<PAGE>

                                                                   EXHIBIT 10.01

                           PURCHASE AND SALE AGREEMENT

                                     SELLER:

                      CONSORTIUM TWO - PUBLIC LEDGER, L.P.
                           c/o The Bernstein Companies
                          3299 K Street N.W., Suite 700
                              Washington, DC 20007

                                   PURCHASER:

                           TRIPLE NET PROPERTIES, LLC
                        1551 N. Tustin Avenue, Suite 200
                               Santa Ana, CA 92705

                                    PROPERTY:

                          150 S. Independence Mall West
                        Philadelphia, Pennsylvania 19106

                                  DATED AS OF:

                                December __, 2003

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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
1.      THE PROPERTY............................................................................      1
        1.1.     Description....................................................................      1
        1.2.     "As-Is" Purchase...............................................................      3
        1.3.     Agreement to Convey............................................................      8

2.      PRICE AND PAYMENT.......................................................................      8
        2.1.     Purchase Price.................................................................      8
        2.2.     Payment........................................................................      8
        2.3.     Closing........................................................................      9

3.      INSPECTIONS AND APPROVALS...............................................................     10
        3.1.     Inspections....................................................................     10
        3.2.     Title/Survey...................................................................     12
        3.3.     Contracts......................................................................     13
        3.4.     Permitted Encumbrances.........................................................     13
        3.5.     Confidentiality................................................................     14
        3.6.     Seller's Obligations Prior to Closing..........................................     14
        3.7.     Damage, Destruction or Condemnation............................................     17
        3.8.     Purchaser's Right to Proceed to Closing........................................     18

4.      REPRESENTATIONS AND WARRANTIES..........................................................     18
        4.1.     By Seller......................................................................     18
        4.2.     By Purchaser...................................................................     22
        4.3.     Broker.........................................................................     23
        4.4.     Survivability..................................................................     23

5.      COSTS AND PRORATIONS....................................................................     23
        5.1.     Purchaser's Costs..............................................................     23
        5.2.     Seller's Costs.................................................................     24
        5.3.     Prorations.....................................................................     25
        5.4.     Taxes..........................................................................     25
        5.5.     In General.....................................................................     26
        5.6.     Purpose and Intent.............................................................     26

6.      NOTICES.................................................................................     26

7.      CLOSING AND ESCROW......................................................................     27
        7.1.     Escrow Instructions............................................................     27
        7.2.     Seller's Deliverables..........................................................     27
        7.3.     Purchaser's Deliveries.........................................................     30
        7.4.     Possession.....................................................................     30
        7.5.     Insurance......................................................................     30
</TABLE>

                                       (i)

<PAGE>

<TABLE>
<S>                                                                                                  <C>
         7.6.     Security Deposits..............................................................    30
         7.7.     Post-Closing Collections.......................................................    30
         7.8.     Conditions Precedent to Purchaser's Obligation to Close........................    31

8.       DEFAULT; FAILURE OF CONDITION...........................................................    32
         8.1.     PURCHASER DEFAULT..............................................................    32
         8.2.     SELLER DEFAULT.................................................................    33
         8.3.     Failure of Condition...........................................................    34

9.       MISCELLANEOUS...........................................................................    35
         9.1.     Entire Agreement...............................................................    35
         9.2.     Severability...................................................................    35
         9.3.     Applicable Law.................................................................    35
         9.4.     Assignability..................................................................    35
         9.5.     Successors Bound...............................................................    35
         9.6.     No Public Disclosure...........................................................    35
         9.7.     Captions.......................................................................    35
         9.8.     Attorneys' Fees................................................................    35
         9.9.     No Partnership.................................................................    35
         9.10.    Time of Essence................................................................    36
         9.11.    Counterparts...................................................................    36
         9.12.    Recordation....................................................................    36
         9.13.    Proper Execution...............................................................    36
         9.14.    Tax Protest....................................................................    36
         9.15.    Merger.........................................................................    36
         9.16.    Limited Recourse...............................................................    36
         9.17.    Like Kind Exchange ............................................................    37
         9.18.    Seller Cooperation with S-X 3-14 Audit.........................................    37
</TABLE>

                                      (ii)

<PAGE>

                           PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of
the_____day of December, 2003 (the "Effective Date"), is made by and between
CONSORTIUM TWO - PUBLIC LEDGER, L.P., a Pennsylvania limited partnership,
located at c/o The Bernstein Companies, 3299 K Street, N.W., Suite 700,
Washington, DC 20007 (the "Seller"), and TRIPLE NET PROPERTIES, LLC, a Virginia
limited liability company, located at 1551 N. Tustin Avenue, Suite 200, Santa
Ana, CA 92705, or its permitted successors or assigns pursuant to Section 9.4,
below (the "Purchaser").

                                    RECITALS

         Seller desires to sell certain improved real property commonly known as
150 S. Independence Mall West, Tax parcel 88-3-003510, located in Philadelphia,
Pennsylvania, along with certain related personal and intangible property, and
Purchaser desires to purchase such real, personal and intangible property.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the foregoing, of the covenants,
promises and undertakings set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser agree as follows:

1.       THE PROPERTY.

         1.1.     Description. Subject to the terms and conditions of this
Agreement, and for the consideration herein set forth, Seller hereby agrees to
sell, assign and transfer, and Purchaser agrees to purchase and acquire, all of
Seller's right, title, and interest in and to the following (collectively, the
"Property"):

                  1.1.1    Land. Certain land (the "Land") located in the City
and County of Philadelphia, Commonwealth of Pennsylvania, commonly known as
150 S. Independence Mall West, Tax Parcel 88-3-003510, and more specifically
described in Exhibit 1.1.1 attached hereto;

                  1.1.2    Building. The buildings, parking areas, improvements,
and fixtures now situated on the Land, including without limitation that certain
12-story building containing approximately 493,000 square feet of gross building
area of which 456,450 rentable square feet are used for office, retail and
storage space (collectively, the "Improvements");

                  1.1.3    Personal Property. All furniture, personal property,
machinery, apparatus, and equipment currently used in the operation, repair and
maintenance of the Land and the Improvements and situated thereon (excluding,
however, any tangible personal property or fixtures which are owned by tenants
or which may be removed by tenants under the terms of their Leases (as
hereinafter defined in Section 1.1.6)),

<PAGE>

including, without limitation, the personal property generally described on
Schedule 1.1.3 attached hereto (collectively, the "Personal Property"). The
Personal Property to be conveyed is subject to depletions, replacements and
additions in the ordinary course of Seller's business.

                  1.1.4    Easements. All easements, hereditaments and
appurtenances belonging to or inuring to the benefit of Seller and pertaining to
the Land and the Improvements, if any, including, without limitation, all
development, access and other rights and privileges (collectively, the
"Easements");

                  1.1.5    Street(s)/Road(s). Any street or road abutting the
Land to the center lines thereof;

                  1.1.6    Leases. All (a) leases, licenses, occupancy
agreements and other permissions including any and all guaranties associated
herewith which affect all or any portion of the Land or the Improvements
including those in effect on the Effective Date, all of which are identified on
the Schedule of Leases and Security Deposits (the "Existing Leases") attached
hereto as Schedule 1.1.6, and any new leases, licenses, occupancy agreements and
other permissions entered into after the Effective Date which as of Closing (as
hereinafter defined in Section 2.3) affect all or any portion of the Land or
Improvements (the "New Leases") (the "Existing Leases" and the "New Leases"
shall collectively be known as the "Leases") pursuant and subject to Section
3.6.7, below, and (b) any security deposits held by Seller provided for in and
subject to the Leases (the "Security Deposits") including, without limitation,
the security deposits held by Seller with respect to Leases in effect as of the
Effective Date, the current unapplied balance of each of which is set forth on
Schedule 1.1.6;

                  1.1.7    Contracts. All (a) management, leasing, service,
maintenance, supply, utility and other contracts relating to all or portion of
the Property or the occupancy, repair, maintenance and operation thereof
existing and affecting the Property as of the Effective Date, all of which are
identified on the Schedule of Contracts (the "Contracts") attached hereto as
Schedule 1.1.7., and (b) any new third party contracts relating to all or
portion of the Property or the occupancy, repair, maintenance and operation
thereof entered into by Seller after the Effective Date pursuant and subject to
Section 3.6.6, below.

                  1.1.8    Existing Warranties. All assignable warranties and
guaranties issued in connection with the Improvements or the Personal Property
which remain in effect as of the Closing;

                  1.1.9    Intangible Personal Property. All licenses, rights,
privileges and intangible personal property relating to or benefiting the Land,
the Improvements, the Personal Property or the owner thereof including, without
limitation, all trade names, good will, all rights to use the name "Public
Ledger Building", "Downtown Club" and "150 S. Independence Mall West", all
rights to the copyrighted website ("www.publicledger.com") and all other names,
logos or marks commonly used to identify the Land or Improvements (collectively,
the "Intangible Personal Property"); and

                                        2
<PAGE>

                  1.1.10   Approvals. All transferable consents, authorizations,
variances or waivers, licenses, certificates of occupancy, permits and approvals
issued by any governmental or quasi-governmental agency, department, board,
commission, bureau or other entity or instrumentality solely in connection with
the Land, the Improvements or the Personal Property which remain valid and in
effect as of Closing (collectively, the "Approvals").

         1.2.     "As-Is" Purchase.

                  1.2.1    Purchaser acknowledges that Seller did not develop or
construct the Property.

                  1.2.2    No person acting on behalf of Seller is or has been
authorized to make any representation, agreement, statement, warranty, guarantee
or promise regarding the Property or the transaction contemplated herein or the
zoning, construction, physical condition or other status of the Property except
as may be expressly set forth in this Agreement. No representation, warranty,
agreement, statement, guarantee or promise, if any, made by any person acting on
behalf of Seller which is not contained in this Agreement will be valid or
binding on Seller.

                  1.2.3    PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
OTHERWISE CONTAINED OR SET FORTH IN THIS AGREEMENT OR IN ANY SCHEDULE OR EXHIBIT
HERETO OR AMENDMENT HEREOF OR OTHER DOCUMENT DELIVERED BY SELLER AT CLOSING,
SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (I) VALUE;
(II) THE INCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE
PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH, OTHER THAN ANY CLAIMS WHICH
PURCHASER MAY HAVE ARISING FROM THE TERMS OF THE AGREEMENT, PURCHASER MAY
CONDUCT THEREON, INCLUDING, WITHOUT LIMITATION, THE POSSIBILITIES, IF ANY, FOR
FUTURE DEVELOPMENT OF THE PROPERTY; (IV) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY; (V) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY; (VI) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE INDOOR AND OUTDOOR ENVIRONMENT AIR QUALITY, WATER, SOIL
AND GEOLOGY; (VII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (IX) COMPLIANCE WITH ANY
FEDERAL, STATE, AND LOCAL ENVIRONMENTAL PROTECTION, POLLUTION, HEALTH AND SAFETY
OR

                                        3
<PAGE>

LAND USE LAWS, RULES, REGULATIONS, ORDINANCES, ORDERS, REQUIREMENTS OR COMMON
LAW, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES
ACT OF 1990, AS AMENDED, THE FEDERAL WATER POLLUTION CONTROL ACT, AS AMENDED,
THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE
SAFE DRINKING WATER ACT, AS AMENDED, THE HAZARDOUS MATERIALS TRANSPORTATION ACT,
AS AMENDED, THE OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970, AS AMENDED, THE
TOXIC SUBSTANCE CONTROL ACT, AS AMENDED, AND REGULATIONS PROMULGATED UNDER ANY
OF THE FOREGOING AND ANALOGOUS STATE STATUTES AND REGULATIONS; (X) THE PRESENCE
OR ABSENCE OF HAZARDOUS OR TOXIC MATERIALS, SUBSTANCES OR WASTE AT, ON, UNDER,
OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR ACCURACY OF THE
DUE DILIGENCE MATERIALS (AS HEREINAFTER DEFINED IN SECTION 3.1.1) OR PRELIMINARY
REPORT REGARDING TITLE; (XII) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR
SPECIFICATIONS FOR THE PROPERTY INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY
HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (XIII) THE CONFORMITY OF THE PROPERTY
TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIV)
DEFICIENCY OF ANY UNDERSHORING, (XV) DEFICIENCY OF ANY DRAINAGE; (XVI) THE FACT
THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE
FAULT LINE; (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING
ENTITLEMENTS AFFECTING THE PROPERTY; OR (XVIII) WITH RESPECT TO ANY OTHER
MATTER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN, AND
PROVIDED THAT PURCHASER CONTINUES TO BE GIVEN UNTIL CLOSING, THE OPPORTUNITY TO
INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION RELATING TO THE
PROPERTY, PURCHASER SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY,
ITS OWN REVIEW OF SUCH INFORMATION AND DOCUMENTATION, AND THE LIMITED
REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED HEREIN AND IN THE SCHEDULES
AND EXHIBITS ATTACHED HERETO, AND SHALL NOT RELY ON ANY INFORMATION PROVIDED OR
TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION MADE AVAILABLE TO PURCHASER OR PROVIDED OR TO BE PROVIDED BY OR ON
BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF
SOURCES, AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND THAT, EXCEPT AS OTHERWISE CONTAINED OR SET
FORTH HEREIN OR IN ANY SCHEDULE OR EXHIBIT HERETO OR AMENDMENT HEREOF OR OTHER
DOCUMENT DELIVERED BY SELLER AT CLOSING, SELLER MAKES NO REPRESENTATIONS AS TO
THE ACCURACY OR COMPLETENESS OF

                                        4
<PAGE>

SUCH INFORMATION. PURCHASER AGREES TO FULLY AND IRREVOCABLY RELEASE SELLER FROM
ANY AND ALL CLAIMS THAT PURCHASER MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST
SELLER FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE
OF ACTION ARISING FROM SUCH INFORMATION OR DOCUMENTATION. SELLER IS NOT LIABLE
OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EXCEPT TO THE
EXTENT THAT SELLER HAS EXPRESSLY REPRESENTED OR WARRANTED THE ACCURACY OF SUCH
STATEMENTS OR INFORMATION HEREIN OR IN ANY EXHIBIT HERETO OR DOCUMENT DELIVERED
BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, BUT SUBJECT TO THE EXPRESS PROVISIONS OF THIS
AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS"
CONDITION AND BASIS WITH ALL FAULTS, AS THE SAME EXISTS AS OF AND ON THE
EFFECTIVE DATE, AND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS
OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN. PURCHASER
COVENANTS TO SELLER, WHICH COVENANTS TO SELLER SHALL SURVIVE THE CLOSING AND NOT
BE MERGED WITH THE DEED (AS HEREINAFTER DEFINED), THAT, EXCEPT FOR SELLER'S
EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED OR SET FORTH HEREIN OR IN ANY
SCHEDULE OR EXHIBIT HERETO OR AMENDMENT HEREOF OR OTHER DOCUMENT DELIVERED BY
SELLER AT CLOSING, PURCHASER SHALL RELY SOLELY UPON PURCHASER'S OWN
INVESTIGATION AND REVIEW OF THE PROPERTY AND PROPERTY-RELATED DOCUMENTS IN
DETERMINING WHETHER OR NOT TO PURCHASE THE PROPERTY.

                                        5
<PAGE>

                  BY INITIALING BELOW, PURCHASER ACKNOWLEDGES THAT: (i) THIS
SECTION 1.2.3 HAS BEEN READ AND FULLY UNDERSTOOD, (ii) PURCHASER HAS HAD THE
OPPORTUNITY TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE,
AND (iii) PURCHASER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS
SECTION 1.2.3.

                                           PURCHASER:

                                           TRIPLE NET PROPERTIES, LLC

                                           /s/ AWT
                                           -----------------------------
                                           INITIALS

                  1.2.4    Nothing contained in this Agreement shall be
construed as authorizing Purchaser to apply for a zoning change, variance,
subdivision map, lot line adjustment or other discretionary governmental act,
approval or permit with respect to the Property prior to the Closing, and
Purchaser agrees not to do so without Seller's prior written approval, which
approval may be withheld in Seller's sole and absolute discretion. Purchaser
agrees not to submit any reports, studies or other documents, including, without
limitation, plans and specifications, impact statements for water, sewage,
drainage or traffic, environmental review forms, or energy conservation
checklists to any governmental agency, or any amendment or modification to any
such instruments or documents prior to the Closing unless first approved by
Seller, which approval Seller may withhold in Seller's sole discretion.
Purchaser's obligation to purchase the Property shall not be subject to or
conditioned upon Purchaser's obtaining any variances, zoning amendments,
subdivision maps, lot line adjustment, or other discretionary governmental act,
approval or permit.

                  1.2.5.   Except for Seller's express representations and
warranties contained or set forth herein or in any Schedule or Exhibit hereto or
amendment hereof or other document delivered by Seller at Closing, Purchaser
shall rely solely upon Purchaser's own knowledge of the Property based on its
investigation of the Property and its own inspection of the Property in
determining the Property's physical condition. Subject to the provisions of
Section 1.2.8, below, Purchaser and anyone claiming by, through or under
Purchaser hereby waives its right to recover from and fully and irrevocably
releases Seller, its employees, officers, directors, representatives, agents,
servants, attorneys, affiliates, parent, subsidiaries, successors and assigns,
and all persons, firms, corporations and organizations in its behalf (the
"Released Parties") from any and all claims 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
any construction defects, errors, omissions or other physical conditions, latent
or otherwise, including environmental matters, affecting the Property, or any
portion thereof. The foregoing release includes claims of which Purchaser is
presently unaware or which Purchaser does not presently suspect to exist which,
if known by Purchaser, would materially affect Purchaser's release to Seller. In
this connection and to the extent permitted by law, Purchaser hereby agrees,
which agreement shall survive the

                                        6
<PAGE>

Closing and not be merged with the Deed, that Purchaser 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 Purchaser further agrees, which agreement shall survive the
Closing and not be merged with the Deed, that the waivers and releases herein
have been negotiated and agreed upon in light of that realization and that,
subject to the provisions of Section 1.2.8, below. Purchaser nevertheless hereby
intends to release, discharge and acquit Seller from any such unknown causes of
action, claims, demands, debts, controversies, damages, costs, losses and
expenses which might in any way be included as a material portion of the
consideration given to Seller by Purchaser in exchange for Seller's performance
hereunder.

                  Seller has given Purchaser material concessions regarding this
transaction in exchange for Purchaser agreeing to the provisions of this Section
1.2.5. Seller and Purchaser have each initiated this Section 1.2.5 to further
indicate their awareness and acceptance of each and every provision hereof.

         SELLER:                           PURCHASER:

         CONSORTIUM TOW - PUBLIC           TRIPLE NET PROPERTIES, LLC
         LEDGER, L.P.

         /s/ AKB                           /s/ AWT
         ----------------------            --------------------------
         INITIALS                          INITIALS

                  1.2.6    From and after the Closing, Purchaser shall protect,
defend, indemnify and hold Seller and Seller's parent company, if any, and their
respective, affiliates and subsidiaries, and their respective partners,
directors, officers, participants, employees and agents (collectively, the
"Indemnified Parties") free and harmless from and against any and all claims
(including third party claims), demands, liabilities, damages, costs and
expenses, including, without limitation, investigatory expenses, clean-up costs
and reasonable attorneys' fees of whatever kind or nature (collectively, the
"Claims") arising from or in any way connected with the physical condition of
The Property or any other aspect of the Property, which accrue after the
Closing, Purchaser's obligations of indemnity set forth herein shall survive the
Closing and shall not be merged with the Deed.

                  1.2.7    Purchaser shall indemnity, defend, protect and hold
harmless the Indemnified Parties from and against any and all Claims, whether
direct or indirect, known or unknown, or foreseen or unforeseen, which may arise
from or be related to Purchaser's due diligence and other activities on or at
the Property, including, but not limited to, the acts or omissions of Purchaser
or its employees, agents, suppliers or contractors. Purchaser's obligations
hereunder shall survive the Closing and shall not be merged with the Deed.

                                        7
<PAGE>

                  1.2.8    Notwithstanding anything to the contrary contained in
this Agreement, including specifically, but without limitation, the releases and
indemnifications by Purchaser contained above in this Section 1.2, and below in
Section 3.1, Purchaser and Seller agree as follows with respect to any and all
releases and/or indemnifications made by Purchaser in this Agreement:

                           a.       All releases by Purchaser contained herein
shall not be effective or have any force or effect unless and until the Closing
is consummated pursuant to this Agreement.

                           b.       Purchaser shall not be deemed to have
released Seller from any of Seller's representations, warranties or obligations
contained in this Agreement, any Exhibit hereto, any amendment hereof or any
document delivered by Seller at Closing which, by the express terms thereof,
survive the Closing or any termination of this Agreement.

                           c.       Purchaser shall not be deemed to have
released or agreed to indemnify Seller, or any Released Party, Indemnified Party
or third-party from or against any Claim to the extent caused by or that arises
out of the negligence or intentional act or failure to act of Seller or any of
the Released Parties, Indemnified Parties or third-parties.

         1.3.     Agreement to Convey. Seller agrees to convey, and Purchaser
agrees to accept, on the Date of Closing, title to: (a) the Land and the
Improvements by special warranty deed in the condition described in Section 3.4,
below; (b) the Personal Property and Intangible Personal Property by bill of
sale, without warranty as to the title or the condition thereof; and (c) the
other components of the Property by the assignment and assumption agreements
provided for elsewhere in this Agreement, in accordance with the Seller's
Deliverables pursuant to Section 7.2 hereof.

2.       PRICE AND PAYMENT

         2.1.     Purchase Price. The purchase price for the Property (the
"Purchase Price") is THIRTY-FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100
U.S. DOLLARS ($34,250,000.00).

         2.2.     Payment. Payment of the Purchase Price is to be made in cash
as follows:

                  2.2.1    (a)      Initial Deposit. Within two (2) business
days after the Effective Date, Purchaser shall, by federal wire transfer,
promptly deliver to. and deposit with, the Escrow Agent (as hereinafter defined
in Section 2.2.1 (c)) an earnest money deposit in the sum of FIVE HUNDRED
THOUSAND AND NO/100 U.S. DOLLARS ($500,000.00) (the "Initial Deposit"), of which
ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00), as of the Effective
Date, shall be deemed non-refundable in any and all events, except in the event
of a Seller default, without any right by Purchaser to object hereto.

                           (b)      Additional Deposit. Provided that Purchaser
does not

                                        8
<PAGE>

terminate (or is not deemed to have terminated) this Agreement on or before the
Acceptance Date (as hereinafter defined in Section 3.8), then, no later than the
Acceptance Date, Purchaser shall, by federal wire transfer, promptly deliver to,
and deposit with, the Escrow Agent an additional earnest money deposit in the
sum of FIVE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($500,000.00) (the
"Additional Deposit").

                           (c)      The Initial Deposit and the Additional
Deposit, when paid, will be placed and held in escrow by First American Title
Insurance Company, whose address is 1801 K Street, N.W., Suite K-200,
Washington, DC 20036 (the "Escrow Agent") in an interest bearing account at a
mutually acceptable banking institution pursuant to an escrow agreement between
Seller, Purchaser and the Escrow Agent in the form attached hereto as Exhibit
2.2.1(c). All interest earned on the Deposit (as hereinafter defined) shall be
added to the principal held in escrow, shall constitute a part of the Deposit
and shall be included in the definition of the term "Deposit" as used herein.
Interest earned on the Deposit shall be deemed earned by Purchaser. Except as
otherwise provided in this Agreement, the Deposit will be applied to the
Purchase Price at the Closing. For purposes of this Agreement the term "Deposit"
shall mean (i) the Initial Deposit and any interest earned thereon while in
escrow, and (ii) the Additional Deposit and any interest earned thereon while in
escrow, to the extent Purchaser delivers the same to Escrow Agent pursuant
hereto.

                           (d)      If Purchaser shall fail to promptly make
either the Initial Deposit or the Additional Deposit in accordance with the
foregoing, this Agreement shall automatically terminate and neither party shall
thereafter have any further rights, obligations or liability hereunder. Once
posted, the Deposit shall be refundable upon the demand of Purchaser, without
any right by Seller to object or delay such refund, in the event that (a)
Purchaser fails to timely deliver to Seller the Acceptance Notice in accordance
with Section 3.8, below, on or before 5:00 p.m., local time, on the Acceptance
Date (as hereinafter defined in Section 3.8), or (b) Seller defaults in its
obligations hereunder. In the event Purchaser timely delivers the Acceptance
Notice on or before 5:00 p.m., local time, on the Acceptance Date, Purchaser
shall be deemed to have elected to proceed to Closing hereunder as set forth in
Section 3.8, below.

                  2.2.2    At the Closing, Purchaser shall pay Seller the
Purchase Price, inclusive of the Deposit and subject to adjustment for the
prorations and credits provided for herein, on or before 2:00 p.m., local time
on the Date of Closing, by causing Escrow Agent to disburse such amount to a
bank account designated by Seller via wire transfer in immediately available
funds.

         2.3.     Closing. Absent an extension agreed to in writing by Seller
and Purchaser, payment of the Purchase Price, recordation of the Deed, and the
closing hereunder (the "Closing") will take place pursuant to an escrow closing
on or before February 6, 2004 (the "Date of Closing"), at the offices of
Commonwealth Land Title Insurance Company (the "Title Company"), whose address
is 350 Commerce Drive, Suite 150, Irvine, CA 92602, at 10:00 a.m., local time,
at the offices of Purchaser's attorneys, or at such other time and place as may
be agreed upon in writing by Seller and

                                        9
<PAGE>

Purchaser. Neither Purchaser's nor Seller's attendance at the Closing shall be
required, nor shall Purchaser's or Seller's absence from the Closing constitute
a default or failure of a condition hereunder, provided that Purchaser has, on
or prior to the Date of Closing (a) delivered to the Title Company originals, or
if reasonably and customarily acceptable, facsimile copies, of all documents
required from Purchaser to consummate Closing, and (b) in the case of Purchaser,
paid into an escrow account maintained by the Escrow Agent the full amount of
the Purchase Price required to be paid by Purchaser, after adjustments for
prorations and credits, pursuant to the Settlement Statement (defined in Section
7.2.9, below), in immediately available funds. Purchaser and Seller agree to use
commercially reasonable efforts to compile and calculate all prorations required
for Closing hereunder and to prepare a draft Settlement Statement no later than
four (4) business days prior to Closing.

3.       INSPECTIONS AND APPROVALS.

         3.1.     Inspections.

                  3.1.1    Seller hereby agrees that Purchaser and Purchaser's
agents, consultants and representatives shall be entitled and have the right and
license, for a period of time (the "Due Diligence Period") commencing on the
Effective Date and expiring on the Acceptance Date to conduct the inspections
and studies described below in this Section 3.1. During the Due Diligence
Period, Seller, upon a least one (1) business day advance notice, which may be
oral to Seller or Seller's representative, agrees to allow Purchaser and
Purchaser's agents, consultants and representatives reasonable access to the
Property during business hours for purposes of conducting any non-intrusive
physical and environmental inspections of the Property and review of the
Contracts, the Leases (other than any privileged, proprietary or confidential
records), soil reports, environmental studies, surveys, buildings and systems
plans, income and expense statements and any other materials or documents
relating to the Property as Purchaser shall reasonably require to properly
inspect the Property and determine the feasibility of the Property for
Purchaser's acquisition and intended use thereof (the "Due Diligence
Materials"). Seller agrees to provide Purchaser copies of all documents as
Purchaser may reasonably request, promptly upon receipt of such request,
provided same are reasonably available.

                  PURCHASER SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE
TESTING OF, ON OR UNDER THE PROPERTY WITHOUT FIRST OBTAINING SELLER'S WRITTEN
CONSENT AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED AND, UPON REQUEST OF
SELLER, ENTERING INTO AN ACCESS AGREEMENT IN A FORM ACCEPTABLE TO SELLER (THE
"ACCESS AGREEMENT"). PURCHASER'S BREACH OF THE FOREGOING PROHIBITION SHALL
ENTITLE SELLER, AT ITS OPTION, IMMEDIATELY AND WITHOUT ANY CURE PERIOD TO
DECLARE THIS AGREEMENT TO BE TERMINATED, IN WHICH EVENT THE DEPOSIT SHALL BE
RETURNED TO PURCHASER AND THE PARTIES SHALL HAVE NO FURTHER OBLIGATIONS
HEREUNDER OTHER THAN THOSE WHICH EXPRESSLY SURVIVE TERMINATION OF THIS
AGREEMENT, INCLUDING,

                                       10
<PAGE>

WITHOUT LIMITATION, THE INDEMNIFICATION OBLIGATIONS OF PURCHASER PURSUANT TO
THIS SECTION 3.1 AND SECTION 1.2.7, ABOVE. Purchaser agrees that, in making any
non-intrusive physical or environmental inspections of the Property, Purchaser
or Purchaser's agents will carry not less than One Million Dollars ($1,000,000)
comprehensive general liability insurance with contractual liability endorsement
which insures Purchaser's indemnity obligations hereunder, names Seller as an
additional insured, and, upon request of Seller, will provide Seller with
written evidence of same, will not interfere with the activity of tenants or any
persons occupying or providing service at the Property, will not reveal to any
third party (other than its employees, officers, directors, agents, attorneys,
consultants, advisors and other representatives) not approved by Seller the
results of its inspections except as permitted by Sections 3.5 and 9.18, below,
and, within seven (7) days after such test or inspection has been completed,
will restore promptly, at Purchaser's own cost and expense, the Property in the
event that any inspection or test performed by Purchaser requires or results in
any material damage to or alteration of the condition of the Property. Seller
reserves the right to have a representative present during any or all such
inspections, and Purchaser agrees promptly to provide Seller with a copy of any
inspection report prepared for Purchaser by any third-party consultant (other
than reports prepared by Purchaser's attorneys which are subject to the
attorney-client privilege). In addition, Seller shall arrange for Purchaser to
conduct one interview meeting ("Interview Meeting") with the local
representative of each tenant or subtenant of the Property that Purchaser
desires to meet. Purchaser shall advise Seller, in writing, of each tenant or
subtenant at the Property that Purchaser wants to meet at an Interview Meeting
within five (5) business days after the Effective Date. Upon Seller's receipt of
such notice, Seller shall promptly arrange each Interview Meeting with each
tenant's or subtenant's local representative. Seller shall use commercially
reasonable efforts to have all Interview Meetings occur prior to the Acceptance
Date, but Seller shall not be in default hereunder if any tenant or subtenant
declines to participate in an Interview Meeting or cannot participate in an
Interview Meeting prior to the Acceptance Date. Interview Meetings shall occur
either by telephone conference call or in person at the offices of each tenant
or subtenant at the Property or at such other location at the Property as Seller
may designate, and Seller and Purchaser shall have the right to have one or more
of its representatives participate in each Interview Meeting. If Purchaser shall
notify Seller that Purchaser desires to have additional communications with any
tenant or subtenant (such notice to include the basis for such additional
communications), Seller shall not unreasonably withhold, condition or delay its
approval of such communications if there is a legitimate business reason for the
same, and at Seller's option such communications shall be in accordance with the
requirements applicable to Interview Meetings. Other than the Interview Meeting
and any additional communications described in the foregoing sentence, Purchaser
shall not communicate directly with any tenant or subtenant of the Property
without the prior written consent of Seller. Except as may be otherwise
specifically set forth herein, Purchaser further agrees to indemnify, defend,
protect and hold harmless Seller and Seller's parent company, if any, and their
respective affiliates, subsidiaries, directors, officers, participants,
employees, consultants and agents from and against any loss, injury, liability,
damage or expense, including reasonable attorneys' fees and costs, and claims
therefor, whether direct or indirect, known or

                                       11
<PAGE>

unknown, or foreseen or unforeseen, which may arise from or be related to
Purchaser's due diligence and other activities on or at the Property including,
but not limited to, any negligent act or omission of Purchaser or its agents or
representatives during the performance of any tests or inspections conducted
pursuant to this Section 3.1.1 and the Access Agreement or the failure of
Purchaser to restore the Property in accordance with this Section 3.1.1. Any
inspections shall be at Purchaser's sole expense. All agreements of, and
indemnifications by, Purchaser under Section 3.1 and the Access Agreement shall
survive Closing or termination of this Agreement for any reason and shall not be
merged with the Deed. Any access granted to Purchaser pursuant to this Agreement
shall continue after the Acceptance Date if Purchaser has not exercised its
right to terminate pursuant to Section 3.8 hereof; provided, however, that on or
after the Acceptance Date, none of the tests, inspections and evaluations
conducted by Purchaser, or any materials and information provided to Purchaser,
shall constitute either a basis for Purchaser to terminate this Agreement or
shall place any additional covenants and/or conditions upon either of the
parties herein.

                  3.1.2    Except as otherwise provided in this Agreement,
Seller makes no representations or warranties as to the truth, accuracy or
completeness of any materials, data or other information supplied to Purchaser
in connection with Purchaser's inspection of the Property (e.g., that such
materials are complete, accurate or the final version thereof, or that all such
materials are in Seller's possession). It is the parties' express understanding
and agreement that such materials are provided only for Purchaser's convenience
in making its own examination and determination as to whether it wishes to
purchase the Property, and, in doing so, except as otherwise provided herein,
Purchaser shall rely exclusively on its own independent investigation and
evaluation of every aspect of the Property and not on any materials supplied by
Seller. Except as otherwise provided in this Agreement, Purchaser expressly
disclaims any intent to rely on any such materials provided to it by Seller in
connection with its inspection and agrees that it shall rely solely on its own
independently developed or verified information.

         3.2.     Title/Survey.

                  3.2.1    Title Commitment and Survey. Purchaser shall, at its
sole expense and as it deems necessary, obtain and cause to be delivered to
Seller (a) a commitment for title insurance on the Land and the Improvements,
together with copies of all items shown as exceptions to title therein, issued
by the Title Company (the "Title Commitment"), and (b) a survey of the Land
prepared by a professionally licensed land surveyor (the "Survey").

                  3.2.2    Title/Survey Objections. Purchaser shall have from
the Effective Date until 5:00 p.m., local time, on the Acceptance Date in which
to provide written notice to Seller (the "Title/Survey Notice") of any matters
affecting or relating to title of the Property, including those disclosed by the
Title Commitment (collectively, the "Title Objections", or shown on the Survey
(collectively, the "Survey Objections"), which are not satisfactory to
Purchaser, which notice must specify the reason such matter(s) are not
satisfactory and the curative steps necessary to remove the basis for
Purchaser's disapproval. In the event that Purchaser provides Seller with a
Title/Survey Notice, the

                                       12
<PAGE>

parties shall have five (5) days after the expiration of the Due Diligence
Period to make such arrangements or take such steps as they mutually agree to
satisfy Purchaser's objection(s) identified in the Title/Survey Notice. In the
event that, having used their best efforts, to cure and/or resolve the Title
Objections and/or Survey Objections, the parties are unable to do so by 5:00
p.m., local time on the fifth (5th) day after expiration of the Due Diligence
Period, Purchaser may either (a) terminate the Agreement and demand and receive
the Deposit, without any right by Seller to object or delay such refund, or (b)
waive such Title Objections and/or Survey Objections and proceed to Closing with
such matter or matters added to, and made a part of, the Permitted Encumbrances
(as hereinafter defined in Section 3.4) without a reduction of the Purchase
Price. All Title Objections or Survey Objections not included in a Title/Survey
Notice given by Purchaser to Seller shall be deemed to be approved by Purchaser
as Permitted Encumbrances. All deeds of trust and mortgages, and all liens,
encumbrances, judgments and other title matters that may be cured by the payment
of money (other than liens caused by Purchaser (collectively, the "Monetary
Liens") are deemed to be objections to title that shall be satisfied at Closing
by Seller at its sole cost and expense. Purchaser shall not be required to
accept any Monetary Liens or title encumbrances created by Seller or suffered by
Seller to be created (other than liens caused by Purchaser), on or after the
Acceptance Date, and any such encumbrances shall be satisfied at Closing by
Seller at its sole cost and expense.

         3.3.     Contracts. Seller shall terminate all of the Contracts no
later than the Date of Closing. Seller shall notify the vendors under such
Contracts that each shall be terminated and of no further force and effect as of
the Date of Closing. Seller shall have no liability under any Contract as of and
after the Date of Closing other than for services rendered and/or supplies
contracted for by Seller prior to the Date of Closing but invoiced to Seller
after the Date of Closing. At any time after the Acceptance Date and at the
written request of Purchaser to Seller, Seller shall introduce Purchaser to any
and all vendors under the Contracts selected by Purchaser.

         3.4.     Permitted Encumbrances. Provided that Purchaser consummates
the Closing and acquires the Property in accordance with this Agreement,
Purchaser shall be deemed to have approved and to have agreed to purchase the
Property subject to the following (the "Permitted Encumbrances"):

                  3.4.1    Those matters affecting or relating to the title to,
or the survey of, the Property: (a) to the extent shown in the Title Commitment
or the Survey, respectively, and which were not included in a Title/Survey
Notice given by Purchaser prior to the Acceptance Date; (b) which were included
in a Title/Survey Notice, but for which (i) Seller has completed the cure
thereof, or (ii) Purchaser has, at Purchaser's sole option waived the cure
thereof; and (c) which Purchaser has otherwise approved in writing;

                  3.4.2    All of the Leases effective as of and on the Date of
Closing;

                  3.4.3.   The lien of non-delinquent real and personal property
taxes and assessments, provided that the same have been prorated at Closing
pursuant to this Agreement;

                                       13
<PAGE>

                  3.4.4    Discrepancies, conflicts in boundary lines, shortages
in area, encroachments, and any state of facts which an inspection of the
premises would disclose and which are not shown by the public records, or, if
Purchaser provides a satisfactory survey to the Title Company prior to the
Acceptance Date, any exception to coverage required by the Title Company and
acceptable to Purchaser taken with respect to any survey matter or objection
disclosed on such survey;

                  3.4.5    Any service, installation, connection, maintenance or
construction charges due after the Closing with respect thereto, and subject to
the proration provisions hereof, for sewer, water, electricity, telephone, cable
television or gas; and

                  3.4.6    Governmental laws, codes, ordinances, and
restrictions now or hereafter in effect in so far as the same affect the
Property.

         3.5.     Confidentiality. Unless Seller specifically and expressly
otherwise agrees in writing, Purchaser agrees that all documents or other
information of whatsoever nature made available to it by Seller or Seller's
agents or representatives or otherwise obtained by Purchaser and all inspection
reports prepared for or by Purchaser or Purchaser's agents or representatives
and all other information obtained by Purchaser (collectively, the "Proprietary
Information") is confidential and shall not be disclosed to any other person
except those assisting Purchaser with the transaction, or Purchaser's lender, if
any, and then only upon Purchaser making such person aware of the
confidentiality restriction and procuring such person's agreement to be bound
thereby. In the event the purchase and sale contemplated hereby fails to close
for any reason whatsoever, Purchaser agrees to return to Seller, or cause to be
returned to Seller all of the Proprietary Information. Further, Purchaser agrees
not to use or allow to be used any Proprietary Information for any purpose other
than to determine whether to proceed with the contemplated purchase. Purchaser's
obligations under this Section 3.5 are collectively referred to as the
"Confidentiality Obligations". Seller similarly shall hold all of the terms of
this Agreement, as confidential, and shall not release any such information to
third parties without the prior written consent of the other party.
Notwithstanding the foregoing, Purchaser or Seller may disclose any Proprietary
Information: (i) that was previously or is hereafter publicly disclosed (other
than in violation of this Agreement) or which can be replicated by an analysis
of public records or publicly available sources; (ii) to its members, partners,
advisors, agents, underwriters, analysts, employees, affiliates, officers,
directors, consultants, lenders, accountants, legal counsel and other advisors
of any of the foregoing, if applicable, provided that they are advised as to the
confidential nature of such information and are instructed to maintain such
confidentiality; (iii) in the course of any dispute resolution proceeding
involving the other party; (iv) to comply with any law, rule or regulation,
including, without limitation, those promulgated by the U.S. Securities and
Exchange Commission (the "SEC"); and (v) to prospective investors and lenders.
Notwithstanding any other term of this Agreement, the provisions of this Section
3.5 shall expire upon the consummation of the Closing, but shall survive a
termination of this Agreement.

         3.6.     Seller's Obligations Prior to Closing. Until Closing or any
earlier termination of this Agreement. Seller and/or Seller's agents or
representatives shall:

                                       14
<PAGE>

                  3.6.1    Insurance. Keep the Property insured against fire and
other hazards covered by extended coverage endorsement and comprehensive public
liability insurance against claims for bodily injury, death and property damage
occurring in, on or about the Property.

                  3.6.2    Operation. Operate and maintain the Property in a
businesslike manner and substantially in accordance with Seller's past practices
with respect to the Property, and make any and all repairs and replacements
reasonably required to deliver the Property to Purchaser at the Closing in its
present condition, normal wear and tear excepted, provided that in the event of
any loss or damage to the Property as described in Section 3.7, Seller shall
have an obligation to Purchaser to repair the Property only if Seller so elects
and then shall be obligated only to the extent of available insurance proceeds.

                  3.6.3    Notices. Promptly upon Seller's receipt thereof,
provide copies to Purchaser of any written notices received from any government
agency, insurance company, tenant or other third-party relating to compliance
with any law, ordinance or regulation or any contractual obligation affecting
the Property or the ownership, management, leasing, maintenance, repair or
operation thereof.

                  3.6.4    Compliance with Law. Take all actions necessary to
ensure that the Property is in compliance with all applicable laws, including,
without limitation, all laws, orders, rules and regulations applicable to the
Property and the operation and maintenance thereof, including, without
limitation, making timely application for any and all permits, certificates,
licenses, or other Approvals, or any renewals of any of the same, required to
legally own, operate, occupy and maintain the Property.

                  3.6.5    Compliance with Agreements. Take all actions
necessary to comply with all of the Leases, Contracts, Approvals, Easements and
all other agreements, covenants, encumbrances and obligations affecting or
relating to the Property and the ownership, operation and maintenance thereof.
Seller shall pay all utility bills, tax bills and other invoices and expenses
relating to the Property, as and when the same become due.

                  3.6.6    Existing and New Contracts. Have the right through
and until the Date of Closing, without the prior consent or approval of
Purchaser, to continue, modify, amend, renew or extend any existing Contract and
to enter into any new third party Contract; provided, however, that: (a) any
such new third party Contract or any such continuation, modification, amendment,
renewal or extension of an existing Contract is necessary to carry out Seller's
obligations under Section 3.6.2; (b) any such new third party Contract or any
such continuation, modification, amendment, renewal or extension of an existing
Contract is cancelable on thirty (30) days prior written notice without the
payment of any early termination fee or penalty; (c) Seller delivers advance
written notice to Purchaser of any such new third party Contract or any such
continuation, modification, amendment, renewal or extension of an existing
Contract; and (d) any such new third party Contract or any such continuation,
modification, amendment, renewal or

                                       15
<PAGE>

extension of an existing Contract does not materially or adversely impair the
operation of the Property.

                  3.6.7    Existing and New Leases. Have the right, without the
prior consent or approval of Purchaser, through and until the Acceptance Date
to: (a) execute any New Leases affecting the Property or any part thereof; (b)
amend, modify or supplement any Existing Lease; (c) terminate (except upon a
default by tenant thereunder) or accept the surrender of any Existing Lease; or
(d) approve any sublease; provided, however, that Seller delivers advance
written notice to Purchaser of any of the foregoing set forth in Subparagraphs
(a)-(d), above. As of the Acceptance Date, assuming Purchaser has not exercised
its right to terminate this Agreement as set forth herein, Seller and/or
Seller's agents or representatives shall not, without the prior written consent
of Purchaser: (a) execute any New Leases affecting the Property or any part
thereof; (b) amend, modify or supplement any Existing Lease; (c) terminate
(except upon a default by tenant thereunder) or accept the surrender of any
Existing Lease; or (d) approve any sublease; provided, however, that Seller is
authorized, without the prior written consent or approval of Purchaser, to
accept termination of any Lease at the end of its existing terms and to expand,
extend or renew any Lease pursuant to expansion, extension or renewal options
specifically contained therein and properly exercised by the tenants thereunder.
In the event that between the Effective Date and the Closing, Seller amends any
Existing Lease identified on Schedule 1.1.6 hereto (including an amendment
providing for the renewal, expansion or extension thereof) or executes any New
Lease, and such amendment or New Lease requires maintenance or repair of the
Property, the construction of tenant fixtures or improvements or the payment of
leasing or brokerage commission(s) at the cost of the landlord (a "Landlord
Leasing Obligation"), Purchaser will pay the cost of such Landlord Leasing
Obligation, but only to the extent that the obligation to do so is set forth in
the relevant Lease or Lease amendment. To the extent Seller receives the benefit
of any rent or other payments under any New Lease between the Effective Date and
the Date of Closing, Seller will make an appropriate adjustment attributable to
tenant under such New Lease in accordance with the terms and provisions of
Section 5.3, below.

                  3.6.8    Removal of Personal Property. Not, without the prior
written consent of Purchaser, remove any article of Personal Property, except as
may be necessary for repairs or the discarding of worn out or useless items;
provided, however, that any such Personal Property so removed shall be promptly
returned to the Property upon its repair and/or replaced by new Personal
Property of similar quality and utility prior to Closing.

                  3.6.9    Security Deposits. Not, without the prior written
consent of Purchaser, apply any of the Security Deposits, whether or not a
default of a tenant has occurred under any of the Leases.

                  3.6.10   Marketing of the Property. Not, without the prior
written consent of Purchaser, advertise, market, solicit or offer the Property
for sale, nor enter into any negotiations, agreements, letters of intent, or
other writings, whether or not binding on

                                       16
<PAGE>

Seller, regarding the actual, proposed or potential sale of the Property or any
portion thereof to any party other than Purchaser.

                  3.6.11   Confidentiality. Not, without the prior written
consent of Purchaser, disclose or provide a copy of this Agreement, or any part
hereof, or any of the agreements, covenants or transactions, contained herein,
to any third party.

                  3.6.12   Zoning Classification Change. Not, without the prior
written consent of Purchaser, file, consent or support any application to change
the zoning classification of the Property.

                  3.6.13   Easement Grant. Not, without the prior written
consent of Purchaser, grant or record any easement, permit or right of way.

         3.7.     Damage, Destruction or Condemnation.

                  3.7.1    Except as provided herein, Seller assumes all risk
of loss or damage to the Property by fire or other casualty until the Deed is
properly recorded among the appropriate land records. Notwithstanding the
foregoing, in the event, at any time on or prior to the Date of Closing, any
portion of the net rentable area of the building(s) or of the parking spaces on
the Property or of access to the Property are taken under power of eminent
domain, or are rendered untenantable, or are destroyed by fire, lightning or
other casualty, and, in the case of a casualty, the cost to repair or restore
such damage would exceed Five Hundred Thousand and NO/100 U.S. Dollars
($500,000.00) (based on the written estimate of Seller's insurance claim
adjuster) or would take longer than ninety (90) days to complete (any such event
being herein defined as a "Major Event"), Seller shall promptly give notice of
the same to Purchaser, and Purchaser shall be entitled to terminate this
Agreement by giving written notice of its election to Seller within fourteen
(14) days after receiving notice of such casualty or taking. In the event
Purchaser does not give such written notice electing to terminate this Agreement
within such fourteen (14) day period, Purchaser shall proceed to Closing and
this transaction shall be consummated on the date and at the Purchase Price
provided for in Section 2, except that Seller shall assign without recourse or
warranty to Purchaser the physical damage proceeds of any insurance policy(ies)
payable to Seller, or Seller's portion of any condemnation award, in both cases,
up to the amount of the Purchase Price, and, if an insured casualty, pay to
Purchaser the amount of any deductible but not to exceed the amount of the loss,
in all cases reduced by any amounts expended by Seller to repair or restore the
Property prior to Closing, which shall be retained by Seller.

                  3.7.2    In the event, at any time on or prior to the Date of
Closing, a portion of the net rentable area of the building(s) or of the parking
spaces on the Property are damaged or destroyed by the occurrence of a casualty,
or are taken under power of eminent domain, and such casualty or taking does not
constitute a Major Event, Purchaser shall close this transaction on the date and
at the Purchase Price agreed upon in Section 2, and Seller shall assign without
recourse or warranty to Purchaser the physical damage proceeds of any insurance
policies payable to Seller, or Seller's portion of any condemnation award, in
both cases, up to the amount of the Purchase Price and, if an

                                       17
<PAGE>

insured casualty, credit or pay to Purchaser the amount of any deductible or
self-insured amount but not to exceed the amount of the loss, reduced by any
amounts expended by Seller to repair or restore the Property prior to Closing,
which shall be retained by Seller.

         3.8.     Purchaser's Right to Proceed to Closing. Purchaser shall have
the absolute right to elect to proceed to Closing by giving Seller written
notice (the "Acceptance Notice") by either facsimile (with confirmation thereof)
or hand-delivery on or before 5:00 p.m., local time on the 8th day of January,
2004 (the "Acceptance Date"). In the event Purchaser delivers to Seller an
Acceptance Notice in accordance with and within the time provided in this
Section 3.8, this Agreement shall remain valid and in effect, and Purchaser
shall proceed to Closing. However, in the event Purchaser, for any reason or no
reason at all, fails to deliver to Seller an Acceptance Notice in accordance
with and within the time provided in this Section 3.8, this Agreement shall
terminate, in which event Escrow Agent shall immediately upon demand therefor,
without any right in Seller to object to or delay, return the Deposit to
Purchaser, and neither party shall have any further rights, obligations or
liability hereunder except for Purchaser's indemnity obligations as set forth in
Section 3.1, above.

4.       REPRESENTATIONS AND WARRANTIES.

         4.1.     By Seller.

                  4.1.1    As to Authority; Enforceability. Seller represents
and warrants to Purchaser, as of the Effective Date, that:

                           (a)      Duly Organized and Validly Existing. Seller
is a limited partnership duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania. Seller has the power, right
and authority to enter into and perform all of the obligations required of
Seller under this Agreement and the instruments and documents referenced herein,
and to consummate the transaction contemplated hereby. Unless otherwise
disclosed to Purchaser in writing, neither Seller nor any affiliate of or
principal in Seller is other than a citizen of, or partnership, corporation or
other form of legal person domesticated in the United States of America.

                           (b)      Requisite Action. Seller has taken all
requisite action and obtained all requisite consents, releases and permissions
in connection with entering into this Agreement and the instruments and
documents referenced herein or required under any covenant, agreement,
encumbrance, law or regulation with respect to the obligations required
hereunder, and no consent of any other party is required for the performance by
Seller of its obligations hereunder.

                           (c)      Due Authorization. This Agreement is, and
all agreements, instruments and documents to be executed and delivered by Seller
pursuant to this Agreement shall be duly authorized, executed and delivered by
Seller. This Agreement is, and all agreements, instruments and documents to be
executed and delivered by Seller pursuant to this Agreement shall be valid and
legally binding upon Seller and enforceable in accordance with their respective
terms.

                                       18
<PAGE>

                           (d)      No Breach. Neither the execution of this
Agreement nor the consummation of the transactions contemplated hereby does not
constitute or shall result in a breach of, or a default under, any agreement,
document, instrument or other obligation to which Seller is a party or by which
Seller may be bound, or any law, statute, ordinance, rule, governmental
regulation or any writ, injunction, order or decree of any court or governmental
body, applicable to Seller or to the Property.

                  4.1.2    As to Liens, Litigation. Seller represents and
warrants to Purchaser, as of the Effective Date, that:

                           (a)      No Bankruptcy. No petition in bankruptcy
(voluntary or otherwise), assignment for the benefit of creditors, or petition
seeking reorganization or arrangement or other action under Federal or State
bankruptcy laws is pending against or contemplated by Seller.

                           (b)      No Liens. No liens or other encumbrances are
known to Seller other than those as have been disclosed by Seller's existing
policy of title insurance. Furthermore, there is no claim, action, litigation,
arbitration or other proceeding pending or threatened against Seller which
related to the Property or the transactions contemplated hereby or which could
result in the imposition of a lien against Purchaser. If Seller receives written
notice of any such claim, litigation or proceeding prior to the Closing, Seller
shall promptly notify Purchaser of same in writing.

                           (c)      No Threatened Action. Except for the matters
listed in Schedule 4.1.2(c), there is no action, proceeding, governmental
investigation or litigation pending or, to the best of Seller's knowledge,
threatened against the Property or Seller which could, in any manner, adversely
affect the transactions contemplated in this Agreement or affect the purchase of
the Property by the Purchaser or the ownership by the Purchaser of the Property
after Closing, nor is there any basis for any such action, proceeding,
investigation or litigation, nor are there any pending litigations in which
Seller is a plaintiff and a Tenant or former Tenant under Lease is a defendant.

                           (d)      No Condemnation. There are no existing or
pending, or, to the best of Seller's knowledge, contemplated or threatened,
condemnation, incorporation, annexation or moratorium proceedings affecting the
Property (or any portion thereof). There are no existing or pending, or, to the
best of Seller's knowledge, contemplated or threatened governmental rules,
regulations, plans, studies or court orders or decisions, which do or could
adversely affect the use or value of the Property.

                  4.1.3    As to Leases. To the best of Seller's knowledge,
Seller represents and warrants to Purchaser, as of the Effective Date, that:

                           (a)      There are no leases, subleases, licenses or
other rental or occupancy agreements (oral or written) with respect to or
affecting the Property, except for those Leases listed on the Schedule of Leases
and Security Deposits attached hereto as Schedule 4.1.3(a);

                           (b)      Except to the extent listed in Schedule
4.1.3(a), no

                                       19
<PAGE>

brokerage fees, commissions, tenant improvements or allowances, or any similar
payments owed or payable by lessor under any of the Leases to any third party in
connection with the existence or execution thereof, or in connection with any
renewal, expansion or extension of any Lease which has occurred prior to, or may
occur after, Closing;

                           (c)      All of the Leases and any guaranties related
thereto are in full force and effect;

                           (d)      No rentals or other amounts due under the
Leases have been paid more than one (1) month in advance;

                           (e)      No tenants are entitled to any free rent,
abatement of rent or similar concession, or to any offset or defense against the
payment of rent and no tenant has asserted any defense or set-off against the
payment of rent in connection with the Leases or has contested any tax,
operating cost or other escalation payments or occupancy charges, or any other
amounts payable under its Lease;

                           (f)      Except for the matters listed in Schedule
4.1.2(c), there are no actions or proceedings pending or threatened by any
tenant under the Leases;

                           (g)      No written notice of default has been
delivered to a tenant under its respective Lease.

                  4.1.4    As to Outstanding Obligations. To the best of
Seller's knowledge, Seller represents and warrants to Purchaser, as of the
Effective Date, that:

                           (a)      No Tax Delinquency. Seller is not delinquent
in the payment of any tax (real estate or otherwise) bills, utility bills or
bills or invoices received from any vender or contractor providing goods or
services to the Property, or otherwise arising out of the ownership, operation
and/or maintenance of the Property.

                           (b)      Payment for Work. No work has been
performed, or labor or materials supplied, at or on the Property, or in
connection with the construction, maintenance, rehabilitation or alteration of
the Property or any of the Improvements at the request of Seller, for which
payment ha not been paid in full except for such work, or labor or materials
supplied, for which Seller has yet to receive billing invoices and which shall
be paid by Seller promptly upon receipt, and, to the best of Seller's knowledge,
no contractor, subcontractor or other party as contracted by Seller has any
claim for payment of any of the same or the right to place a lien against the
Property therefor.

                           (c)      No Special Assessments. There are no special
or other assessments for public improvements or otherwise now affecting the
Property nor does Seller know of (a) any pending or threatened special
assessments affecting the Property; or (b) any contemplated improvements
affecting the Property that may result in special assessments affecting the
Property.

                           (d)      No Reassessment. Neither the purchase of the
Property

                                       20
<PAGE>

pursuant to this Agreement, nor the designation of the Property as a separate
tax lot, distinct from the tax lot allocated to any other contiguous parcel of
land by any governmental authority assessing real or personal property taxes
against the Property, shall result in the reassessment of the Property for the
purposes of real or personal property taxes.

                  4.1.5    As to Compliance with Laws; Agreements. To the best
of Seller's knowledge, Seller represents and warrants to Purchaser, as of the
Effective Date, that:

                           (a)      Compliance with Government Laws and
Ordinances. Except to the extent listed on Schedule 4.1.5(a), the Property is
in compliance with all Federal, State and local laws, ordinances, orders,
regulations and guidelines which govern or affect the ownership, operation,
maintenance or use of the Property.

                           (b)      Use and Occupancy in Compliance with
Restrictions. The Property and the current use, occupation and condition thereof
do not violate any applicable deed restrictions or other covenants, restrictions
or agreements.

                           (c)      No Defaults. Seller has neither received nor
delivered a written notice of default under any of the existing Contracts.

                  4.1.6    As to Accuracy and Truth. To the best of Seller's
knowledge, Seller represents and warrants to Purchaser, as of the Effective
Date, that:

                           (a)      True, Complete and Correct Schedule of
Leases. The Schedule of Leases and Security Deposits attached as Schedule 1.1.6
hereto is a true, accurate and complete list of all of the Leases and all
amendments, supplements and modifications thereof, affecting the Property as of
the Effective Date.

                           (b)      True, Complete and Correct Schedule of
Contracts. The Schedule of Contracts attached hereto as Schedule 1.1.7 is a
true, accurate and complete list of all of the Contracts and all amendments,
supplements and modifications thereof, affecting the Property as of the
Effective Date.

                           (c)      True, Complete and Correct Rent Roll. The
Rent Roll attached hereto as Schedule 4.1.6(c) accurately describes the
information set forth therein with respect to each of the Leases, and all
information contained therein is true and correct as of the Effective Date.

                           (d)      True, Complete and Correct Documentation.
(a) Unless expressly stated otherwise, all documents delivered by Seller or its
agents to the Purchaser pursuant to or in connection with this Agreement are
true, complete and correct copies or originals; and (b) none of the information
contained therein is materially inaccurate.

                           (e)      In General. Seller has made all disclosures
in a true, accurate and complete manner and they are not materially misleading
and do not omit to state anything necessary to make them not materially
misleading.

                                       21
<PAGE>

                  4.1.7    Seller's Knowledge. References in this Agreement to
the "knowledge of Seller" or "the best of Seller's knowledge" or phrases of
similar import, shall refer only to the current actual knowledge of the
Designated Employee (as hereinafter defined) and shall not be construed, by
imputation or otherwise, to refer to the knowledge of Seller or any affiliate of
Seller, to any property manager, or to any partner, officer, agent, manager,
representative or employee of Seller or any affiliate thereof or to impose upon
such Designated Employee any duty to investigate the matter to which such actual
knowledge, or the absence thereof, pertains. As used herein, the term
"Designated Employee" shall refer to Louis Guevara.

         4.2.     By Purchaser. Purchaser represents and warrants to Seller, as
of the Effective Date, that:

                  4.2.1    Duly Organized and Validly Existing. Purchaser is a
limited liability company duly organized, validly existing and in good standing
under the laws of the Commonwealth of Virginia. Purchaser has the power, right
and authority to enter into and perform all of the obligations required of
Purchaser under this Agreement and the instruments and documents referenced
herein, and to consummate the transaction contemplated hereby. Unless otherwise
disclosed to Seller in writing, neither Purchaser nor any affiliate of or
principal in Purchaser is other than a citizen of, or partnership, corporation
or other form of legal person domesticated in the United States of America.

                  4.2.2    Requisite Action . Purchaser has taken all requisite
action and obtained all requisite consents, releases and permissions in
connection with entering into this Agreement and the instruments and documents
referenced herein or required under any covenant, agreement, encumbrance, law or
regulation with respect to the obligations required hereunder, and no consent of
any other party is required for the performance by Purchaser of its obligations
hereunder.

                  4.2.3    Due Authorization. This Agreement is, and all
agreements, instruments and documents to be executed and delivered by Purchaser
pursuant to this Agreement shall be duly authorized, executed and delivered by
Purchaser. This Agreement is, and all agreements, instruments and documents to
be executed and delivered by Purchaser pursuant to this Agreement shall be valid
and legally binding upon Seller and enforceable in accordance with their
respective terms.

                  4.2.4    No Breach. Neither the execution of this Agreement
nor the consummation of the transactions contemplated hereby does not constitute
or shall result in a breach of, or a default under, any agreement, document,
instrument or other obligation to which Purchaser is a party or by which
Purchaser may be bound, or any law, statute, ordinance, rule, governmental
regulation or any writ, injunction, order or decree of any court or governmental
body, applicable to Purchaser or to the Property.

                  4.2.5    No Bankruptcy. No petition in bankruptcy (voluntary
or otherwise), assignment for the benefit of creditors, or petition seeking
reorganization or arrangement or other action under Federal or State bankruptcy
laws is pending against or contemplated by Purchaser.

                                       22
<PAGE>

                  4.2.6    As of the Acceptance Date, Purchaser will have
inspected the Property fully and completely at its expense and will have
ascertained to its satisfaction the extent to which the Property complies with
applicable zoning, building, environmental, health and safety and all other
laws, codes and regulations.

                  4.2.7    As of the Acceptance Date, Purchaser will have
reviewed the Leases, Contracts, expenses and other matters relating to the
Property and, based upon its own investigations, inspections, tests and studies,
will have determined to purchase the Property and to assume Seller's obligations
under the Leases and otherwise with respect to the Property.

         4.3.     Broker. Each of Seller and Purchaser represents to the other
that it has had no dealings, negotiations, or consultations with any broker,
representative, employee, agent or other intermediary in connection with this
Agreement or the sale of the Property, except that Seller has retained the
services of Cushman & Wakefield (the "Broker"). Seller and Purchaser agree that
each will indemnify, defend and hold the other free and harmless from the claims
of any other broker(s), representative(s), employee(s), agent(s) or other
intermediary(ies) claiming to have represented Seller or Purchaser,
respectively, or otherwise to be entitled to compensation in connection with
this Agreement or in connection with the sale of the Property. Seller shall be
solely responsible for the payment of any commission to the Broker upon the
Closing in accordance with the terms of a written agreement between Seller and
Broker. This mutual indemnity shall survive Closing and any termination of this
Agreement. No other commission shall be due and payable by Seller in connection
with the purchase and sale of the Property.

         4.4.     Survivability. The representations and warranties made by
Seller and Purchaser in this Section 4 shall be and remain true and correct in
all material respects at and as of the Closing, and shall survive recordation of
the Deed and Closing hereunder for a period of six (6) months after the Date of
Closing. Neither party shall have any liability for a misrepresentation or
breach of warranty contained herein unless the other party asserts a claim
therefor and delivers written notice of such claim prior to expiration of the
foregoing six (6) month period, and thereafter institutes legal action with
respect to such claim by filing suit or initiating other legal action no later
than the date which is nine (9) months after the Date of Closing.

5.       COSTS AND PRORATIONS.

         5.1.     Purchaser's Costs. Purchaser will pay the following costs of
closing this transaction:

                  5.1.1    The fees and disbursements of Purchaser's counsel in
connection with the closing of this transaction;

                  5.1.2    One-half (1/2) of all settlement, escrow, closing or
attendance fees of the Title Company in connection with the closing of this
transaction;

                  5.1.3    All sales or use taxes relating to the transfer of
personal property to Purchaser;

                                       23
<PAGE>

                  5.1.4    The cost of any title insurance policy issued in
connection with this Agreement or the transaction contemplated hereby;

                  5.1.5    The cost of any new Survey or any environmental
study;

                  5.1.6    Any title search fees and premiums for any title
commitments including the Title Commitment;

                  5.1.7    All expenses pertaining to any financing obtained by
Purchaser;

                  5.1.8    One-half (1/2) of all recording fees;

                  5.1.9    One-half (1/2) of the total State and local realty
transfer taxes due upon sale of the Property (the "Transfer Tax"); and

                  5.1.10   Any other expense(s) incurred by Purchaser or its
representative(s) in inspecting or evaluating the Property or closing this
transaction.

         5.2.     Seller's Costs. Seller will pay:

                  5.2.1    The fees and disbursements of Seller's counsel;

                  5.2.2    One-half (1/2) of any settlement, escrow, closing or
attendance fees to the Title Company;

                  5.2.3    One-half (1/2) of all recording fees; and

                  5.2.4    One-half (1/2) of the Transfer Tax.

                                       24
<PAGE>

         5.3.     Prorations. Rents and any other amounts payable by tenants,
other items of income, personal property taxes, installment payments of special
assessment liens, vault charges, sewer charges, utility charges, normally
recurring vendor costs of any Contract terminated by Seller prior to Closing but
continuing after the Date of Closing, operating expenses payable by tenants as
"pass throughs" or additional rent and other normally prorated operating
expenses actually collected, billed and paid as of the Date of Closing shall be
prorated as of the Date of Closing and be adjusted against the Purchase Price
due at the Closing, provided that within sixty (60) days after the Closing, and
from time to time thereafter if necessary, Purchaser and Seller will make
further adjustments for items of income and expense which may have accrued or
been earned or incurred prior to the Date of Closing, but were not billed, paid
and collected at that date, or which were erroneously not prorated, or were
prorated improperly, at the Closing. It is acknowledged that rents and any and
all other amounts payable under the GSA Leases are paid in arrears and that (a)
the payment for the month prior to the month in which the Date of Closing occurs
may be received after the Closing yet will not be delinquent (and will be deemed
received) for purposes of the foregoing allocation if received in the calendar
month in which the Date of Closing occurs, and (b) the payment received for the
month in which Closing occurs will be received after the Closing yet will not be
delinquent for purposes of the foregoing. In the event any payment under the GSA
Leases is received by Seller after Closing, whether before or after any Novation
Agreement (as hereinafter defined in Section 7.8.6) is signed, and is applicable
to any period that includes the month in which the Date of Closing occurs or to
any month thereafter, Seller shall assign such rent payments to Purchaser
(subject to first crediting Seller with any sums to which Seller is entitled),
and Seller shall take such further actions as may reasonably be necessary or
appropriate to credit such rent payments directly to Purchaser. Notwithstanding
any of the foregoing in this Section 5.3: (i) all prorations and adjustments
shall be deemed final as of May 31, 2004; (ii) all prorations shall be made on
an actual monthly basis; and (iii) the provisions of this Section 5.3 shall
survive Closing. If, at Closing, any tenant is owed a tenant improvement, tenant
allowance or similar payment payable by landlord under any of the Leases that
has not yet expired or been utilized in full as shown on Schedule 4.1.3(a),
Purchaser shall be given a credit at Closing against the Purchase Price for any
such unexpired or unutilized tenant improvement, tenant allowance or similar
payment, and Seller shall have no liability therefor following Closing.

         5.4.     Taxes. General real estate taxes and special assessments
relating to the Property payable during the year in which the Closing occurs
shall be prorated as of the Date of Closing. If the Closing shall occur before
the actual taxes and special assessments payable during such year are known, the
apportionment of taxes shall be upon the basis of taxes for the Property payable
during the immediately preceding year, provided that, if the taxes and special
assessments payable during the year in which the Closing occurs are thereafter
determined to be more or less than the taxes payable during the preceding year
(after any appeal of the assessed valuation thereof is concluded), Seller and
Purchaser promptly shall adjust the proration of such taxes and special
assessments, and Seller or Purchaser, as the case may be, shall pay to the other
any amount required as a result of such adjustment and this covenant shall not
merge with the Deed delivered hereunder but shall survive the Closing. If, as
the result of an appeal of

                                       25
<PAGE>

the assessed valuation of the Property for any real estate tax year prior to (or
including) the Closing, there is issued after Closing an administrative ruling,
judicial decision or settlement by which the assessed value of the Property for
such tax year is reduced, and a real estate tax refund is issued, Seller shall
be entitled to all such refunds relating to the period prior to Closing, except
to the extent that prior or then-existing tenants in the Building are entitled
to a portion of same under the provisions of their Lease(s).

         5.5.     In General. Any other costs or charges of closing this
transaction not specifically mentioned in this Agreement shall be paid and
adjusted in accordance with local custom in Philadelphia, Pennsylvania.

         5.6.     Purpose and Intent. Except as expressly provided herein, the
purpose and intent as to the provisions of prorations and apportionments set
forth in this Section 5 and elsewhere in this Agreement is that Seller shall
bear all expenses of ownership and operation of the Property and shall receive
all income therefrom accruing through midnight at the end of the day preceding
the Closing and Purchaser shall bear all such expenses and receive all such
income accruing thereafter; provided, however, that if Purchaser funds the
Purchase Price to the Escrow Agent on the Date of Closing, and the Escrow Agent
does not distribute to Seller the net Purchase Price on that day, but instead
elects to invest the same overnight, the interest on such investment shall
belong to Purchaser.

6.       NOTICES.

         Except as otherwise specifically set forth in this Agreement, any
notice required or permitted to be given hereunder must be in writing and shall
be deemed to be given: (a) upon receipt if hand delivered or delivered by
electronic mail or facsimile, provided, however, in the event any notice is
delivered by electronic mail or facsimile, such notice shall also be delivered
simultaneously by overnight express service and received by the other party no
later than one (1) business day thereafter; or (b) one (1) business day after
pickup if sent by Emery Air Freight, Airborne, Federal Express, or similar
overnight express service, in any such case addressed to the parties at their
respective addresses referenced below:

         If to Purchaser:         Triple Net Properties, LLC
                                  1551 N. Tustin Avenue, Suite 200
                                  Santa Ana, CA 92705
                                  Attention: Mr. Anthony W. Thompson

                                  Phone: (714) 667-8252
                                  Fax: (714) 667-6860

         With a copy to:          Hirschler Fleischer
                                  701 East Byrd Street, 15th Floor
                                  Richmond, VA 23219
                                  Attention: Louis J. Rogers, Esq.

                                       26
<PAGE>

                                  Phone: (804) 771-9567
                                  Fax: (804) 644-0957

         If to Seller:            Consortium Two - Public Ledger, L.P.
                                  c/o The Bernstein Companies
                                  3299 K Street N.W., Suite 700
                                  Washington, D.C. 20007

                                  Attention:
                                  Kathy Barlow, Esq., Vice President and General
                                  Counsel
                                  Phone: (202) 478-7527
                                  Fax: (202) 333-3323

                                  And

                                  Attention:
                                  Mr. Gary Griffin, Asset Manager
                                  Phone: (202) 478-7524
                                  Fax: (202) 333-3323

         With a copy to :         Holland & Knight LLP
                                  2099 Pennsylvania Avenue, N.W., Suite 100
                                  Washington, D.C. 20006
                                  Attention: Nelson F. Migdal, Esq.

                                  Phone: (202) 457-5925
                                  Fax: (202) 955-5564

or in each case to such other address as either party may from time to time
designate by giving notice in writing pursuant to this Section 6 to the other
party. Notice shall be deemed effective if given by counsel to any party,
provided that such counsel is acting in its capacity as attorney and counsel for
and on behalf of such party.

7.       CLOSING AND ESCROW.

         7.1.     Escrow Instructions. Not less than ten (10) business days
prior to the Date of Closing, Purchaser and Seller (or their respective counsel
on behalf of Purchaser and Seller) shall execute a joint letter of escrow
closing instructions (the "Closing Instructions") to the Escrow Agent to serve
as the instructions to the Escrow Agent as the escrow holder for consummation of
the transaction contemplated herein. Seller and Purchaser agree to execute such
additional and supplementary escrow instructions as may be appropriate to enable
the Escrow Agent to comply with the terms of this Agreement; provided, however,
that in the event of any conflict between the provisions of this Agreement and
any supplementary escrow instructions, the terms of the escrow instructions
shall prevail.

         7.2.     Seller's Deliverables. Seller shall deliver either at the
Closing or by

                                       27
<PAGE>

making available at the Property, as appropriate, the following original
documents, each executed and, if required, acknowledged (the "Seller's
Deliverables"):

                  7.2.1    A special warranty deed conveying Seller's fee simple
interest in the Land and the Improvements, in the form attached hereto as
Exhibit 7.2.1, subject only to the Permitted Encumbrances and other matters
subsequently approved by Purchaser or Purchaser's counsel (the "Deed").

                  7.2.2    A bill of sale in the form attached hereto as Exhibit
7.2.2 conveying the Personal Property and the Intangible Personal Property.

                  7.2.3    (i) Originals (or copies if originals not available)
of all Existing Leases which are still in effect as of Closing and any New
Leases entered into pursuant to Section 3.6.6 hereof; and (ii) an assignment of
the Leases by way of an assignment and assumption agreement in the form attached
hereto as Exhibit 7.2.3.

                  7.2.4    To the extent applicable and if requested by
Purchaser, courtesy copies of all Contracts relating to the Property for which
Purchaser has entered into a new contract directly with the vendor.

                  7.2.5    (i) Originals of all transferable warranties and
guarantees then in effect, if any, with respect to the Property or to the
Improvements or any repairs or renovations to such Improvements and Personal
Property; and (ii) an assignment of all transferable warranties and guarantees
then in effect, if any, with respect to the Improvements or any repairs or
renovations to such Improvements and Personal Property being conveyed hereunder,
in the form attached hereto as Exhibit 7.2.5.

                  7.2.6    All books and records relating to the Property held
by or for the account of Seller.

                  7.2.7    Corporate authorizations and such other documents and
instruments that may be required by and in a form acceptable to the Title
Company, including without limitation an Owner's Title Affidavit in a form
sufficient to cause the Title Company to remove standard exceptions to title
insurance coverage under the Title Policy for mechanics liens, tenants under
unrecorded leases, unrecorded easements and other such exceptions normally and
customarily removed prior to issuance of a title insurance policy typically
issued in transactions similar to the transaction contemplated hereby in the
Philadelphia commercial real estate market.

                  7.2.8    An affidavit (the "FIRPTA Affidavit") pursuant to the
Foreign Investment and Real Property Tax Act in the form attached hereto as
Exhibit 7.2.8.

                  7.2.9    A Settlement Statement (the "Settlement Statement")
prepared by the Title Company and showing costs of the Closing, prorations,
credits and other matters agreed to by the parties.

                  7.2.10   Originals of all Tenant Estoppels (as hereinafter
defined in Section 7.8.5).

                                       28
<PAGE>

                  7.2.11   To the extent required under Section 7.8.6, below, an
original Novation Agreement (as hereinafter defined in Section 7.8.6) executed
and delivered by Seller and Purchaser.

                  7.2.12   A Certificate of Seller containing an unqualified
statement by Seller that all of Seller's representations and warranties set
forth herein and in any Schedule hereto and any amendment hereof are and remain
true, accurate and correct in all material respects at and as of the Date of
Closing.

                  7.2.13   A notice to tenant (the "Notice to Tenant"), in the
form attached hereto as Exhibit 7.2.13, addressed to each tenant of the Property
advising such tenant of the sale of the Property and providing the tenant of the
name and address of Purchaser's agent for purposes of delivering notices and
remitting rent and other payments.

                  7.2.14   Evidence of Seller's authority, and the authority of
the person executing the Deed and the other documents at Closing on behalf of
Seller, acceptable to Purchaser and the Title Company, to enter into the
transactions contemplated by this Agreement.

                  7.2.15   Transfer and Recordation Tax Declarations, or other
similar documents required to be executed in connection with the recordation of
the Deed.

                  7.2.16   Letters to contractors, to the extent Purchaser is
assuming their Contracts, and utility companies serving the Property, in the
form attached hereto as Exhibit 7.2.16, advising them of the sale of the
Property to Purchaser and termination of Seller's account(s) as of 11:59 p.m.,
local time on the day preceding the Date of Closing, and directing to Purchaser
all bills for the services provided to the Property on and after the Date of
Closing. Seller shall be entitled to the return of any deposit(s) posted by it
herein.

                  7.2.17   Seller shall provide a so-called "Gap Indemnity" if
required by the Title Company.

                  7.2.18   An updated Rent Roll, certified by Seller as true,
accurate and complete as of a date no earlier than one (1) day prior to the Date
of Closing.

                  7.2.19   All of Seller's property files located at the
Property and relating to the operation of the Property, including without
limitation plans and specifications, lease records and any tenant correspondence
files.

                  7.2.20   Evidence of termination of the leasing and management
agreements, if any.

                  7.2.21   Evidence of any and all tax payments in connection
with the Property.

                  7.2.22   Keys, electronic codes, electronic key cards,
passwords and any and all other such security devices, if applicable.

                                       29
<PAGE>

                  7.2.23   Such other customary and normal documents and
instruments as Purchaser and/or the Title Company may reasonably request;
provided, however, that such documents or instruments do not expand the scope of
Seller's warranties or obligations as set forth in this Agreement.

         7.3.     Purchaser's Deliveries. At the Closing, Purchaser shall:

                  7.3.1    Pay, or cause Escrow Agent and/or Title Company to
pay, Seller the Purchase Price; and

                  7.3.2    Execute and deliver to Seller (a) the agreements
referred to in Sections 7.2.3(ii), 7.2.5(ii), 7.2.9 and 7.2.11; (b) a
Certificate of Purchaser containing an unqualified statement by Purchaser that
all of Purchaser's representations and warranties set forth herein and in any
Schedule or Exhibit hereto and any amendment hereof are and remain true,
accurate and correct in all material respects at and as of the Date of Closing;
(c) evidence of Purchaser's authority, and the authority of the person executing
any documents at Closing on behalf of Purchaser, acceptable to Seller and the
Title Company, to enter into the transactions contemplated by this Agreement;
(d) Transfer and Recordation Tax Declarations or other similar documents
required to be executed in connection with the recordation of the Deed; and (e)
such other customary and normal documents and instruments as Purchaser and/or
the Title Company may reasonably request.

         7.4.     Possession. Purchaser shall be entitled to possession of the
Property upon conclusion of the Closing, subject only to the Permitted
Encumbrances.

         7.5.     Insurance. Seller shall terminate its policies of insurance as
of 9:00 a.m. (Eastern time) on the first (1st) business day after the Date of
Closing and Purchaser shall be responsible for obtaining its own insurance
effective as of the Date of Closing.

         7.6.     Security Deposits. At the option of Purchaser the unapplied
cash balance of any and all Security Deposits shall either be credited against
the Purchase Price at Closing, or paid over to Purchaser and not so credited.
Prior to or on the Date of Closing, Seller shall have endorsed, assigned, caused
to be re-issued in the name of, or otherwise taken all steps necessary to
properly and legally effect the transfer of any and all non-cash Security
Deposits held by Seller pursuant to the Leases, as of or prior to the Date of
Closing.

         7.7.     Post-Closing Collections. Purchaser shall use commercially
practicable efforts, in the normal course of Purchaser's business, for the
period commencing on the Date of Closing and expiring on May 31, 2004, to
collect and promptly remit to Seller rents or other amounts due Seller for the
period prior to the Closing. Purchaser shall not be obligated to, and Seller
shall have no right to, assert, institute or file any legal suit, action or
other proceeding with respect to any such delinquent rents owed Seller for
periods prior to the Closing. Purchaser shall apply such rents or other amounts
received from tenants, first for the account of Purchaser, then for the account
of Seller for any and all amounts then due to Seller for periods prior to the
Closing, and the balance to be

                                       30
<PAGE>

retained by Purchaser. The provisions of this Section 7.7 shall not merge into
the Deed and shall survive the Closing hereunder.

         7.8.     Conditions Precedent to Purchaser's Obligation to Close.
Purchaser shall have no obligation to consummate Closing unless, prior to or on
the Date of Closing all of the following conditions precedent to Closing shall
have been satisfied by Seller or waived in writing by Purchaser:

                  7.8.1    Seller shall have performed and satisfied all of its
duties, agreements, obligations, conditions and requirements set forth herein,
and in any other document or instrument delivered by Seller pursuant hereto, in
all material respects.

                  7.8.2    The representations and warranties of Seller set
forth and contained in this Agreement shall be and remain, at and as of the Date
of Closing, true, accurate and correct in all material respects.

                  7.8.3    Except in the case of a casualty or taking by eminent
domain, the physical condition of the Property shall not have changed since the
Effective Date, normal wear and tear excepted.

                  7.8.4    The Title Company shall have issued or shall be
irrevocably committed to issue its standard Policy of Owner's Title Insurance,
with endorsements and affirmative coverage required by, and in a form approved
by Purchaser prior to the Acceptance Date, which policy, and all endorsements
thereto, shall be issued at the Title Company's standard rates upon payment by
Purchaser of all required premiums, fees and other title charges, and shall
insure for the benefit of Purchaser good and marketable fee simple title in and
to the Land and Improvements, subject only to the Permitted Encumbrances.

                  7.8.5    Seller shall have obtained and delivered to Purchaser
an executed tenant estoppel certificate (the "Tenant Estoppel") from tenants in
the Property in the form attached hereto as Exhibit 7.8.5, and, to the extent
applicable, a statement of lease (the "Statement of Lease") from GSA in the form
attached hereto as Exhibit 7.8.5-GSA, both without material modification (except
that a Tenant Estoppel may be modified as necessary so as not to increase the
liability or obligations of the tenant under its Lease), such that Seller shall
have obtained, in the aggregate, no less than seventy-five percent (75%) of all
space currently leased to tenants, including all of the tenants (the "Major
Tenants") set forth in Schedule 7.8.5(A) attached hereto, pursuant to the
Leases. Tenant Estoppels received from tenants on any form other than that
attached to this Agreement, or containing material deviations or modifications
from the form attached shall not be included in any calculation made in order to
determine whether or not the condition set forth in this Section has been
satisfied. In addition to Seller's obligations provided in this Section 7.8.5,
Seller covenants to use good faith, commercially reasonable efforts to forward
and obtain a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") in
the form attached hereto as Exhibit 7.8.5-SNDA to each and every tenant and
guarantor of tenant, if applicable, leasing at least 10,000 square feet of space
within the Property; provided, however, that Seller's failure to obtain any such
SNDA, despite

                                       31
<PAGE>

its good faith, commercially reasonable efforts to obtain the same, shall not
render Seller liable for such failure, nor shall any such failure constitute a
condition precedent to Buyer's obligation to proceed to Closing.

                  7.8.6    Seller shall have obtained and delivered to Purchaser
a novation agreement or similar agreement ("Novation Agreement"), signed by
Seller, in form attached hereto at Exhibit 7.8.6 pursuant to which GSA shall
acknowledge the transfer from Seller to Purchaser of the Property and agreed to
recognize Purchaser as the new landlord under its Lease, in substitution for and
replacement of Seller; provided, however, that Seller shall not be obligated to
execute a Novation Agreement which would impose any greater liability or
obligation upon Seller than as provided in the GSA Lease. Purchaser shall be
responsible for submission of the Novation Agreement to GSA for execution
following Closing and for compliance with all other obligations of the landlord
thereunder. Notwithstanding any provision to the contrary in this Section 7.8.6,
in the event that GSA objects to the form of Novation Agreement attached hereto
as Exhibit 7.8.6, then Seller and Purchaser hereby agree that (i) any immaterial
revisions required by GSA to the attached form of Novation Agreement shall be
deemed acceptable for purposes hereof and neither party shall seek to terminate
this Agreement on account of said proposed immaterial revisions; and (ii) if GSA
requires material revisions to the form of Novation Agreement, and said material
revisions would materially, adversely impact the rights, duties or obligations
of either Seller or Buyer under the Novation Agreement as attached hereto, then
said party(ies) whose rights have been materially, adversely affected shall have
the right, in its sole discretion, to waive any of said materials revisions and
to execute the Novation Agreement as so revised.

                  7.8.7    Except as expressly permitted under this Agreement,
Seller shall not have entered into any New Leases, or amended, modified,
supplemented or terminated any Existing Leases, without the prior written
consent of Purchaser.

                  7.8.8    Seller shall have kept in full force and effect with
respect to the Property the polices of insurance in effect at the execution of
this Agreement.

                  7.8.9    Except as expressly permitted under this Agreement,
Seller shall not have entered into any new Contracts, or amended, modified,
supplemented or terminated any of the existing Contracts, without the prior
written consent of Purchaser.

                  7.8.10   Seller shall have complied with all laws, rules,
regulations, ordinances, judgments, statutes or order relating to the ownership,
operation and maintenance of the Property, and Seller shall not have taken any
action, or omitted to take any required action, which could give rise to a
violation of any of same and shall have kept all requisite Approvals in full
force and effect and shall have taken all requisite action necessary to transfer
or assign the Approvals to Purchaser upon Closing.

8.       DEFAULT; FAILURE OF CONDITION.

         8.1.     PURCHASER DEFAULT. IF PURCHASER SHALL REFUSE OR FAIL TO
CONSUMMATE THE PURCHASE OF THE PROPERTY AS HEREIN

                                       32
<PAGE>

PROVIDED, FOR ANY REASON OTHER THAN (I) A DEFAULT BY SELLER, OR (II) ANY OTHER
PROVISION OF THIS AGREEMENT WHICH PERMITS PURCHASER TO TERMINATE THIS AGREEMENT
OR OTHERWISE RELIEVES PURCHASER OF THE OBLIGATION TO PURCHASE THE PROPERTY,
SELLER SHALL HAVE AS ITS SOLE REMEDY HEREUNDER THE RIGHT TO TERMINATE THIS
AGREEMENT AND TO RECEIVE FROM ESCROW AGENT AND RETAIN THE DEPOSIT AS LIQUIDATED
DAMAGES FOR PURCHASER'S DEFAULT, AND, IN SUCH EVENT, BOTH PARTIES SHALL BE
RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER, OTHER THAN THOSE
LIABILITIES WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH
THE EXPRESS TERMS HEREOF. SELLER AND PURCHASER AGREE THAT THE DEPOSIT IS A FAIR
AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES
IN LIGHT OF SELLER'S REMOVAL OF THE PROPERTY FROM THE MARKET AND THE COSTS
INCURRED BY SELLER AND SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

         8.2.     SELLER DEFAULT. IF SELLER SHALL REFUSE OR FAIL TO CONVEY THE
PROPERTY AS HEREIN PROVIDED, FOR ANY REASON OTHER THAN (I) A DEFAULT BY
PURCHASER, OR (II) ANY OTHER PROVISION OF THIS AGREEMENT WHICH PERMITS SELLER TO
TERMINATE THIS AGREEMENT OR OTHERWISE RELIEVES SELLER OF THE OBLIGATION TO
CONVEY THE PROPERTY, OR IF SELLER IS OTHERWISE IN DEFAULT OF ITS OBLIGATIONS
HEREUNDER AND HAS NOT CURED SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER
RECEIVING WRITTEN NOTICE OF SUCH DEFAULT, THEN PURCHASER SHALL HAVE THE RIGHT TO
ELECT AS ITS SOLE REMEDY HEREUNDER EITHER TO (A) TERMINATE THIS AGREEMENT, IN
WHICH EVENT ESCROW AGENT SHALL IMMEDIATELY UPON DEMAND REFUND THE DEPOSIT TO
PURCHASER AND THE PARTIES SHALL THEREAFTER HAVE NO FURTHER LIABILITY OR
OBLIGATION HEREUNDER OTHER THAN THOSE WHICH SURVIVE THE TERMINATION OF THIS
AGREEMENT PURSUANT TO THE EXPRESS TERMS HEREOF, EXCEPT THAT PURCHASER SHALL
THEREAFTER HAVE THE RIGHT TO SEEK REIMBURSEMENT FROM SELLER OF ANY AND ALL 3RD
PARTY OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS
TRANSACTION, UP TO A MAXIMUM AMOUNT OF ONE HUNDRED THOUSAND AND NO/100 U.S.
DOLLARS ($100,000.00), OR(B) SEEK THE ENFORCEMENT OF SELLER'S OBLIGATIONS
HEREUNDER TO CONVEY THE PROPERTY IN ACCORDANCE WITH THE PROVISIONS HEREOF,
PROVIDED THAT NO SUCH ACTION IN SPECIFIC PERFORMANCE SHALL SEEK TO REQUIRE
SELLER TO (A) CHANGE THE CONDITION OF THE PROPERTY OR RESTORE THE SAME AFTER ANY
FIRE OR OTHER CASUALTY; (B) EXPEND MONEY OR POST A BOND TO REMOVE A TITLE
ENCUMBRANCE OR DEFECT OR CORRECT ANY MATTER SHOWN ON A SURVEY OF THE PROPERTY,
EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.2; OR (C) SECURE ANY PERMIT, APPROVAL,
OR CONSENT WITH RESPECT TO THE PROPERTY OR SELLER'S CONVEYANCE OF THE PROPERTY.
PURCHASER SHALL BE

                                       33
<PAGE>

DEEMED TO HAVE WAIVED ITS REMEDY OF SPECIFIC PERFORMANCE, AS PROVIDED IN THIS
SECTION, UNLESS SUCH ACTION SHALL BE INSTITUTED BY PURCHASER WITHIN NINETY (90)
DAYS AFTER SELLER'S FAILURE OR REFUSAL TO CURE A DEFAULT OR SATISFY A CONDITION
AS PROVIDED IN SECTION 8.3, BELOW.

BY INITIALING BELOW, PURCHASER ACKNOWLEDGES THAT: (i) THIS SECTION 8.2 HAS BEEN
READ AND FULLY UNDERSTOOD, (ii) PURCHASER HAD THE OPPORTUNITY TO ASK QUESTIONS
OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) PURCHASER HAS
ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 8.2.

SELLER:                                    PURCHASER:

CONSORTIUM TWO - PUBLIC                    TRIPLE NET PROPERTIES, LLC
LEDGER L.P.

/s/ AKB                                    /s/ AWT
---------------------------                --------------------------------
INITIALS                                   INITIALS

         8.3.     Failure of Condition. In the event that Seller has failed to
satisfy one or more conditions precedent to Closing set forth in Section 7.8,
above, then the Purchaser shall have the right, as its sole and exclusive remedy
to either (a) postpone the Closing for not more than thirty (30) days to provide
the Seller an opportunity to satisfy such condition, or (b) waive the condition
(s) and proceed to Closing in accordance with and subject to the provision
hereof. The parties acknowledge and agree that Seller shall have no obligation
to satisfy any condition except as otherwise provided in Section 8.2 hereof. If
Purchaser fails to waive the condition within ten (10) days after notice from
Seller that Seller will not satisfy the condition provided it is not a condition
which Seller has an obligation to satisfy under Section 8.2, this Agreement
will terminate automatically and the Escrow Agent shall promptly return the
Deposit to Purchaser, provided that Purchaser shall not be in default hereunder,
and neither party shall have any further liability to the other, except for
Purchaser's obligations under Section 3.1 and Section 3.5.

SELLER:                                    PURCHASER:

CONSORTIUM TWO - PUBLIC                    TRIPLE NET PROPERTIES, LLC
LEDGER, L.P.

/s/ AKB                                    /s/ AWT
---------------------------                --------------------------------
INITIALS                                   INITIALS

                                       34
<PAGE>

9.       MISCELLANEOUS.

         9.1.     Entire Agreement. This Agreement, together with the Schedules
and Exhibits attached hereto, all of which are incorporated by reference, is the
entire agreement between the parties with respect to the subject matter hereof,
and no alteration, modification or interpretation hereof shall be binding unless
in writing and signed by both parties. This Agreement supersedes any prior
agreements or understandings between the parties with respect to the subject
matter hereof.

         9.2.     Severability. If any provision of this Agreement or
application to any party or circumstances 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.

         9.3.     Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflicts of law.

         9.4.     Assignability. Purchaser may not assign this Agreement without
first obtaining Seller's written consent, except that Purchaser may assign this
Agreement to an affiliate of, or party related to, Purchaser, or any entity
comprised, in whole or in part, of principals in, affiliates of or parties
related to Purchaser. Any assignment in contravention of this provision shall be
void. No assignment shall release the Purchaser herein named from any obligation
or liability under this Agreement. Any permitted assignee shall be deemed to
have made any and all representations and warranties made by Purchaser
hereunder, as if the assignee were the original signatory hereto.

         9.5.     Successors Bound. This Agreement shall be binding upon and
inure to the benefit of Purchaser and Seller and their successors and permitted
assigns.

         9.6.     No Public Disclosure. Neither party shall make public
disclosure of the terms of this transaction without the prior written consent of
the other, except that Purchaser may discuss the transaction in confidence with
proposed joint venturers or prospective mortgagees.

         9.7.     Captions. The captions in this Agreement are inserted only as
a matter of convenience and for reference and in no way define, limit or
describe the scope of this Agreement or the scope or content of any of it
provisions.

         9.8.     Attorneys' Fees. In the event of any litigation arising out of
this Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees and costs.

         9.9.     No Partnership. Nothing contained in this Agreement shall be
construed to create a partnership or joint venture between the parties or their
successors in interest.

                                       35
<PAGE>

         9.10.    Time of Essence. Time is of the essence in this Agreement.

         9.11.    Counterparts. This Agreement may be executed and delivered in
any number of counterparts, each of which so executed and delivered shall be
deemed to be an original and all of which shall constitute one and the same
instrument.

         9.12.    Recordation. Purchaser and Seller agree not to record this
Agreement or any memorandum hereof.

         9.13.    Proper Execution. The submission by Seller to Purchaser of
this Agreement in unsigned form shall be deemed to be a submission solely for
Purchaser's consideration and not for acceptance and execution. Such submission
shall have no binding force and effect, shall not constitute an option, and
shall not confer any rights upon Purchaser or impose any obligations upon Seller
irrespective of any reliance thereon, change of position or partial performance.
The submission by Seller of this Agreement for execution by Purchaser and the
actual execution and delivery thereof by Purchaser to Seller shall similarly
have no binding force and effect on Seller unless and until Seller shall have
executed this Agreement and a counterpart thereof shall have been delivered to
Purchaser.

         9.14.    Tax Protest. If as a result of any tax protest or otherwise
any refund or reduction of any real property or other tax or assessment relating
to the Property during the period for which, under the terms of this Agreement,
Seller is responsible, Seller shall be entitled to receive or retain such refund
or the benefit of such reduction, less equitable prorated costs of collection.
The provisions of this section 9.14 shall not merge into the Deed and shall
survive the Closing hereunder.

         9.15.    Merger. Except as otherwise expressly provided herein,
Purchaser's acceptance of the Deed shall be deemed a discharge of all of the
obligations of Seller hereunder and all of Seller's representations, warranties,
covenants and agreements herein shall merge in the documents and agreements
executed at the Closing and shall not survive the Closing.

         9.16.    Limited Recourse. Purchaser agrees that it does not have and
will not have any claims or causes of action against any disclosed or
undisclosed officer, director, employee, trustee, shareholder, partner,
principal, parent, subsidiary or other affiliate of Seller (collectively, the
"Seller's Affiliates"), arising out of or in connection with this Agreement or
the transactions contemplated hereby. Purchaser agrees to look solely to
Seller's assets directly attributable to the Property for the satisfaction of
Seller's liability or obligation arising under this Agreement or the
transactions contemplated hereby, or for the performance of any of the
covenants, warranties or other agreements of Seller contained herein, and
further agrees not to sue or otherwise seek to enforce any personal obligation
against any of the Seller's Affiliates with respect to any matters arising out
of or in connection with this Agreement or the transactions contemplated hereby.
The total liability of Seller hereunder shall in no event exceed one percent
(1%) of the Purchase Price.

                                       36
<PAGE>

         9.17.    Like Kind Exchange. Purchaser, at the request of Seller,
agrees to cooperate with Seller so that Seller may dispose of the Property in a
transaction intended to qualify in whole or in part as a tax-deferred exchange
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. In
order to implement such exchange, Seller, may upon written notice to Purchaser
assign its rights, but not its obligations, under this Agreement to a third
party designated by Seller to act as a qualified intermediary (as such phrase is
defined in applicable Treasury regulations), and Purchaser agrees to make all
payments due hereunder to or as may be directed by such intermediary and to
execute such instruments as Seller may reasonably request in connection
therewith; provided, however, that Purchaser shall not be required to incur any
additional expense (unless Seller agrees to reimburse Purchaser for same at the
Closing) or liability (other than to a de minimis extent) as a result of such
cooperation, exchange or assignment.

         9.18.    Seller Cooperation with S-X 3-14 Audit. Seller and Purchaser
acknowledge that Purchaser intends to assign all of its rights, title and
interest in and to this Agreement. The assignee associated herewith may be a
publicly registered company ("Registered Company") promoted by the Purchaser.
Seller acknowledges that it has been advised that, in the event assignee is a
Registered Company, the assignee may be required to make certain filings (the
"SEC Filings") with the SEC related to the most recent pre-acquisition fiscal
year (the "Audited Year") for the Property. To assist the assignee in preparing
the SEC Filings, Seller acknowledges and agrees to use commercially reasonable
efforts to provide the assignee copies of, or access to, the following
Property-related documents: (i) access to bank statements for the Audited Year;
(ii) a rent roll as of the end of the Audited Year; (iii) operating statements
for the Audited Year; (iv) access to the general ledger for the Audited Year;
(v) a cash receipts schedule for each month of the Audited Year; (vi) access to
invoices for expenses and capital improvements for the Audited Year; (vii)
copies of all insurance documentation for the Audited Year; (viii) copies of all
accounts receivable aging as of the end of the Audited Year along with an
explanation for all accounts more than thirty (30) days past due as of the end
of the Audited Year; and (ix) a signed representation letter at the end of the
field work. Seller and Purchaser acknowledge and agree that the provisions of
this Section 9.18 shall survive Closing.

                            [SIGNATURES ON NEXT PAGE]

                                       37
<PAGE>

         IN "WITNESS WHEREOF, Purchaser and Seller have executed this Agreement
on the date set forth below, effective as of the date set forth above.

SELLER:                             CONSORTIUM TWO - PUBLIC LEDGER, L.P., a
                                    Pennsylvania limited partnership

                                    By: Consortium Two - Public Ledger, Inc., a
                                        Delaware corporation, general partner

                                        By: /s/ Adam K. Bernstein
                                            ----------------------------------
                                            Name: Adam K. Bernstein
                                            Title: President

PURCHASER:                          TRIPLE NET PROPERTIES, LLC, a Virginia
                                    limited liability company

                                    By: /s/ Anthony W. Thompson
                                        ----------------------------------
                                        Name: Anthony W. Thompson
                                        Title: President

         An original executed copy of this Agreement by Purchaser, together with
the Deposit, has been, received by the Escrow Agent's agent this____________ day
of_______________ 200_, and by execution hereof the Escrow Agent's agent hereby
covenants and agrees to be bound by the terms of this Agreement.

ESCROW AGENT:                       FIRST AMERICAN TITLE INSURANCE
                                    COMPANY

                                    By: _________________________________
                                        Name:
                                        Title:

                                       38