Exhibit 10.30


 


FIRST AMENDMENT TO CONTRACT OF

SALE AND PURCHASE


 


1410 GILLINGHAM, LTD., a Texas limited
partnership, and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois
corporation, being the parties to that certain Contract of Sale and Purchase
having an Effective Date of August 12, 2005 (the “Contract”), hereby amend
the first sentence of Paragraph 10 of the Contract to read as follows:


 


The purchase and sale of the
Property (“Closing”) shall take place through an escrow established with the
Title Company on January 12, 2006 (such day of closing being herein called
the “Closing Date”).


 


Except as set forth in this First Amendment,
the Contract remains in full force and effect as written. This First Amendment
may be executed in multiple counterparts, each of which shall be deemed an
original hereof. Facsimile signatures shall have the force and effect of
original signatures.


 


In witness whereof, this First Amendment is
executed to be effective as of January 3, 2006.


 


	
   

  	
  1410
  GILLINGHAM, LTD., a Texas limited 

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Edwin
  L. Summers, Inc., a Texas  corporation,
  a General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edwin L. Summers

  
	
   

  	
   

  	
  Edwin L. Summers, Inc., President

  
					



 


	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS, INC., an Illinois corporation  

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ G. Joseph Cosenza

  
	
   

  	
  Name:

  	
  G. Joseph Cosenza

  
	
   

  	
  Title:

  	
    President

  
					



 





















 


CONTRACT OF  SALE  AND  PURCHASE


 


THIS CONTRACT OF SALE AND PURCHASE
(hereinafter referred to as this “Contract”) is made as of the Effective Date
(as such term is defined in Paragraph 26 below) by and between 1410 GILLINGHAM,
LTD., a Texas limited partnership (hereinafter referred to as “SELLER”), and
INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (hereinafter
referred to as “PURCHASER”).


 


W I T N E S S E T H:


 


1.             PROPERTY. PURCHASER agrees to purchase upon the terms and conditions set forth
herein, and SELLER agrees to sell to PURCHASER upon the terms and conditions
set forth herein, the following:


 


(a)           An 11.041 acre tract of land, more or less,
situated in the Brown & Belknap League, A-15, Fort Bend County, Texas,
and out of Commercial Reserve “A” of Sugar Land Business Park, Tract 133 as
filed for record by map of plat in Slide No. 1666B of the Plat Records of
Fort Bend County, Texas, said 11.041 acre tract being described by metes and bounds
in Exhibit A attached hereto and
made a part hereof (hereinafter referred to as the “Land”), together with all
interests appurtenant thereto, including all mineral interests owned by SELLER,
and any interest of SELLER in any alleys, strips or gores of land adjoining the
Land.


 


(b)           That certain two-story concrete tilt-wall,
steel frame building constructed on the Land and containing approximately
150,000 square feet, and any and all fixtures and plumbing, electrical,
mechanical and heating, ventilation, and cooling equipment which are part of
such building (but expressly excluding, however, any trade fixtures and
removable equipment owned by Tenant (hereinafter defined)), and together with
any other structures, open parking areas and other improvements located on the
Land (hereinafter referred to as the “Improvements”).


 


(c)           All equipment, furnishings, materials,
supplies, machinery, appliances, keys, and other tangible personal property
owned by SELLER and placed or installed on the Land or in the Improvements and
used as part of or in connection therewith.


 


(d)           All rights, titles and interests of SELLER in
and to any easements, rights-of-way or other interests in, on, or to, any land,
highway, street, road or avenue, open or proposed, in, on, across, in front of,
abutting or adjoining, the Land; and all rights, titles and interests of SELLER
in and to any awards made or to be made in lieu thereof, and in and to any
unpaid awards for damage thereto by reason of a change of grade of any such
highway, street, road or avenue.


 


(e)           SELLER’s rights, titles and interests in and
to all warranties, guaranties, bonds, certificates, the Tax Abatement
Agreements (as hereinafter defined), permits, zoning variances, waivers,
governmental approvals, utility capacities, utility commitments or agreements
relating to the Land and the Improvements, to the extent that same are in
existence and assignable without


 





















 


the consent of third parties or for which consents are obtained. Such
assignment shall expressly include the assignment of any construction
warranties for the construction of the Improvements, modifications thereto, and
certain tenant improvements and equipment installed in the Improvements and
held by or accruing to the benefit of SELLER (collectively, the “Construction
Warranties”); provided, however, that the Construction Warranties may also be
assigned to and/or enforced by Tenant pursuant to the terms of the Lease
(hereinafter defined), and PURCHASER shall enforce any Construction Warranties
jointly with Tenant. To the extent that the consent of a third party is
required to effect any such assignment, SELLER shall use its reasonable efforts
(i) during the Inspection Period (as defined in Paragraph 6(b) below)
to determine whether such consent would be granted in connection with the sale
and purchase contemplated by this Contract and (ii) after the completion
of the tenant improvements to be done by SELLER, and in connection with the
Closing, to have the Construction Warranties assigned to PURCHASER, but SELLER
shall not be obligated to incur any material out-of-pocket costs or expenses in
obtaining such consent. There is expressly excluded herefrom the assignment by
SELLER of any amounts deposited with utility companies as security.


 


(f)            SELLER’s rights, titles and interests as
Landlord under that certain Lease Agreement (the “Lease”) dated November 18,
2004 between SELLER, as Landlord, and Thermo Process Instruments, L.P., a Texas
limited partnership (“Tenant”), as Tenant, for the Leased Premised (as such
term is defined in the Lease), together with all of SELLER’s rights, titles and
interests in and to that certain Guaranty, dated November 18, 2004 and
executed by Thermo Electron Corporation, of the payment and performance of
Tenant’s obligations under the Lease (the “Guaranty”).


 


(g)           SELLER’s rights, titles and interests in and to
all site plans, surveys, environmental, soil and sub-strata studies, architectural
drawings, plans and specifications, engineering plans and studies, floor plans,
landscape plans and other plans or studies of any kind to the extent (i) available,
(ii) assignable without violation of applicable law or any agreement or confidentiality
provision relating thereto (provided that SELLER shall use reasonable efforts during
the Inspection Period to determine whether any consent would be granted in connection with the sale and
purchase contemplated by this Contract, as provided for in Paragraph 1(e) above),
and (iii) in SELLER’s possession or control (or in the possession of
SELLER’s agents), that relate to the Land and the Improvements.


 


(h)           Any and all other assignable rights,
privileges and appurtenances owned by SELLER and in any way related to, or used
in connection with, the operation of the Land and Improvements including,
without limitation, any prepaid rents and deposits made by Tenant under the
Lease.


 


The term “Property”, as hereinafter used,
shall mean all property, whether real or personal, described in Paragraphs 1(a)
through 1(h) above. PURCHASER and SELLER acknowledge, and PURCHASER agrees,
that the Property will be sold to PURCHASER in its “AS-IS, WHERE IS” condition
and WITH ALL FAULTS, and WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
FITNESS, HABITABILITY, USE, MERCHANTABILITY, QUALITY OF CONSTRUCTION,
WORKMANSHIP, OR OTHERWISE except as to the Construction


 


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Warranties, warranties of title and the warranties and representations
set forth herein or that may be set forth in the closing documents.


 


2.             PURCHASE PRICE. The purchase price (hereinafter referred to
as the “Purchase Price”) for the Property shall be THIRTEEN MILLION NINE
HUNDRED THOUSAND AND NO/100 DOLLARS (U.S. $13,900,000.00). The Purchase Price,
less amounts for prorations and any credits to PURCHASER, shall be payable in
immediately available funds at Closing to SELLER.


 


3.             DEPOSIT OF CONTRACT AND EARNEST MONEY WITH TITLE
COMPANY: INDEPENDENT CONTRACT CONSIDERATION.


 


(a)           PURCHASER and SELLER shall mutually cause a
fully executed counterpart of this Contract to be deposited with the Title
Company (hereinafter defined) within two (2) business days after this
Contract has been fully executed by SELLER, PURCHASER and the Broker (hereinafter
defined). Within three (3) business days after the date on which this
Contract has been executed by SELLER, PURCHASER and Broker, PURCHASER shall
deposit with the Title Company the amount of TWO HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS (US $250,000.00), which amount (the “Earnest Money,” which term
shall also include any additional Earnest Money deposited with Title Company
pursuant to the terms of this Contract) may at the discretion of PURCHASER be
placed in an interest bearing account with a financial institution acceptable
to PURCHASER and SELLER. In the event this Contract and the Earnest Money are
not timely deposited as provided in this paragraph, then SELLER, at its option
and upon written notice to PURCHASER given prior to the Earnest Money and this
Contract being deposited, may terminate this Contract. All interest accrued on
the Earnest Money, or any additional Earnest Money deposited under the terms of
this Contract, shall belong to and be paid to PURCHASER.


 


(b)           The Earnest Money shall be held in escrow by
the Title Company and disbursed in accordance with the terms hereof and, if
this transaction closes, shall be disbursed to SELLER as part of the Purchase
Price. SELLER and PURCHASER agree that Title Company, as escrow agent, shall be
a stakeholder only and shall not be liable to either SELLER or PURCHASER for any
damages, losses or costs resulting from the performance of its duties hereunder
in strict accordance with the terms of this Contract. Title Company, as escrow
agent, shall have the right, exercisable in its discretion, to be discharged as
escrow agent by tendering unto the registry or the custody of any court of
competent jurisdiction in Fort Bend County, Texas, the Earnest Money and any
legal pleadings as the Title Company deems appropriate.


 


(c)            Contemporaneously with the execution of this
Contract PURCHASER has paid to SELLER the amount of TEN DOLLARS (US $10.00) (hereinafter
referred to as the “Independent Contract Consideration”), which amount the
parties have bargained and agreed to as the consideration for PURCHASER’s
option to terminate the Contract in accordance with Paragraph 6 hereof, and for
SELLER’s execution, delivery and performance of this Contract. The Independent
Contract Consideration is in addition to and independent of any other
consideration


 


3





















 


or payment provided for in this Contract, is nonrefundable, shall not
be applied to the Purchase Price, and shall be retained by SELLER,
notwithstanding any other provision of this Contract.


 


4.             SELLER’S REPRESENTATIONS. WARRANTIES. AND COVENANTS. SELLER hereby represents, warrants and
covenants to and with PURCHASER that:


 


(a)           SELLER now has and will have on the Closing
Date good and indefeasible title in fee simple in and to the Land and
Improvements constituting a part of the Property and will at Closing convey the
Property to PURCHASER free and clear of all liens, mortgages, easements, leases,
tenancies, encumbrances and defects, except for the Lease and the matters set
forth in the Commitment (other than liens set forth in Schedule C of the
Commitment) and on the Updated Survey (the terms “Updated Survey” and “Commitment”
being hereinafter defined in Paragraphs 7 and 8 of this Contract) which are not
objected to (or, if objected to, are subsequently waived) by PURCHASER as
provided in Paragraphs 7 and 8 (collectively the “Exceptions”).


 


(b)           Subject to the immediately following two
sentences, as of the date hereof there are no actions, suits (condemnation or
otherwise), claims, assessments or proceedings pending or to SELLER’s knowledge
threatened against the Property or SELLER that affect or involve the Property
or that would adversely affect SELLER’s ability to perform under this Contract.
PURCHASER acknowledges that the value of the Property may be reassessed from
time to time for tax purposes and that tax rates may be increased from time to
time. SELLER will give PURCHASER written notice of any such reassessment or
increase of which SELLER has notice. SELLER will indemnify and hold PURCHASER
harmless from all “roll-back” or similar taxes imposed on the Property, either
prior to or subsequent to Closing, and resulting from a change in the use of
the Property from an agricultural to a commercial use. This obligation shall
expressly survive Closing.


 


(c)           There are no liens or UCC liens against the
Property which will not be satisfied out of the sales proceeds.


 


(d)           SELLER shall not further encumber the
Property, or modify, extend, renew or change any existing encumbrance, without
first obtaining the prior written consent of PURCHASER, which consent shall not
be unreasonably withheld, conditioned or delayed. PURCHASER shall notify SELLER
in writing (to be received by SELLER within seven (7) days after PURCHASER’s
receipt of any such proposed encumbrance instrument) whether PURCHASER approves
or disapproves of such instrument and, if PURCHASER disapproves of the
instrument, the reasons for such disapproval. If such notice is not received by
SELLER by the end of such seventh day, the proposed instrument shall be deemed
approved by PURCHASER. If PURCHASER disapproves the proposed instrument, and
SELLER and PURCHASER are unable to mutually agree to an instrument acceptable
to SELLER and PURCHASER within five (5) days after SELLER’s receipt of
PURCHASER’s notice, then this Contract shall terminate, the Earnest Money shall
be returned to PURCHASER, and neither party shall have any further duties,
rights or obligations under this Contract except those which expressly survive
the expiration or termination of this Contract. SELLER shall have the right to
enter into amendments to the Lease at any time until the fifth day prior to the
end of the Inspection Period (such date being herein


 


4





















 


called the “Lease Amendment Consent Date”) without having to obtain the
consent of PURCHASER; provided, however, that SELLER shall furnish PURCHASER
with copies of any such amendments to the Lease entered into prior to the Lease
Amendment Consent Date. From and after the Lease Amendment Consent Date, and
while this Contract remains in force and effect, SELLER shall not enter into
any such amendments to the Lease without first obtaining the consent of
PURCHASER, which consent shall not be unreasonably withheld, conditioned or
delayed. SELLER shall furnish PURCHASER with a copy of any such amendment, and
PURCHASER shall notify SELLER in writing (to be received by SELLER within ten (10) days
after PURCHASER’s receipt of any such amendment) whether PURCHASER approves or
disapproves of such amendment. If such notice is not received by SELLER by the
end of such tenth day, the amendment shall be deemed approved by PURCHASER. If
PURCHASER disapproves the amendment, then SELLER and PURCHASER shall use
commercially reasonable efforts to negotiate an amendment that is acceptable to
SELLER, PURCHASER and Tenant. If the parties are unable to agree on the
amendment, PURCHASER may terminate this Contract by giving written notice to
SELLER, and in such event the Earnest Money shall be returned to PURCHASER, and
neither party shall have any further duties, rights or obligations under this
Contract except those which expressly survive the expiration or termination of
this Contract.


 


(e)            To the best of SELLER’s knowledge, neither
the Land nor the Improvements or any portion thereof has been used for
landfill, dumping or other waste disposal activities or for the production
and/or storage of raw materials, products or wastes of a toxic or hazardous
nature, or for any other use which might give rise to the existence of
hazardous or toxic materials on the Land or the Improvements which could create
a liability therefor for PURCHASER pursuant to any applicable federal, state or
local law, ordinance or regulation. SELLER discloses to PURCHASER that pursuant
to the terms of the Lease, Tenant has the right to use and store Hazardous
Materials (as defined in the Lease) in the
course of its business in and at the Leased Premises subject to Tenant’s
compliance with all provisions of the Lease. SELLER, during its ownership of
the Property, has not used the Land or the Improvements or any portion thereof
for any of such uses or purposes described herein in violation of applicable
law. SELLER and PURCHASER both agree and acknowledge that PURCHASER has the
right at PURCHASER’s sole cost and expense to perform an environmental study of
the Property during the Inspection Period in connection with PURCHASER’s
determination of whether the Property is suitable for PURCHASER’s intended use.
EXCEPT AS PROVIDED FOR HEREIN, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS
TO THE EXISTENCE OR NON-EXISTENCE OF ANY HAZARDOUS OR TOXIC WASTE. IT IS
UNDERSTOOD AND AGREED THAT SELLER IS SELLING THE PROPERTY “AS IS” AND WITH ALL
FAULTS, AND THAT PURCHASER SHALL BE RESPONSIBLE FOR DETERMINING THE CONDITION
OF THE PROPERTY AND WHETHER THE PROPERTY IS FIT FOR PURCHASER’S INTENDED USE.


 


(f)            From the Effective Date of this Contract
until the Closing, SELLER, at no cost or expense to PURCHASER, will operate,
insure and maintain the Property or cause the same to be operated, insured and
maintained in accordance with SELLER’s historical practices as if SELLER intended
to continue to own the Property.


 


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(g)           As of the date hereof, SELLER has not
received notice, and has no knowledge, of any violation of any laws issued by any
governmental authority having jurisdiction over the Property or any portion
thereof.


 


(h)           No notice has been received by SELLER from
any insurance company that has issued a policy with respect to any portion of
the Property or from any board of fire underwriters (or other body exercising
similar functions), claiming any defects or deficiencies or requiring the
performance of any repairs, replacements, alterations or other work, and no
insurance company has refused to issue a policy of insurance to SELLER due to
the condition of the Property.


 


(i)            There is no pending or, to the knowledge of
SELLER threatened, governmental proceeding, including any condemnation
proceeding, affecting any portion of the Property or which would impair or
curtail direct access to and from the Property.


 


(j)            Utilities necessary for the operation of the
Property in accordance with the use clause of the Lease are available to the
Property and SELLER has not received notice that the availability of such
utilities is to be reduced or terminated.


 


(k)           All required action necessary to authorize
SELLER to enter into this Contract and to carry out SELLER’s obligations
hereunder has been taken or will be taken by the Closing Date.


 


(l)            There are no attachments, executions,
assignments for the benefit of creditors, receiverships, conservatorships, or
voluntary or involuntary proceedings in bankruptcy or pursuant to any other
debtor relief laws contemplated or filed by SELLER or, to the best knowledge of
SELLER, pending against SELLER.


 


(m)          Except for the Lease with Tenant, there are
no tenant leases, written or oral, for the Property or any portion thereof and
other than for easement rights evidenced by the Exceptions and the Lease with
Tenant, there are no other rights of others to occupy the Property or any
portion thereof.


 


(n)           The copy of the Lease delivered to PURCHASER
by SELLER will be complete and accurate, and other than for the Letter
Agreement dated November 18, 2004 between SELLER and Tenant (the “Letter
Agreement”) and the Tax Abatement Agreements there are no other agreements with
Tenant relating to the Lease. There are no defaults under the Lease known to
SELLER or claimed by Tenant and the Lease is in full force and effect. SELLER
hereby represents and warrants to PURCHASER that other than for the remainder
of the commission to be paid to Grubb & Ellis Company upon the
occupancy of the Leased Premises by Tenant (which shall be paid by SELLER on or
prior to Closing), there are no leasing commissions, fees or other remuneration
due to any broker, agent, finder, or other person due in connection with the
Lease, including the exercise of any renewal options thereunder.


 


(o)           Prior to Closing, SELLER shall cause the
Improvements to be modified and certain Tenant improvements to be constructed
in substantial compliance with the Construction Plans (as such term is defined
in Paragraph 6A(a)(4) below). To the best of SELLER’s


 


6





















 


knowledge
the Improvements, the modifications to the Improvements, and certain tenant
improvements to be constructed by SELLER have been and are being constructed on
the Land in a good and workmanlike manner and in substantial compliance with
the Construction Plans, the Lease, and the requirements of applicable law. All
taxes, bills, claims and other payments due by SELLER with respect to the
construction, use, repair, management, ownership, maintenance and operation of
the Property (including without limitation any of the aforementioned that could
form the basis of a lien, as for example, a tax lien or a mechanic’s or
materialman’s lien), to the extent that final bills and invoices are available
at the time of Closing, will be paid as of the Closing Date, or in the case of
inchoate tax liens and other items for which final bills and invoices are not
available, will be paid by SELLER post-Closing if a sole obligation of SELLER,
or will be prorated between SELLER and PURCHASER as of the Closing Date if
within the terms of Paragraph 11 of this Contract. Notwithstanding the
foregoing, it is agreed that SELLER shall have the right to bond around any
lien claim against the Property that SELLER is contesting in good faith,
provided that such lien claim will not appear as an exception in the Owner’s
Policy of Title Insurance to be issued to PURCHASER.


 


(p)           There are no escrows for insurance premiums;
taxes, general or special assessments; or utilities, either deposited by Tenant
with SELLER or deposited by SELLER with SELLER’s existing lender.


 


(q)           (i)            SELLER has the full right, power, and
authority to sell the Property to PURCHASER as provided in this Contract and to
carry out SELLER’s obligations hereunder; and all required action necessary to
authorize SELLER to enter into this Contract and to carry out SELLER’s
obligations hereunder has been taken. The individual executing this Contract on
behalf of SELLER has the authority to do so.


 


(ii)            There are no pending, or to the knowledge of
SELLER threatened, actions, suits, claims, proceedings or litigation against
SELLER that would prevent SELLER from entering into this Contract, or adversely
affect SELLER’s ability to perform hereunder, or that would in any way result
in any liability to PURCHASER.


 


(iii)           There are no attachments, executions,
assignments for the benefit of creditors, receiverships, conservatorships, or
voluntary or involuntary proceedings in bankruptcy or pursuant to any other
debtor relief laws contemplated or filed by SELLER or to the best knowledge of
SELLER pending against SELLER.


 


The representations and
warranties set forth above are made as of the date this Contract is fully
executed and except as set forth in the Certificate to be executed by SELLER
pursuant to the following paragraph shall be deemed made also as of the Closing
Date. In the event that any representation or warranty made by SELLER as of the
Closing Date is untrue, any action with respect to such breach of the
representation and warranty must be brought by PURCHASER within two (2) years
and one (1) day of the Closing Date. The provisions of this grammatical
paragraph shall survive the Closing.


 


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If any representation or warranty above is
known by PURCHASER, prior to Closing, to be untrue, PURCHASER shall give SELLER
written notice of such fact. If (a) such representation and warranty is
not remedied by SELLER prior to Closing, or (b) the representation and
warranty, as remedied, has a material and adverse affect on any decision made
by PURCHASER to proceed with this transaction, or (c) any representation
or warranty made by SELLER is untrue and such fact is not disclosed to
PURCHASER until SELLER’s delivery of SELLER’s Certificate regarding the
truthfulness of the representations and warranties, and same has a material and
adverse affect on PURCHASER’s decision to purchase the Property, then PURCHASER
may either (i) terminate this Contract and the Earnest Money shall be
refunded to PURCHASER, and neither party shall have any further rights, duties
or obligations pursuant to this Contract except as expressly provided for
herein, or (ii) waive its objections to any such untrue representation or
warranty and this Contract shall remain in full force and effect. At Closing
SELLER shall deliver to PURCHASER a certificate stating that all of the
representations and warranties made by SELLER were true when made and, except
as otherwise disclosed to PURCHASER in writing, are true as of the Closing
Date. The provisions of this grammatical paragraph shall survive the Closing.


 


From the Effective Date until the Closing
Date or earlier termination of this Contract, SELLER covenants that it shall (a) not
enter into any written or oral service contract or other agreement with respect
to the Property that will not be fully performed by SELLER on or before the
Closing Date, or that will not be cancellable by PURCHASER on thirty (30) days
prior written notice without liability to PURCHASER on or after the Closing
Date, without first obtaining the written consent of PURCHASER, which consent
PURCHASER agrees to not unreasonably withhold, delay or condition and (b) advise
PURCHASER promptly of any litigation, arbitration or administrative hearing
before any governmental agency concerning or affecting the Property which is
instituted or threatened after the Effective Date.


 


5.             PURCHASER’S REPRESENTATIONS. WARRANTIES AND
COVENANTS. PURCHASER
represents, warrants, covenants, and agrees with SELLER to the following as of
the date this Contract is fully executed and as of the Closing Date:


 


(a)           PURCHASER has the full right, power, and
authority to purchase the Property from SELLER as provided in this Contract and
to carry out PURCHASER’s obligations hereunder; and all required action
necessary to authorize PURCHASER to enter into this Contract and to carry out
PURCHASER’s obligations hereunder has been taken. The individual executing this
Contract on behalf of PURCHASER has the authority to do so.


 


(b)           There are no pending, or to the knowledge of
PURCHASER threatened, actions, suits, claims, proceedings or litigation against
PURCHASER that would prevent PURCHASER from entering into this Contract, or
adversely affect PURCHASER’s ability to perform hereunder, or that would in any
way result in any liability to SELLER.


 


(c)           There are no attachments, executions,
assignments for the benefit of creditors, receiverships, conservatorships, or
voluntary or involuntary proceedings in bankruptcy or


 


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pursuant to any other debtor relief laws contemplated or filed by
PURCHASER or to the best knowledge of PURCHASER pending against PURCHASER.


 


The representations and warranties set forth
above are made as of the date this Contract is fully executed and except as set
forth in the Certificate to be executed by PURCHASER pursuant to the terms of
this paragraph, shall be deemed made also as of the Closing Date. It shall be a
condition of SELLER’s obligation to close that the representations and
warranties made hereunder are true on the Closing Date. In the event any
representation or warranty made by PURCHASER as of the Closing Date is untrue,
any action with respect to such breach of the representation and warranty must
be brought by SELLER within two (2) years and (1) day of the Closing
Date. At Closing, PURCHASER shall deliver to SELLER a Certificate stating that
all of the representations and warranties made by PURCHASER were true when made
and are true as of the Closing Date. SELLER shall have a period of two (2) years
and one (1) day from the Closing Date to bring an action against PURCHASER
for the breach of any such representation or warranty. The provisions of this
grammatical paragraph shall survive the Closing.


 


Furthermore, PURCHASER covenants as follows:


 


(aa)         PURCHASER agrees to indemnify, defend and
hold SELLER and Tenant and their agents, servants, employees and invitees
harmless from and against any mechanics’ or other liens or claims, suits,
actions, debts, liabilities, damages, injuries, costs, charges and expenses,
including court costs and reasonable attorneys’ fees, which arise out of or in
connection with PURCHASER’s inspection, testing, studying, and examination of
the Property, except for claims for pre-existing conditions on or under the
Property and those arising from the presence or discovery of existing hazardous
substances, or disturbance of such existing hazardous substances prior to
PURCHASER obtaining knowledge that such hazardous substances exist on the
Property. This agreement to indemnify, defend and hold harmless shall survive
the termination of this Contract or the consummation of this transaction, as
may be applicable, notwithstanding anything else to the contrary contained
herein.


 


(bb)         PURCHASER shall repair any damage to the
Property caused by any tests or studies conducted by PURCHASER or PURCHASER’s
agents. Such obligation shall survive the termination of this Contract,
notwithstanding anything else to the contrary contained herein. Notwithstanding
the foregoing, any invasive testing of the Property must be approved by SELLER
(which approval will not be unreasonably withheld, delayed or conditioned).


 


6A.          INSPECTION PERIOD.


 


(a)           SELLER will deliver to PURCHASER at SELLER’s
sole cost and expense and within ten (10) business days after the
Effective Date, the following:


 


(1)           Copies of the Lease, the Guaranty and the Letter Agreement;


 


(2)           Copies of the following:


 


9





















 


(A)          Restated as Amended Standard Tax Abatement
Agreement between the City of Sugar Land, SELLER and Tenant, dated effective November 17,
2004;


 


(B)           Performance Agreement between the Sugar Land Development
Corporation and Tenant, dated effective November 15, 2004;


 


(C)           Restated as Amended Tax Abatement Agreement
between Fort Bend County, SELLER and Tenant, dated December 7, 2004;


 


(D)          Restated as Amended Standard Tax Abatement
Agreement between Fort Bend County Municipal Utility District No. 21, SELLER
and Tenant, dated effective December 28, 2004.


 


(the documents described in Paragraphs
6A(a)(2)(A), (C) and (D) being herein collectively called the “Tax
Abatement Agreements”);


 


(3)           Copies of the commission agreement and
related letter agreement, each dated September 27, 2004, between SELLER
and Grubb & Ellis Company;


 


(4)           The final construction plans and
specifications for the modifications to the Improvements and certain tenant
improvements to be constructed by or on behalf of SELLER including all change
orders thereto, whether pending or previously approved (the “Construction Plans”)
(it being understood and agreed that SELLER shall have no obligation to furnish
PURCHASER with construction plans for any improvements to be constructed by
Tenant except to the extent SELLER is entitled to be provided with and receives
such plans pursuant to the Lease);


 


(5)           A copy of all geotechnical reports and
environmental reports for the Land in the possession of SELLER;


 


(6)           Copy of the construction contract between SELLER
and Rosenberger Construction LP for the construction of modifications to the
existing Improvements and certain tenant improvements for the Property,
together with copies of all warranties and guaranties for the Property that are
currently available to SELLER; and


 


(7)           Copies of all building permits; and


 


(8)           A copy of all other documents described on
the “Due Diligence Checklist for Sellers” attached hereto as Exhibit F,
to the extent such documents are in existence and in the possession of SELLER.
If any such documents aren’t in existence or in the possession of SELLER,
SELLER shall notify PURCHASER of such fact in writing, and such notice to
Purchaser shall be deemed to be delivery to


 


10





















 


PURCHASER of such item, for purposes of
commencing the Inspection Period (as defined in Paragraph 6A(b).


 


Furthermore, during the Inspection Period
SELLER shall allow PURCHASER access to information of SELLER readily available
relating to the Property, and to the Property, as provided for in Paragraph 9,
to make physical inspections of the Property.


 


If this Contract is terminated as provided
for herein, PURCHASER agrees to return to SELLER any and all reports and
information that have been furnished by SELLER to PURCHASER for review.
PURCHASER agrees to keep all such information confidential and not disclose the
same to third parties unless and to the extent necessary for PURCHASER’s due
diligence purposes, and, at SELLER’S option (and only in the event PURCHASER
terminates this Contract for a reason other than a breach by SELLER) to provide
to SELLER, at SELLER’s cost, copies of any third party reports that may have
been prepared for the benefit of PURCHASER relating to the Property.


 


(b)           Notwithstanding any provision herein to the
contrary, but subject to Paragraphs 5(aa) and 5(bb) above and Paragraph 9
below, PURCHASER and SELLER specifically agree that PURCHASER shall have until
5:00 P.M. Houston, Texas time on the day which is thirty (30) days after the
delivery of all of the materials identified in Paragraph 6A(a) of this
Contract (such date being herein called the “Inspection Period Notice Date” and
such period of time being herein called the “Inspection Period”) in which to
examine and inspect the Property. If on the basis of such examinations and
inspections PURCHASER determines in its sole and absolute discretion that
PURCHASER desires to purchase the Property, then PURCHASER shall evidence its
election to proceed with this Contract by giving written notice of such
election to SELLER, such notice to be received by SELLER by 5:00 p.m., Houston,
Texas time on the Inspection Period Notice Date. Furthermore, PURCHASER shall
deposit with the Title Company within three (3) business days after the
Inspection Period Notice Date an additional sum in the amount of Two Hundred
Fifty Thousand and No/100 Dollars (US $250,000.00) which shall become a part of
the Earnest Money from and after such date for all purposes of this Contract.
If such notice is not received by SELLER by such date and time, or if such
additional $250,000.00 of Earnest Money is not deposited with the Title Company
by such date, this Contract shall immediately terminate, the Earnest Money
shall be returned to PURCHASER, and neither SELLER nor PURCHASER shall have any
further rights, duties or obligations hereunder except as specifically provided
for herein. If such notice is timely received by SELLER and such such
additional $250,000.00 Earnest Money is timely received by the Title Company,
this Contract shall remain in force and effect and the total amount of the
Earnest Money held by the Title Company ($500,000.00) shall be nonrefundable to
PURCHASER other than for (i) SELLER’s default under this Contract; (ii) condemnation
of the Property or any destruction of the Property and PURCHASER terminates
this Contract pursuant to the terms of Paragraph 13 and 23 hereof; or (iii) a
provision of this Contract that expressly gives PURCHASER the right to
terminate this Contract after the Inspection Period Notice Date and to receive
a refund of the Earnest Money.


 


6B.          CONDITION OF THE PROPERTY. (a) During the Inspection Period,
PURCHASER will: (i) obtain at its sole cost and expense a property
condition report prepared by


 


11





















 


a third party reviewer, which will cover all of the
Property other than the modifications to be constructed pursuant to the
Construction Plans (the “Base Building”); (ii) will review (or retain a
third party to review) the Construction Plans; and (iii) notify SELLER of
any objections PURCHASER may have to the Base Building and the Construction
Plans. Failure to give written notice to Seller prior to the Inspection Period Notice
Date of any objection to the Base Building and the Construction Plans shall be
an irrevocable waiver of any objection to the Base Building and the
Construction Plans; provided, however, that if SELLER receives any request for
a change order subsequent to the date SELLER delivers the Construction Plans to
PURCHASER pursuant to Paragraph 6A(3) above, SELLER shall promptly deliver
such change order request to PURCHASER, notwithstanding that the Inspection
Period Notice Date may have passed.


 


(b)           Within fifteen (15) days following the date that
SELLER delivers to PURCHASER the Certificate of Substantial Completion (as such
term is defined in Paragraph 9B below) and a temporary Certificate (or
Certificates) of Occupancy to be issued by the City of Sugar Land for both
floors of the Improvements, PURCHASER shall obtain, at its sole cost and expense,
a second property condition report, covering just the improvements which are
the subject of the Construction Plans (the “New Improvements”), and shall
provide a copy of the second property condition report to SELLER. It will be a
condition precedent to PURCHASER’s obligation to purchase the Property from
SELLER (in addition to the conditions precedent described in Paragraphs 9A and
9B), that the second property condition report not raise any deviation from the
approved Construction Plans which is deemed by preparer of the second property
condition report to be material.


 


(c)           If the second property condition report
raises deviations from the approved Construction Plans which are not
material (in the opinion of the preparer of the report), then the existence
of such non-material deficiencies shall not be a failure of PURCHASER’s
conditions precedent to Closing. If the second property condition report raises
any deviations from the approved Construction Plans that are material in
the opinion of the preparer of the second property condition report, PURCHASER
shall so notify SELLER in writing. SELLER shall notify PURCHASER in writing,
within five (5) business days after being notified by PURCHASER, as to whether
SELLER agrees or disagrees that any such deviation is a material deviation. If
SELLER agrees that such deviations are material, then SELLER will use commercially
reasonable efforts to correct or cause to be corrected such deviations within sixty
(60) days from the date that SELLER and PURCHASER have agreed that such
deviations are material, and the Closing Date will be extended accordingly. If
SELLER believes that any such deviation is not a material deviation, then PURCHASER
at its sole cost and expense will have thirty (30) days to have a property
condition consultant mutually acceptable to SELLER and PURCHASER (the “Final
Consultant”) review and investigate the deviation which is being disputed by
SELLER and PURCHASER as being material and issue a new property condition report
addressing solely such disputed deviation. Such determination by the Final
Consultant shall be binding on SELLER and PURCHASER. If the Final Consultant
determines that the disputed deviation is material, then SELLER will use
commercially reasonable efforts to correct or cause to be corrected such
deviation(s) within sixty (60) days after such determination by the Final Consultant
and the Closing Date will be extended accordingly. If the Final Consultant
determines that any such deficiencies are not material, the parties shall
proceed to Closing. Any deviations


 


12





















 


from the approved Construction Plans that (i) are not material AND
(ii) are required by the Tenant to be corrected shall be corrected by or
on behalf of SELLER. SELLER shall have no obligation to correct or cause to be
corrected any deviation that is not material if the Tenant does not require the
correction of same.


 


7.             SURVEY.


 


(a)           SELLER shall, within two (2) business
days after the Effective Date, deliver to PURCHASER and Title Company a copy of
the Survey of the Land and Improvements prepared by Walter P. Sass, State of
Texas Registered Professional Land Surveyor No. 4410 (the “Surveyor”), dated
January 30, 2003, last revised November 22, 2004 (the “Survey”). PURCHASER
shall have until the twentieth (20th ) day of the Inspection Period
to review the Survey and to object, by giving written notice to SELLER, to any
matters shown on the Survey. Failure to give written notice to SELLER within
such time period of any objections shall be an irrevocable waiver of any
objection to any matter disclosed on the Survey. SELLER shall be obligated to
use good faith, commercially reasonable efforts to cure or remove any
objections to the Survey raised by PURCHASER. In the event that SELLER is
unable, despite its good faith, commercially reasonable efforts, to cure any
such objections to the Survey by the end of the Inspection Period. PURCHASER,
by giving written notice to SELLER before the end of the Inspection Period, may
either (i) terminate this Contract in which event the Earnest Money shall be
returned to PURCHASER and neither SELLER nor PURCHASER shall have any further rights,
duties or obligations hereunder except as expressly provided for herein or (ii) waive
any such objections and close the transaction contemplated by this Contract,
subject to the terms of Paragraph 7(b) below.


 


(b)           If PURCHASER elects to proceed with this
transaction at the end of the Inspection Period, SELLER shall cause, at SELLER’s
sole cost and expense, the Survey to be updated and recertified to SELLER,
PURCHASER and the Title Company (the “Updated Survey”). The Updated Survey
shall be an as-built survey; and shall be prepared in accordance with the 1999
Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted
by the American Land Title Association, the American Congress on Surveying and
the National Society of Professional Surveyors with the additional items 1-4, 6-11
and 13-16 from Table A described therein (with item 7(b) (2) showing
the tract area in both square footage and acres), and in form sufficient for
the Title Company to issue its owner’s title policy without survey exceptions,
or with title insurance endorsements acceptable to PURCHASER over matters of survey
exceptions. The Updated Survey shall state on its face the zoning
classification of the Property and, if true, that none of the Land nor any of
the Improvements thereon lie within a designated flood plain or wetlands. The
Survey shall be certified to SELLER, PURCHASER and the Title Company (and to
PURCHASER’s lender, if and when applicable), according to the form of survey
certification attached as Exhibit G,
and shall be delivered to SELLER, PURCHASER and the Title Company not later
than thirty (30) days prior to Closing. Upon receipt of the Updated Survey and
Updated Commitment (as hereinafter defined), PURCHASER shall have the right to
give SELLER written notice of objections to any matters shown on the Updated
Survey that were not shown on the Survey, such notice to be given within ten (10) days
of PURCHASER’s receipt of the Updated Survey. Failure to give written notice to
SELLER within


 


13





















 


such time period of any objections shall be an
irrevocable waiver of any objection to any matter disclosed on the Updated
Survey. SELLER shall be obligated to use good faith, commercially reasonable
efforts to cure or remove any objections to the Updated Survey raised by
PURCHASER. In the event that SELLER is unable, despite its good faith,
commercially reasonable efforts, to cure any such objections to the Updated
Survey by the tenth (10th) day after receipt of PURCHASER’s objections to the
Updated Survey, PURCHASER, by giving written notice to SELLER, may either (i) terminate
this Contract in which event the Earnest Money shall be returned to PURCHASER
and neither SELLER nor PURCHASER shall have any further rights, duties or
obligations hereunder, except as expressly provided for in this Contract, or (ii) waive
any such objections and close the transaction contemplated by the Contract.


 


(c)           Notwithstanding any term or provision
contained in Paragraph 7(b) above, in the event that any lender of PURCHASER
imposes additional requirements for the Updated Survey, then PURCHASER shall be
responsible for the costs of having the Updated Survey comply with such
additional requirements of its lender.


 


8.             TITLE COMMITMENT. (a)               SELLER, within ten (10) days after the Effective
Date, shall cause a Commitment for an Owner’s Policy of Title Insurance, in the
form required for use in the State of Texas (the “Commitment”) for the full
amount of the Purchase Price, to be issued by Chicago Title Insurance Company,
National Accounts Division, 171 N. Clark Street, Third Floor, Chicago Illinois
60601, Attention: Nancy Castro [Telephone Number 312-223-2709; Facsimile Number
312-223-2108] (the “Title Company”), by and through its local agent, Charter
Title Company, 4265 San Felipe, Suite 350, Houston, Texas 77027,
Attention: Annette Casley [Telephone Number 713-871-9700; Facsimile Number 713-871-8208]
(the “Local Title Company”) covering the Land. The Commitment shall reference all
instruments of record and matters affecting the Property. PURCHASER, in
addition to the Commitment, shall be furnished with legible copies (to the
extent available) of all instruments of record referenced in the Commitment.
The Local Title Company shall confirm to PURCHASER that the Owner’s Policy of Title
Insurance, when issued in accordance with the Commitment and subject to the
conditions set forth therein being satisfied, shall include the following: the
deletion of the waiver of arbitration provision; the endorsement of the printed
exception for area and boundaries set forth in the Commitment per procedural rule P-2(a);
the restrictions, encroachments and minerals endorsement (T-19.1); the access
endorsement (T-23); and the contiguity endorsement, if applicable (T-25).
PURCHASER shall have until the twentieth (20th) day of the Inspection Period in which to
notify SELLER in writing of any objections to title. If PURCHASER fails to so
notify SELLER, PURCHASER shall be deemed to have waived such objections and
shall proceed, subject to the other provisions of this Contract, to close
hereunder. If PURCHASER does so notify SELLER, SELLER shall be obligated to use
good faith, commercially reasonable efforts to cure or remove any objections to
the Commitment raised by PURCHASER. In the event that SELLER is unable, despite
its good faith, commercially reasonable efforts, to cure any such objections to
the Commitment by the end of the Inspection Period, then PURCHASER, by giving
written notice to SELLER before the end of the Inspection Period, may either (i) waive
such objections and proceed to close in accordance herewith or (ii) terminate
this Contract by giving written notice to SELLER, in which event the Earnest
Money shall be returned to


 


14





















 


PURCHASER and neither SELLER nor PURCHASER shall have any further
duties or obligations hereunder except as expressly provided for herein.


 


(b)           If PURCHASER elects to proceed with this
transaction at the end of the Inspection Period, SELLER shall cause, at SELLER’s
sole cost and expense, the Commitment to be updated (the “Updated Commitment”).
The Updated Commitment shall be in substantially the form of the Commitment and
shall be delivered to SELLER, PURCHASER and the Surveyor not later than thirty
(30) days prior to Closing. Upon receipt of the Updated Commitment, PURCHASER
shall have the right to give SELLER written notice of objections to any matters
shown on the Updated Commitment that were not shown on the Commitment, such
notice to be given within ten (10) days of PURCHASER’s receipt of the
Updated Commitment and Updated Survey. Failure to give written notice to SELLER
within such time period of any objections shall be an irrevocable waiver of any
objection to any matter disclosed on the Updated Commitment. SELLER shall be
obligated to use good faith, commercially reasonable efforts to cure any objections
to the Updated Commitment raised by PURCHASER. In the event that SELLER is unable,
despite its good faith, commercially reasonable efforts, to cure any such
objections to the Updated Commitment by the end of the Inspection Period, by
the tenth (10th) day after receipt of PURCHASER’s objections to the Updated
Commitment, PURCHASER, by giving written notice to SELLER, may either (i) terminate
this Contract in which event the Earnest Money shall be returned to PURCHASER
and neither SELLER nor PURCHASER shall have any further rights, duties or
obligations hereunder, except as expressly provided for in this Contract, or (ii) waive
any such objections and close the transaction contemplated by the Contract.


 


(c)           Notwithstanding the provisions of Paragraphs
7(a), 7(b), 8(a) and 8(b), which obligate SELLER to use good faith,
commercially reasonable efforts to cure PURCHASER’s objections to the Survey,
Updated Survey, Commitment and Updated Commitment (collectively the “Title and
Survey Documents”), SELLER shall not be obligated to expend more than $1,000.00
to cure any individual objection to a Title and Survey Document, nor more than $2,500.00
in the aggregate to cure all of PURCHASER’s objections to the Title and Survey Documents,
provided, however:


 


(i)           SELLER shall in all events be obligated to
cure or remove at closing mortgages, deeds of trust, judgment liens, mechanic’s
liens or similar monetary encumbrances reflected on the Commitment or Updated
Commitment (“Monetary Encumbrances”) regardless of whether PURCHASER objects to
such Monetary Encumbrances; and


 


(ii)          If SELLER is unable to cure or remove any
Monetary Encumbrance or other matter reflected on the Title and Survey documents
and objected to by PURCHASER, PURCHASER shall have the rights given to
PURCHASER in Paragraphs 7(a), 7(b), 8(a) and 8(b) to either terminate
this Contract, in which event the Earnest Money shall be returned to PURCHASER
and neither SELLER nor PURCHASER shall have any further rights, duties or
obligations hereunder except as expressly provided herein, or to waive any such
objections and close the transaction contemplated by this Contract.


 


15





















 


9.             ENTRY ON PROPERTY PRIOR TO CLOSING. From and after the Effective Date, and so
long as this Contract is in effect and PURCHASER is not in default hereunder,
PURCHASER and PURCHASER’s representatives, agents or consultants may, subject
to such reasonable rules and restrictions as SELLER may establish, enter
upon the Property for purposes of inspecting the Property provided (a) such
entry does not unreasonably interfere with the use of the Property by SELLER or
Tenant; (b) PURCHASER shall not permit any liens to attach to the Property
by reason of the exercise of such rights; and (c) except as expressly
provided herein, PURCHASER shall not have the right to terminate this Contract
after the Inspection Period Notice Date based on the results of any such
inspections. SELLER shall cooperate with PURCHASER and shall make its personnel
reasonably available to PURCHASER and PURCHASER’s representatives, agents and
consultants in connection with PURCHASER’s inspection of the Property.


 


9A.          CERTIFICATE OF OCCUPANCY. It shall be a condition of PURCHASER’s
obligation to purchase the Property, and SELLER’s obligation to sell the
Property, that a final unconditional certificate of occupancy for the Property
be issued by the City of Sugar Land, Texas (the “Certificate of Occupancy”).
SELLER agrees to use commercially reasonable efforts to have the Certificate of
Occupancy issued by December 15, 2005. If the Certificate of Occupancy is
not issued by December 15, 2005, then either PURCHASER or SELLER, by
written notice to the other, may terminate this Contract, in which event the
Earnest Money shall be returned to PURCHASER and neither party shall have any
further rights, duties or obligations hereunder except those which expressly
survive any expiration or termination of this Contract.


 


9B.          CONDITIONS PRECEDENT. PURCHASER shall have no obligation to
purchase the Property from SELLER unless the following conditions have been
satisfied by December 15, 2005:


 


(a)           SELLER shall have provided PURCHASER with a
copy of the certificate of substantial completion for the modifications to the
Improvements and the tenant improvements to be constructed per the Construction
Contract executed by SELLER, SELLER’s architect, and the general contractor for
such construction (the “Certificate of Substantial Completion”);


 


(b)           SELLER shall have provided PURCHASER with a
copy of the Certificate of Occupancy;


 


(c)           Tenant shall have executed and delivered to
PURCHASER an original Estoppel Certificate in the form of Exhibit F to the
Lease, dated subsequent to the date of the Certificate of Occupancy but prior
to December 15, 2005 in which Tenant accepts possession of the leased
premises;


 


(d)           Tenant shall have taken possession of all of
the premises subject to the Lease, and has commenced full payments of rent and all
other charges payable under the Lease, and;


 


16





















 


(e)           Tenant shall have executed and delivered to
PURCHASER an original Subordination, Non-Disturbance and Attornment Agreement
in a commercially reasonable form that shall be agreed to by the parties during
the Inspection Period, dated on or before December 15, 2005.


 


If the foregoing conditions are not satisfied
by December 15, 2005, then PURCHASER shall have the right to terminate
this Contract by written notice to SELLER, the Earnest Money shall be returned
to PURCHASER, and neither SELLER nor PURCHASER shall have any further duties or
obligations hereunder except as specifically provided for herein. SELLER hereby
covenants and agrees to use commercially reasonable efforts to obtain the
foregoing items as expeditiously as reasonably possible and to furnish the same
to PURCHASER promptly after SELLER’s receipt thereof. If the foregoing
conditions are not satisfied as of December 15, 2005 but PURCHASER has not
delivered written notice of termination to SELLER by such time, then this
Contract shall remain in full force and effect.


 


10.           CLOSING. The purchase and sale of the Property (“Closing”) shall take place
through an escrow established with the Title Company on January 4, 2006
(such day of closing being herein called the “Closing Date”). SELLER and
PURCHASER agree, to the extent practicable, to use the United States mail or
overnight courier service for the delivery of documents necessary for the
Closing of the transaction contemplated by this Contract.


 


10.1.        At Closing, SELLER, at SELLER’s expense, shall deliver or cause to be
delivered to PURCHASER:


 


(a)           A Special Warranty Deed in form and substance
substantially similar to that attached hereto as Exhibit B,  conveying good and indefeasible title in
fee simple to the Land (including the interests referred to in Paragraph l(d) of
this Contract) and Improvements in their “As-Is” and “Where Is” condition, free
and clear of any and all liens, leases, tenancies, encumbrances, conditions,
easements, assessments, restrictions, and other conditions except for the
following:


 


(1)           general real estate taxes and assessments for
the year of closing (to the extent that tax bills have not been issued;
otherwise, if tax bills have been issued, taxes will be paid for such year) and
other subsequent years not yet due and payable; and


 


(2)           the Exceptions (including the rights of
Tenant under the Lease).


 


(b)           Tax statements from all ad valorem taxing
authorities with jurisdiction over the Property showing no delinquent taxes.


 


(c)           The Certificate regarding representations and
warranties provided for in Paragraph 4 above.


 


17





















 


(d)           A Bill of Sale and Assignment, in form and
substance substantially similar to that attached hereto as Exhibit C,
of the items referenced in Paragraphs l(c), (e), (g) and (h), as provided for
in such Paragraphs.


 


(e)           An Assignment and Assumption of Lease in form
and substance substantially similar to that attached hereto as Exhibit D with respect to
SELLER’s interests and obligations as Landlord under the Lease and in and to
the Guaranty.


 


(f)            Such affidavits, liens, waivers or other documentation
as the Title Company shall reasonably require in order to omit from the Owner’s
Title Policy all exceptions for unfiled mechanics’ materialmen’s, or similar
liens, the gap, and exclusive possession (subject to the rights of Tenant
tinder the Lease).


 


(g)           All keys (if any) for the Property in the
possession of SELLER.


 


(h)           An affidavit in form and substance
substantially similar to that attached hereto as Exhibit E
stating SELLER’s taxpayer identification number and that SELLER is not a “Foreign
Person,” as provided for in Paragraph 22 below.


 


(i)            The original of the Lease and the Guaranty.


 


(j)            Evidence of SELLER’s capacity and authority
to enter into and close this transaction.


 


(k)           A notice letter to the Tenant (in form
mutually acceptable to SELLER and PURCHASER) informing Tenant of the sale of
the Property.


 


(l)            A Rent Roll for the Property, certified by
SELLER to be true and accurate as of the Closing Date.


 


(m)          Any and all other documents reasonably
required to be executed by SELLER to consummate this transaction.


 


SELLER shall also cause the Title Company to
issue, at SELLER’s sole cost and expense, an Owner’s Policy of Title Insurance
in accordance with the Commitment insuring good and indefeasible fee simple
title to the Land and Improvements in PURCHASER (the “Owner’s Policy of Title
Insurance”). It is understood and agreed that (i) SELLER shall be
responsible only for the payment of the basic premium for the Owner’s Policy of
Title Insurance; any endorsements requested and/or required by PURCHASER shall
be at the sole cost and expense of PURCHASER and (ii) the Owner’s Policy
of Title Insurance will be issued post-closing.


 


10.2         At Closing, PURCHASER, at PURCHASER’s
expense, shall deliver to SELLER:


 


(a)           The Purchase Price, plus or minus the prorations described in Paragraph
11.


 


18





















 


(b)           Evidence of PURCHASER’s capacity and
authority to enter into and close this transaction.


 


(c)           The Certificate regarding representations and
warranties provided for in Paragraph 5 above.


 


(d)           The Bill of Sale and Assignment instrument referenced
in Paragraph 10.1(d) above.


 


(e)           The Assignment and Assumption of Lease instrument
referenced in Paragraph 10.1(e) above.


 


(f)            The notice letter to the Tenant referenced in
Paragraph 10.1(k) above.


 


(g)           Any and all other documents reasonably required
to be executed by PURCHASER to consummate this transaction.


 


11.           PRORATIONS. SELLER agrees to pay or cause to be paid all real estate taxes and
assessments and personal property taxes with respect to any personal property
of SELLER for the years prior to the year of Closing and to furnish PURCHASER
with a certificate or certificates from the appropriate taxing authorities
evidencing that all such prior taxes have been paid. Real estate taxes and
assessments for the year of Closing (2006) shall not be prorated as of the
Closing Date, the payment of same being the responsibility of Tenant per the
terms of the Lease. SELLER shall be liable for any deferred taxes and
assessments that become due either before or after Closing by reason of any
changed use of the Property occurring prior to the Closing. PURCHASER shall be
liable for any deferred taxes and assessments that become due by reason of any
changed use of the Property occurring as of or subsequent to the Closing. All normal
and customarily proratable items not otherwise provided for herein, including
without limitation, rental and other revenue and income, lease payments,
utilities, and real and personal property taxes, shall be prorated as of 11:59
p.m on the day prior to the Closing Date, SELLER being charged and credited for
all of same to and including such date and PURCHASER being charged and credited
for all of same after such date. If the actual amounts to be prorated under this
Paragraph 11 are not known as of the Closing Date, the prorations shall be made
on the basis of the best evidence then available, and thereafter, when actual
figures are received, a cash settlement will be made between SELLER and
PURCHASER. Such final reconciliation between SELLER and PURCHASER shall be made
within three (3) months after the Closing Date. These agreements shall
survive Closing and not be merged therein.


 


12.           CLOSING COSTS. At Closing, closing costs and expenses of
sale shall be borne as follows:


 


(a)           SELLER shall be obligated for and shall pay:


 


(i)            The premium for the Owner’s Policy of title
Insurance as described in Paragraph 10.1 above;


 


19





















 


(ii)           Tax certificates and UCC searches;


 


(iii)          SELLER’s attorneys’ fees;


 


(iv)          The costs of title and survey curative matters,
if any, incurred by SELLER;


 


(v)           Any lien or UCC releases;


 


(vi)          SELLER’s pro rata share of the costs set
forth in Paragraph 11 above;


 


(vii)         The cost of the Updated Survey (subject to
the provisions of Paragraph 7(c)); and


 


(viii)        One-half (1/2) of any escrow fees charged by
the Title Company.


 


(b)           PURCHASER shall be obligated for and shall
pay:


 


(i)            PURCHASER’s pro rata share of the costs set
forth in Paragraph 11 above;


 


(ii)           PURCHASER’s due diligence and attorneys’
fees;


 


(iii)          The cost of recording the Special Warranty
Deed;


 


(iv)          The premium for any endorsements to the Owner’s
Policy of Title Insurance and the cost of any title insurance policy required
by PURCHASER’s lender (if any);


 


(v)           The costs of having the Updated Survey comply
with additional requirements imposed by PURCHASER’s lender (if any);


 


(vi)          Any fees and expenses incurred by PURCHASER
in connection with PURCHASER obtaining financing for its purchase of the
Property; and


 


(vii)         One-half (1/2) of any escrow fees charged by
the Title Company.


 


All other closing costs not mentioned herein
and for which no provision is made in this Contract shall be paid by SELLER
and/or PURCHASER as is customary in Sugar Land, Fort Bend County, Texas.


 


13.           CONDEMNATION PRIOR TO CLOSING. If, prior to Closing, (a) any
condemnation or eminent domain proceeding shall be commenced or threatened
against the Property or all or any portion of the Property shall be taken for
any public or quasi-public purpose or by a lawful power or authority by the
exercise of the right of condemnation or eminent domain or by agreement in lieu
thereof, PURCHASER shall have the option of terminating this Contract by giving
written notice of such termination to SELLER and Title Company within


 


20





















 


fifteen (15) days after PURCHASER has been notified in writing of such
taking by SELLER, in which event the Earnest Money shall be returned to
PURCHASER and all parties relieved of all further rights, duties and
obligations under this Contract except as expressly provided for herein. In the
event PURCHASER does not elect to terminate this Contract, then this Contract
shall remain in full force and effect. The Purchase Price shall be reduced by
the amount of any award or other payment arising from such condemnation,
eminent domain or other taking by any governmental authority which is paid to
SELLER before the Closing Date and not applied to the restoration of the
Property. At the Closing, SELLER shall assign to PURCHASER all of SELLER’s
right, title and interest in and to any award or other payment arising from
such condemnation, eminent domain or other talking by any governmental
authority not paid to SELLER prior to Closing, and PURCHASER and SELLER shall
otherwise proceed to close this transaction as provided herein, with the new
legal description of the Property then remaining being used for the Special
Warranty Deed. The provisions of this Paragraph shall govern and control rather
than the provisions of the Vendor and Purchaser Risk Act, Texas Property Code Section 5.007.


 


14.           BROKER’S FEE. If, as and when the transaction
contemplated by this Contract is consummated, SELLER hereby agrees to pay a
commission to Stan Johnson Company, Inc. (herein called “Broker”) pursuant
to a separate agreement for its services in connection with this transaction. The
right of Broker to such commission shall irrevocably vest upon the consummation
of the transaction contemplated by this Contract, but no such commission shall
be earned or payable if such transaction fails to close for any reason
whatsoever. Broker may divide its commission with any other licensed real
estate brokers or salesmen. Notwithstanding any such agreement for division of
the commission, SELLER and PURCHASER shall be fully protected (and Broker does
hereby agree to indemnify SELLER and PURCHASER against any loss, damage,
expenses or fees incurred by SELLER and/or PURCHASER because of Broker’s agreement
to divide such commission) in paying the commission to Broker provided for
herein. SELLER and PURCHASER represent and warrant each to the other that
except for Broker, no broker or agent is representing either of them in this
transaction. Should any other broker or agent assert a claim for a commission
in connection with this sale, the party through whom such claim is shown to
have been derived shall be solely responsible for the payment of such commission
or the defense of a claim in connection with the payment of any such
commission. Each party indemnifies and agrees to hold the other harmless of any
such claim, cause of action or damages occasioned by a breach of the herein
contained representation and warranty, including the payment of a reasonable
attorneys’ fee in defense of same. The provisions of this Paragraph 14 shall
survive the Closing.


 


15.           DEFAULT AND REMEDIES.


 


(a)           In the event that this transaction is not
consummated by reason of SELLER’s default, PURCHASER shall in PURCHASER’s sole
discretion and as PURCHASER’s sole and exclusive remedy hereunder, either (i) terminate
this Contract, in which case PURCHASER shall receive the Earnest Money or (ii) bring
an action to enforce specific performance of this Contract by SELLER and
complete the transaction contemplated by this Contract, waiving any defects in
title or any failure or breach of warranties, covenants and representations.


 


21





















 


(b)           In the event that this transaction, is not
consummated due to PURCHASER’s default, SELLER’s sole remedy shall be the
collection of the Earnest Money as liquidated damages, it being mutually
covenanted and agreed that in the event of PURCHASER’s default SELLER’s actual
damages would be difficult, if not impossible, to ascertain and therefore the
payment of the Earnest Money to SELLER in the event of such default by
PURCHASER shall not operate as a penalty but shall constitute reasonable
liquidated damages.


 


16.           ASSIGNMENT OF CONTRACT. This Contract may be assigned by PURCHASER,
without PURCHASER having to obtain the consent of SELLER, to an Affiliate of PURCHASER.
For purposes of the prior sentence, the term “Affiliate” shall mean and include
any person or entity that owns or controls, is owned or controlled by or is
under common ownership or control with PURCHASER, in whole or in part or is
sponsored by PURCHASER (herein called the “Assignee”); provided, however, that
PURCHASER shall not be relieved of claims, demands, suits, causes of action,
losses, liabilities, damages, costs and expenses (including reasonable
attorneys’ fees and court costs) resulting from PURCHASER’s inspection of the Property
during the Inspection Period and presence on the Property prior to the Closing
Date. Such assignment shall be effective upon delivery to SELLER of an executed
original assignment in which such Assignee expressly assumes the obligations of
PURCHASER under this Contract. Any other proposed assignment shall require the
prior written consent of SELLER.


 


17.           NOTICES. Any notices to be given by either party to this Contract shall be
given in writing and may be effected by personal delivery, facsimile
transmittal, delivery by overnight Federal Express or similar courier service,
or mailed by deposit of such into the care and custody of the United States
Postal Service, as applicable, certified, return receipt requested, and postage
prepaid, as follows:


 


	
   

  	
  To
  SELLER:

  	
   

  	
  c/o
  Simpkins Group, Inc.

  
	
   

  	
   

  	
   

  	
  Attention:
  Edwin L. Summers

  
	
   

  	
   

  	
   

  	
  2900
  Weslayan, Suite 350 

  
	
   

  	
   

  	
   

  	
  Houston,
  Texas 77027

  
	
   

  	
   

  	
   

  	
  Telephone:

  	
  (713)
  963-0885

  
	
   

  	
   

  	
   

  	
  Telecopy/Fax:

  	
  (713)
  963-8079 

  
	
   

  	
   

  	
   

  	
  E-mail:
  summers@simpkinsgroup.com

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and
  counsel

  	
   

  	
  Michael
  R. Winkler, Esq.

  
	
   

  	
  for
  SELLER:

  	
   

  	
  Campbell &
  Riggs, P.C.

  
	
   

  	
   

  	
   

  	
  1980
  Post Oak Boulevard, Suite 2300

  
	
   

  	
   

  	
   

  	
  Houston,
  Texas 77056

  
	
   

  	
   

  	
   

  	
  Telephone:

  	
  (713)
  621-6721

  
	
   

  	
   

  	
   

  	
  Telecopy/Fax:
  

  	
  (713)
  621-5453

  
	
   

  	
   

  	
   

  	
  E-mail:
  mwinkler@campbellriggs.com

  



 


22





















 


	
   

  	
  To PURCHASER:

  	
   

  	
  Inland Real Estate Acquisitions, Inc.

  
	
   

  	
   

  	
   

  	
  2901 Butterfield Road

  
	
   

  	
   

  	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
   

  	
   

  	
  Attention: G. Joseph Cosenza

  
	
   

  	
   

  	
   

  	
  Tel: (630) 218-4948

  
	
   

  	
   

  	
   

  	
  Fax: (630) 218-4935

  
	
   

  	
   

  	
   

  	
  E-mail: joe@inlandgroup.com

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and counsel

  	
   

  	
  The Inland Real Estate Group, Inc. Law Department

  
	
   

  	
  for PURCHASER:

  	
   

  	
  2901 Butterfield Road

  
	
   

  	
   

  	
   

  	
  Oak Brook, Illinois 60523

  
	
   

  	
   

  	
   

  	
  Attention: Robin Rash, Esq.

  
	
   

  	
   

  	
   

  	
  Tel: (630) 218-8000, ext. 2854

  
	
   

  	
   

  	
   

  	
  Fax: (630) 218-4900

  
	
   

  	
   

  	
   

  	
  E-mail: rash@inlandgroup.com

  



 


The parties hereto shall have the right from
time to time to change their respective addresses, and each shall have the
right to specify as its address any other address by at least five (5) days
prior written notice to the other party as herein provided. Notice shall be
effective and deemed given upon actual receipt or upon the third (3rd) business day after same is sent as
specified above, whichever is earlier; provided, however, notice given by
facsimile transmittal shall be effective upon transmission and receipt by the
sender of a facsimile confirmation and notice by overnight Federal Express or
similar carrier service shall be effective on the first (1st) business day after same is sent. Notice
timely given to SELLER or PURCHASER shall be effective for the purposes of this
Contract even though such notice may not have been contemporaneously given to
such party’s counsel listed above.


 


18.           MODIFICATION OF CONTRACT; WAIVER. This Contract may not be modified or
amended except by a written instrument signed by SELLER and PURCHASER. PURCHASER
and SELLER may waive any of the conditions contained herein or any of the obligations
of the other party hereunder, but any such waiver shall be effective only if in
writing and signed by the party waiving such condition or obligation.


 


19.           BINDING EFFECT. This Contract shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
legal representatives and, subject to Paragraph 16, assigns.


 


20.           ENTIRE AGREEMENT. This Contract, including any Exhibits and
Schedules attached hereto, constitutes the entire agreement and understanding
between the parties hereto and supersedes all prior and contemporaneous
agreements and undertakings of the parties in connection herewith. No
statements, agreements or understandings, representations, warranties or
conditions not expressed in this Contract shall be binding upon the parties
hereto, or shall be effective to interpret, change or restrict the provisions
of this Contract unless such is in writing signed by both parties hereto and by
reference made a part hereof.


 


23





















 


21.           GOVERNING LAW; VENUE. In the event that SELLER, PURCHASER and/or Broker
dispute the validity or formation of this Contract, or the meaning,
interpretation or operation of any term, condition, definition, or provision of
this Contract resulting in litigation, mediation, or other form of dispute
resolution, the parties agree that the law of the State of Texas shall apply
and that venue for any such litigation, mediation or other form of dispute
resolution shall take place in a court of appropriate jurisdiction in the State
of Texas.


 


22.           NON-FOREIGN AFFIDAVIT. SELLER warrants and represents that no withholding
of the Purchase Price is required pursuant to Section 1445 of the Internal
Revenue Code of 1954, as amended. In assurance of such warranties and
representations, SELLER agrees to execute and deliver to PURCHASER at Closing a
Non-foreign Affidavit.


 


23.           CASUALTY DAMAGE; RISK OF LOSS.


 


(a)           In the event the Property is substantially
damaged or destroyed (which for the purposes hereof shall mean damage or
destruction resulting in a repair cost equal to or greater than $250,000.00 or
a period of time needed to repair the Property to substantially its former condition
equal to or greater than one hundred twenty (120) days after the date of the
occurrence of the damage or destruction) by fire or other casualty on or after
the Effective Date but prior to the Closing, PURCHASER shall have the option of
(i) terminating this Contract, whereupon the Earnest Money shall be
returned to PURCHASER and neither SELLER nor PURCHASER shall have any further
rights or obligations hereunder except as expressly provided for herein or (ii)
closing this transaction; provided, however, that with respect to the right
provided for in clause (ii) immediately preceding, PURCHASER, shall
receive a credit against the Purchase Price for any and all insurance proceeds
paid to SELLER in connection with such casualty and not used by SELLER in
connection with the repair and restoration of the Property.  SELLER’s rights in and to such proceeds which
have not been paid to SELLER as of the Closing Date shall be assigned to
PURCHASER at the Closing. In the event there is a deductible applicable to such
insurance policy, the Purchase Price shall be reduced by the amount of the
deductible. If necessary, the Closing Date shall be extended to a date mutually
agreed to by the parties to allow a determination of the repair cost or the
time needed for repair. SELLER hereby agrees to use diligent efforts to settle
any insurance claims. PURCHASER shall give SELLER written notice of PURCHASER’s
election within fifteen (15) days after SELLER has given PURCHASER written notice
of such casualty loss and the repair cost and the time period for repair has
been determined.


 


(b)           In the event the Property is damaged or
destroyed by fire or other casualty on or after the Effective Date but prior to
the Closing, but such damage or destruction does not rise to the level of
substantial damage or destruction pursuant to Paragraph 23(a), then this
Contract shall remain in full force and effect and PURCHASER, at PURCHASER’s
option, by written notice given to SELLER within fifteen (15) days after SELLER
has given PURCHASER written notice of the casualty loss, may either (x) proceed
to close this transaction, in which event PURCHASER shall receive a credit
against the Purchase Price in an amount equal to any and all insurance proceeds
paid to SELLER in connection with such casualty and not used by SELLER in
connection with the repair and restoration of the Property, SELLER’s rights in
and to such proceeds not paid to SELLER as of the Closing shall be assigned to
PURCHASER at the


 


24





















 


Closing,
and the Purchase Price shall, be reduced by the amount of any deductible
applicable to the insurance policy or (y) require SELLER to repair and restore,
at SELLER’s sole cost and expense, the Property to its condition prior to such
damage and destruction, and the Closing Date, to the extent necessary, shall be
extended to a date mutually agreed to by SELLER and PURCHASER for such purpose.
SELLER agrees that it shall diligently commence and proceed with such repair
and restoration work until the completion of same.


 


The provisions of this Paragraph shall govern
and control rather than the provisions of the Vendor and Purchaser Risk Act,
Texas Property Code Section 5.007.


 


24.           NOTICES REGARDING MUNICIPAL UTILITY DISTRICTS
AND WATER DISTRICTS. The
Property is located in Municipal Utility District No. 21,
which requires a notice to be given to the PURCHASER pursuant to the provisions
of the Texas Water Code. Such notice shall be given to PURCHASER in accordance
with the applicable provisions of the Texas Water Code at the time of execution
of this Contract.


 


25.           NOTICE TO PURCHASERS OF REAL ESTATE. IN ACCORDANCE WITH THE TERMS OF THE REAL
ESTATE LICENSE ACT OF TEXAS, PURCHASER IS HEREBY ADVISED THAT IT SHOULD HAVE AN
ABSTRACT COVERING THE PROPERTY EXAMINED BY AN ATTORNEY OF ITS OWN SELECTION, OR
BE FURNISHED WITH OR OBTAIN A POLICY OF TITLE INSURANCE. PURCHASER ACKNOWLEDGES
RECEIPT OF THIS NOTICE BY EXECUTION OF THIS CONTRACT.


 


26.           EFFECTIVE DATE. The phrase “Effective Date” or “Effective
Date of this Contract” shall mean the date a counterpart of this Contract has
been fully executed by SELLER and PURCHASER.


 


27.           DAY FOR PERFORMANCE. In the event the day for which performance
is scheduled hereunder is a Saturday, Sunday, or a holiday observed by national
banking associations in Houston, Texas, then the day for such performance shall
be the immediately following business day. Any reference to a “business day” in
this Contract shall mean a day other than a Saturday, Sunday or holiday
observed by national banking associations in Houston, Texas. Time is of the
essence with respect to the performance by the parties of their obligations hereunder.


 


28.           ATTORNEYS’ FEES. In the event of a dispute or controversy
concerning the agreements which are the subject of this Contract that results
in litigation or binding arbitration, the prevailing party in such litigation
or binding arbitration shall be entitled to reasonable attorneys’ fees and
costs as determined by the court or the arbitrator.


 


29.           COUNTERPARTS; FACSIMILE SIGNATURES. This Contract may be executed in
counterparts, each of which shall be deemed an original hereof. Each party
hereto agrees that its signature page may be attached to an identical
counterpart of this Contract so that there are signature pages of each
such party to such counterpart of this Contract. Facsimile signatures shall be
deemed original signatures, with any party submitting a document with a


 


25





















 


facsimile signature agreeing to thereafter submit such document with an
original signature, and any party may rely on a facsimile signature as being an
ink original.


 


30.           DISCLAIMERS.


 


(a)           Except as expressly set forth in Paragraph 4 hereof,
SELLER makes no representation or warranty as to the truth, accuracy or
completeness of any of the materials, data or information delivered by SELLER
to PURCHASER in connection with the transaction contemplated hereby. PURCHASER
acknowledges and agrees that except as set forth in Paragraph 4, all materials,
data and information delivered by SELLER to PURCHASER in connection with the
transaction contemplated hereby are provided to PURCHASER as a convenience only
and that PURCHASER’s reliance on or use of such materials, data or information
prepared by parties other than SELLER shall be at the sole risk of PURCHASER; provided,
however, that SELLER hereby represents and warrants that to the best of its knowledge
it is unaware of any inaccuracy of incompleteness in any such materials, data
and information delivered by SELLER to PURCHASER.


 


(b)           EXCEPT AS EXPRESSLY SET FORTH IN THIS
CONTRACT OR IN THE DOCUMENTATION DELIVERED PURSUANT TO THE TERMS HEREOF, IT IS UNDERSTOOD
AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE (OTHER THAN SELLER’S WARRANTIES OF TITLE TO BE SET FORTH IN THE DEED), TAX
CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF
ASBESTOS) UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY
OR COMPLETENESS OF THE ITEMS DELIVERED PURSUANT TO PARAGRAPH 6 HEREOF PREPARED
BY PARTIES OTHER THAN SELLER OR ANY OTHER INFORMATION PROVIDED ON BEHALF OF
SELLER BY OTHERS TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE
PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL
AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE
IS, WITH ALL FAULTS” EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT. PURCHASER
REPRESENTS TO SELLER THAT PURCHASER WILL CONDUCT PRIOR TO CLOSING, SUCH
INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY
ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF
CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES
ON OR DISCHARGED FROM THE PROPERTY, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT,
WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS OR


 


26





















 


EMPLOYEES
WITH RESPECT THERETO. UPON CLOSING, PURCHASER SHALL ACCEPT THE RISK THAT
ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER’S INVESTIGATIONS, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT,
PURCHASER UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND
RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION
DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY
ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT
THE PURPOSE OF THIS PARAGRAPH IS FOR PURCHASER, TO THE FULLEST EXTENT POSSIBLE
AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF
OR AGAINST SELLER AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR
PERTAINING TO THE PROPERTY ON THE CLOSING DATE EXCEPT AS EXPRESSLY SET FORTH IN
THIS CONTRACT. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN TAKEN INTO ACCOUNT BY
THE PARTIES IN THEIR DETERMINATION OF THE PURCHASE PRICE. THE PROVISIONS OF
THIS PARAGRAPH 30(b) SHALL SURVIVE THE CLOSING AND BE INCORPORATED INTO
THE SPECIAL WARRANTY DEED REFERRED TO IN PARAGRAPH 10.1(A) OF THIS
CONTRACT.


 


(c)           It is the understanding and intention of the
parties that PURCHASER’S rights and remedies with respect to the transactions
provided for and contemplated in this Contract (collectively, this “Transaction”)
and with respect to all acts or practices of SELLER, past, present or future,
in connection with this Transaction, are and shall be governed by legal
principles other than the Texas Deceptive Trade Practices - Consumer Protection
Act (the “DTPA”). Accordingly, PURCHASER hereby agrees that under Section 17.49(g) of
the DTPA this Transaction is not governed by the DTPA. PURCHASER expressly
recognizes that the total consideration as agreed to by SELLER has been
predicated upon the inapplicability of the DTPA to this Transaction and that
SELLER, in determining to proceed with the entering into of this Contract, has
expressly relied on the inapplicability of the DTPA to this Transaction.


 


31.           TAX DEFERRED EXCHANGE. In the event SELLER desires to effect a
Tax-Deferred Exchange in connection with the conveyance of the Property,
PURCHASER agrees to cooperate in effecting such Tax-Deferred Exchange;
provided, however, that the exchanging party shall be responsible for all
additional costs associated with such Tax-Deferred Exchange, and provided,
further, that a non-exchanging party shall not assume any additional liability
with respect to such Tax-Deferred Exchange. SELLER and PURCHASER shall execute
such


 


27





















 


additional documents, at no cost to the non-exchanging party, as shall
be required to give effect to this provision.


 


32.           CAPTIONS. Captions and headings throughout this Contract are for convenience and
reference only, and they shall not define, limit, modify or add to the
interpretation or meaning of any provisions of this Contract or in any way affect
the scope, intent or effect of this Contract.


 


33.           SEVERABILITY. If any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


 


34.           EXHIBITS. All exhibits attached to this Contract are hereby made a
part of this Contract for all purposes whatsoever.


 


35.           CONSTRUCTION WARRANTY. SELLER represents and warrants that it
shall cause, at SELLER’s sole cost and expense, the general contractor to
correct and complete any “punch-list” items set forth in the Certificate of
Substantial Completion. Furthermore, SELLER agrees that for a period of one (1) year
commencing as of the date of Substantial Completion (as such term is defined in
the Lease), SELLER shall be solely responsible for having the general contractor
correct any latent or patent defects in workmanship and materials used in the construction
of the New Improvements, it being understood and agreed that although the Construction
Warranties shall be assigned to PURCHASER, SELLER shall be the party responsible
for enforcing same, and the cost of correcting any defective material or
workmanship during such one (1) year period, as between SELLER and
PURCHASER, shall be borne by SELLER. The terms and provisions of this Paragraph
35 shall be included in the Certificate to be provided by SELLER to PURCHASER
pursuant to Paragraph 4, and shall survive the Closing for the time period
specified herein.


 


36.           TENANT’S RIGHT OF FIRST REFUSAL. The parties acknowledge that Article 44 of
the Lease grants Tenant a right of first refusal to purchase the Property, and
that such right of first refusal continues and exists for a period of five (5) years,
commencing as of the first day of the Term (as such term is defined in the
Lease). SELLER’s obligation to sell the Property to PURCHASER, and PURCHASER’s
obligation to acquire the Property from SELLER is expressly conditioned on
Tenant waiving its right to purchase the Property pursuant to Article 44 of
the Lease in connection with: (i) the proposed sale to PURCHASER per this
Contract; and (ii) any future conveyances to or among any entity in whole or in
part owned by or affiliated with The Inland Group of Real Estate Companies, Inc.
SELLER agrees that upon execution of this Contract by all parties, it shall
provide to Tenant the “Outside Landlord Other Notice” as required by said Article 44.


 


28





















 


EXECUTED by the parties as of the date set
forth below the signature of each party, with the Effective Date of this
Contract to be the last of such dates as provided for in Paragraph 26.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  1410
  GILLINGHAM, LTD., a Texas limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  B.
  Douglas Simpkins, Jr. Inc., a General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ B. Douglas Simpkins, Jr.

  
	
   

  	
   

  	
  B. Douglas Simpkins, Jr., President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
    8/12/05

  
					



 


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  INLAND
  REAL ESTATE ACQUISITIONS, INC., an

  Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Louis Quilici

  
	
   

  	
   

  	
  Name:

  	
  Louis
  Quilici

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice-President

  
	
   

  	
   

  	
  Date:

  	
    8/12/05

  
						



 


29





















 


Broker executes
this Contract for the sole purpose of evidencing its agreement to the terms and
provisions of Paragraph 14 above. The consent of the Broker shall not be
required for any amendment to this Contract (including any amendment of the
Purchase Price) other than for an amendment to Paragraph 14.


 


	
   

  	
  STAN JOHNSON COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel E. Herrald

  
	
   

  	
  Name:

  	
   Daniel E. Herrald

  
	
   

  	
  Title:

  	
  Senior Associate

  
	
   

  	
  Date:

  	
    August 15, 2005

  
					



 


30





















 


RECEIPT BY TITLE COMPANY
(CONTRACT)


 


Chicago Title Insurance Company hereby
acknowledges receipt of a fully executed counterpart of this Contract on this
15th day of August, 2005
and agrees to perform its obligations hereunder.


 


 


	
   

  	
  CHICAGO
  TITLE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy R. Castro 

  
	
   

  	
  Name: 

  	
  Nancy
  R. Castro

  
	
   

  	
  Title:

  	
  AVP

  
						



 


 


RECEIPT BY TITLE COMPANY
(EARNEST MONEY)


 


Chicago Title Insurance Company hereby
acknowledges receipt of Earnest Money in the amount of $250,000.00 on this 15th day of August, 2005 and agrees to hold
and disburse same pursuant to the terms of this Contract.


 


 


	
   

  	
  CHICAGO
  TITLE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy R. Castro

  
	
   

  	
  Name:

  	
  Nancy
  R. Castro

  
	
   

  	
  Title:

  	
  AVP

  
					



 





















 


EXHIBIT “A”


 


LEGAL
DESCRIPTION OF THE LAND


 





















 


DESCRIPTION OF AN 11.041-ACRE


(480,966 SQ. FT.) TRACT OF LAND


SIUTATED IN THE BROWN &


BELKNAP LEAGUE, A-15, FORT


BEND COUNTY, TEXAS


 


Being an 11.041-acre (480,966 square foot) tract
of land situated in the Brown & Belknap League, A-15, Fort
Bend County, Texas and out of Commercial Reserve “A” of Sugar Land Business
Park, Tract 133 as filed for record by map or plat in Slide No. 1666/B of the Plat Records of Fort
Bend County, Texas. Said 11.041-acre tract being out of a called 15.183-acrc
tract conveyed to Avnet, Inc under Fort Bend County Clerk’s File No. 2002124437
of the Official Public Records of Fort Bend County, Texas and being more
particularly described by metes and bounds as follows with the basis of bearings
being the south line of said Sugar Land Business Park. Tract 133:


 


BEGINNING at a 5/8-inch iron
rod found in the east right-of-way line of Gillingham Drive (60 foot width) as
dedicated by map or plat in Slide No. 1356/B of the Plat Records of Fort Bend
County, Texas for the southwest corner of a called 16.15-acre tract of land
conveyed to Tramontina USA, Inc.
under Fort Bend County Clerk’s File No. 9810043 of the Official Public
Records of Fort Bend County, Texas and the southwest corner of Sugar Land
Business Park, Tract 137 as filed for record in Slide No. 1678/B of the
Plat Records of Fort Bend County, Texas;


 


THENCE North 87 deg. 29 min. 52 sec. East, along the south
line of said called 16.15-acre tract, a distance of 823.65 feet to a 5/8-inch
iron rod with cap (stamped “WEISSER ENG. HOUSTON, TX”) set for the northwest corner
of a called 9.971-acre tract of land conveyed to Tramontina USA, Inc under Fort
Bend County Clerk’s File No. 9810046 of the Official Public Records of
Fort Bend County, Texas and being the northeast corner of said tract herein
described;


 


THENCE South 02 deg. 39 min.
14 sec. East, along the west line of said called 9.971-acre tract, at a
distance of 251.75 feet pass the southwest corner of said called 9.971-acre
tract and the northwest corner of a called 1.464-acre tract of land conveyed to
Stillmeadow, Inc. in Volume 2227, Page 946 of the Deed Records of Fort
Bend County, Texas and continuing along the west line of said called 1.464-acre
tract, a total distance of 584.27 feet to a 5/8-inch iron rod with cap (stamped
“WEISSER ENG. HOUSTON, TX”) set for the southwest corner of said tract herein
described;


 


THENCE South 87 deg. 44 min. 17 sec. West,
crossing said 15.183-acre tract, a distance of 827.64 feet to a 5/8-inch iron
rod with cap (stamped “WEISSER ENG. HOUSTON, TX”) set in the east right-of-way
line of said Gillingham Drive for the southwest corner of said tract herein
described,


 


THENCE North 02 deg. 15 min.
43 sec. West, along the east right-of-way line of said Gillingham Drive, a
distance of 580.80 feet to the POINT-OF-BEGINNING and containing 11.041-acres
(480,966 square feet) of land.


 


Compiled by:


 


Weisser Engineering Company


19500 Park Row, Suite 109


Houston, Tx. 77084


 


Job No. R0753


[SEAL]


 


Exhibit A


 





















 


EXHIBIT “B”


 


NOTICE OF CONFIDENTIALITY
RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE
FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER’S LICENSE NUMBER.


 


SPECIAL WARRANTY DEED


 


	
  THE STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  KNOW ALL MEN BY THESE PRESENTS

  
	
  COUNTY OF FORT BEND

  	
  §

  	
   

  



 


THAT 1410 GILLINGHAM, LTD., a Texas limited
partnership (hereinafter called “Grantor”), for and in consideration of the sum
of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and confessed, has
GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY
unto                                                  ,
a Delaware limited liability company (herein called “Grantee”), Grantee’s
address for the purposes hereof being 2901 Butterfield Road, Oak Brook,
Illinois 60523, Attention:                                              ,
the following described real property (collectively, the “Property”), to-wit:


 


(a) An 11.041 acre tract of land, more or less,
situated in the Brown & Belknap
League, A-15, Fort Bend County, Texas, and out of Commercial Reserve “A” of Sugar
Land Business Park, Tract 133 as filed for record by map of plat in Slide No. 1666B
of the Plat Records of Fort Bend County, Texas, said 11.041 acre tract being
described by metes and bounds in Exhibit “A”
attached hereto (hereinafter referred to as the “Land”), together with all
interests appurtenant thereto, including any mineral interests owned by
Grantor, and any interest of Grantor in any alleys, strips or gores of land
adjoining the Land;


 


(b) That certain two-story concrete tilt-wall,
steel frame building constructed on the Land and containing approximately
150,000 square feet, and any and all fixtures and plumbing, electrical,
mechanical and heating, ventilation and cooling equipment which are part of
such building (but expressly excluding, however, any trade fixtures and
removable equipment owned by Thermo Process Instruments, L.P., as tenant of the
Land and said improvements), and together with any other structures, open
parking areas, and other improvements located on the Land; and


 


(c) All rights, titles and interests of Grantor
in and to any easements, rights-of-way or other interests in, on or to, any
land, highway, street, road or avenue, open or proposed, in, on, across, in
front of, abutting or adjoining the Land.


 





















 


This conveyance is
made and accepted subject to those matters set forth on Exhibit “B”
attached hereto and made a part hereof to the extent that same are valid, in
existence, and enforceable (collectively, the “Permitted Exceptions”).


 


TO HAVE AND TO HOLD
the Property, together with all and singular the rights and appurtenances
thereto in anywise belonging, subject to the Permitted Exceptions, unto
Grantee, its successors, assigns and legal representatives forever; and Grantor
does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND all
and singular the Property unto Grantee, its successors, assigns and legal
representatives, against every person whomsoever lawfully claiming or to claim
the same or any part thereto by, through or under Grantor but not otherwise,
subject, however to the Permitted Exceptions.


 


EXCEPT AS
SET FORTH IN THE CONTRACT OF SALE AND PURCHASE PROVIDING FOR THE SALE OF THE
PROPERTY (THE “CONTRACT”) OR THE CLOSING DOCUMENTS EXECUTED PURSUANT THERETO,
GRANTOR HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT
NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN GRANTOR’S
WARRANTY OF TITLE SET FORTH IN THIS DEED), TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES,
OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE
COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. GRANTEE BY ITS ACCEPTANCE OF THIS DEED ACKNOWLEDGES AND
AGREES THAT GRANTOR IS SELLING AND CONVEYING TO GRANTEE, AND GRANTEE IS
ACCEPTING, THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” GRANTEE REPRESENTS
TO GRANTOR THAT GRANTEE HAS CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, AS GRANTEE DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF
THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN
WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE
PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED
BY OR ON BEHALF OF GRANTOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. GRANTEE
ACCEPTS THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO,
CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY GRANTEE’S INVESTIGATIONS.


 





















 


EXECUTED as of the
date of the acknowledgment hereto, and delivered and effective the      day
of                      ,
2006.


 


	
   

  	
   

  	
  GRANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1410 GILLINGHAM, LTD., a Texas limited

  Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  B. Douglas Simpkins, Jr. Inc., a General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  B. Douglas Simpkins, Jr., President

  



 


 


	
  THE STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  COUNTY OF                       

  	
  §

  	
   

  



 


On this the       day
of                     ,
2006, before me,                                            the
undersigned Notary Public, personally appeared B. Douglas Simpkins, Jr.,


 


         personally
known to me - or -


         proved
to me on the basis of satisfactory evidence


 


to be the person(s) who executed the within
instrument as President of B. Douglas Simpkins, Jr. Inc., a Texas
corporation, on behalf of the corporation in its capacity as general partner of
1410 GILLINGHAM, LTD., a Texas limited
partnership, and acknowledged to me that the corporation executed it in such
capacity on behalf of the said limited partnership.


 


	
   

  	
  Witness my hand and official seal,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary Public, State of Texas

  



[Notary Seal]


 





















 


EXHIBIT “C”


 


BILL OF
SALE AND ASSIGNMENT


 


	
  THE STATE OF TEXAS 

  	
  §

  	
   

  
	
   

  	
  §

  	
  KNOW ALL MEN BY THESE PRESENTS:

  
	
  COUNTY OF FORT BEND

  	
  §

  	
   

  



 


1410
GILLINGHAM, LTD., a Texas limited partnership (“Assignor”), as of the
effective date hereof is conveying to                                                           ,
a Delaware limited liability company (the “Assignee”), that certain tract of
land, together with the improvements thereon, lying and being situated in the
City of Sugar Land, Fort Bend County, Texas and being more particularly
described on Exhibit A attached hereto
and made a part hereof for all purposes (the “Property”).


 


It is the desire of
Assignor to hereby assign, sell, transfer, set over and deliver to Assignee, in
connection with the sale of the Property to Assignee, certain personal property
and rights used in connection with or relating to the Property.


 


NOW, THEREFORE, in
consideration of the receipt of Ten Dollars ($10.00) and other good and
valuable consideration in hand paid by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged by Assignor, Assignor does hereby
ASSIGN, SELL, TRANSFER, SET OVER and DELIVER to Assignee the following
described properties (herein collectively called the “Assigned Properties”):


 


1.             That certain
two-story concrete, tilt-wall, steel frame building constructed on the Property
and containing approximately 150,000 square feet, and any and all fixtures and
plumbing, electrical, mechanical and heating, ventilation, and cooling
equipment which are part of such building (but expressly excluding, however,
any trade fixtures and removable equipment owned by Thermo Process Instruments,
L.P. (“Thermo”), the tenant of the Property), and together with any other
structures, open parking areas and other improvements located on the Property
(the “Improvements”).


 


2.             All equipment,
furnishings, materials, supplies, machinery, appliances, keys and other
tangible personal property owned by Assignor and placed or installed on the Property
or in the Improvements and used as part of or in connection therewith.


 


3.             Assignor’s rights,
titles and interests in and to all warranties, guaranties, bonds, certificates,
permits, zoning variances, waivers, governmental approvals, utility capacities,
utility commitments or agreements relating to the Property and the Improvements,
to the extent that same are in existence and assignable or to the extent consents
to assignment have been obtained.  This
assignment expressly includes the assignment of any construction warranties for
the construction of the Improvements, modifications thereto, and certain tenant
improvements and equipment installed in the


 





















 


Improvements held by or accruing to the benefit
of Assignor (collectively, the “Construction Warranties”); provided, however,
that the Construction Warranties may also be assigned to and/or enforced by
Thermo, pursuant to that certain Lease Agreement dated November 18, 2004
by and between Assignor, as Landlord, and Thermo, as Tenant (the “Thermo Lease”),
and Assignee shall enforce any Construction Warranties jointly with Thermo.
There is expressly excluded herefrom the assignment by Assignor of any amounts
deposited with utility companies as security.


 


4.             Assignor’s rights,
titles and interests in and to all site plans; surveys; environmental, soil and
substrata studies; architectural drawings; plans and specifications; engineering
plans and studies; floor plans; landscape plans; and other plans or studies of any
kind to the extent (i) available; (ii) assignable without violation
of applicable law or any agreement or confidentiality provision relating
thereto, and (iii) in Assignor’s possession or control (or in the possession of
Assignor’s agents) that relate to the Property and the Improvements.


 


5.             Assignor’s rights,
titles and interests in and to:


 


(i)            Restated as Amended
Standard Tax Abatement Agreement between the City of Sugar Land, SELLER and
Tenant, dated effective November 17, 2004;


 


(ii)           Restated as Amended Standard Tax Abatement
Agreement between Fort Bend County, SELLER and Tenant, dated December 7,
2004; and


 


(iii)          Restated as Amended Standard Tax Abatement
Agreement between Fort Bend County Municipal Utility District No. 21,
SELLER and Tenant, dated effective December 28, 2004.


 


6.             Any and all other
assignable rights, privileges and appurtenances owned by Assignor and in any
way related to, or used in connection with, the operation of the Property and
the Improvements, including without limitation, any prepaid rents and deposits
made by Thermo under the Thermo Lease.


 


The Assigned
Properties are assigned, sold, transferred, set over and delivered in their
AS-IS, WHERE IS CONDITION AND WITH ALL FAULTS. ASSIGNOR MAKES NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO FITNESS, HABITABILITY, USE,
MERCHANTABILITY, QUALITY OF CONSTRUCTION, WORKMANSHIP, OR OTHERWISE EXCEPT AS
TO THE WARRANTY OF TITLE SET FORTH HEREIN, AND THE WARRANTIES AND
REPRESENTATIONS SET FORTH IN THE CONTRACT OF SALE AND PURCHASE FOR THE SALE AND
PURCHASE OF THE PROPERTY.


 


TO HAVE AND TO HOLD
the Assigned Properties, subject as aforesaid, unto Assignee, its respective
successors and assigns, forever; and Assignor hereby agrees to forever warrant
and defend the Assigned Properties, subject to the matters set forth as
Permitted Exceptions in the


 





















 


Special Warranty Deed of even date, herewith
from Assignor to Assignee, against all claims and causes of action brought by
all persons lawfully alleging or attempting to allege any right, title or
interest in and to the Assigned Properties, by, through or under Assignor, but
not otherwise.


 


This Bill of Sale and
Assignment may be executed in multiple counterparts which, when signature pages containing
the original signatures of all signatories hereto have been obtained and
attached hereto, shall constitute a full and complete Bill of Sale and
Assignment. Each of Assignor and Assignee agrees that (i) its signature page may
be attached to an identical counterpart of this Bill of Sale and Assignment so
that there is a counterpart of this instrument containing the signature pages of
all parties and (ii) facsimile signatures shall be deemed original
signatures, with any party submitting a document with a facsimile signature
agreeing to thereafter submit this instrument with an original signature. Any
party may rely on a facsimile signature as being an ink original.


 


IN WITNESS WHEREOF,
this Bill of Sale and Assignment has been executed by the parties hereto
effective for all purposes as of the        day
of                                      ,
2006.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  1410 GILLINGHAM, LTD., a Texas limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  B. Douglas Simpkins, Jr. Inc., a

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  B. Douglas
  Simpkins, Jr., President

  



 





















 


EXHIBIT “D”


 


ASSIGNMENT
AND ASSUMPTION OF LEASE


 


In consideration of
Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, 1410
GILLINGHAM, LTD., a Texas limited partnership (“Assignor”), does
hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER
unto                                               ,
a Delaware limited liability company (“Assignee”), all of the right, title and
interest of the Assignor, as landlord, in, to and under that certain Lease Agreement
dated “November 18, 2004 by and between Assignor, as Landlord, and Thermo
Process Instruments, L.P., as Tenant (the “Lease”), and all of the rights,
powers, estate, benefits and privileges of the Assignor in, to and under the
Lease, including without limitation, the right of the Assignor to collect and
receive rents pursuant to the Lease; together with all of Assignor’s rights,
titles and interests in and to that certain Guaranty dated November 18,
2004, executed by Thermo Electron Corporation, a Delaware corporation, pursuant
to which Thermo Electron Corporation guaranteed the payment and performance of
the obligations of Thermo Process Instruments, L.P. under the Lease.


 


The Lease demises
certain real improved property situated in the City of Sugar Land, Fort Bend
County, Texas and more particularly described on Exhibit “A”
attached hereto and made a part hereof.


 


Assignee hereby
assumes and agrees to perform all of the terms, covenants, obligations and
conditions of the Lease which are required to be performed or complied with by
the landlord under the Lease, in respect of the period from and after the date
of this Assignment.


 


Assignor hereby
agrees to indemnify and hold Assignee harmless from and against all
liabilities, damages, costs and expenses (including without limitation intended
and by way of example only, reasonable attorneys’ fees and court costs) arising
out of the failure of the Assignor to perform its obligations as landlord under
the Lease, in respect of the period prior to the date of this Assignment.


 


Assignee hereby
agrees to indemnify and hold Assignor harmless from and against all
liabilities, damages, costs and expenses (including without limitation intended
and by way of example only, reasonable attorneys’ fees and court costs) arising
out of the failure of Assignee or its successors in interest, to perform the
obligations of the landlord under the Lease in respect of the period from and
after the date of this Assignment.


 


Assignor hereby
agrees to forever warrant and defend this Assignment against all claims and
causes of action brought by all persons lawfully alleging or attempting to
allege any right, title or interest by, through or under Assignor, but not
otherwise.


 


The provisions of
this Assignment shall be binding upon and inure to the benefit of Assignor and
Assignee, and their respective successors, assigns and legal representatives.
This Assignment may be executed in multiple counterparts, each of which shall
be deemed an original


 





















 


hereof. Each of Assignor and Assignee agrees
that (i) its signature page may be detached from any one such
counterpart and attached to an identical counterpart so that there may be one
or more counterparts containing the signature pages of Assignor and
Assignee and (ii) facsimile signatures shall be deemed original
signatures, with any party submitting a document with a facsimile signature
agreeing to thereafter submit this instrument with an original signature. Any
party may rely on a facsimile signature as being an ink original.


 


IN WITNESS WHEREOF,
Assignor and Assignee have executed this Assignment effective as of the           day
of                                            ,
2006.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  1410 GILLINGHAM, LTD., a

  
	
   

  	
  Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  B. Douglas Simpkins, Jr. Inc., a

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  B. Douglas
  Simpkins, Jr., President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  Inland                                 ,
  a Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 





















 


EXHIBIT “E”


 


NON-FOREIGN
CERTIFICATE - ENTITY


 


Section 1445 of
the Internal Revenue Code provides that a transferee (buyer) of a United States
real property interest must withhold tax if the transferor (seller) is a
foreign person. For U.S. tax purposes (including Section 1445), the owner
of a disregarded entity (which has legal title to a U.S. real property interest
under local law) will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon
the disposition of a United States real property interest by 1410 Gillingham, Ltd., a Texas limited partnership (herein
called “Transferor”), the undersigned hereby certifies to                                                      ,
a Delaware limited liability company, the following on behalf of the
Transferor:


 


1.             Transferor is not a
foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations).


 


2.             Transferor is not a
disregarded entity as defined in §1.1455-2(b)(2)(iii).


 


3.             The United States
Employer Identification Number (tax identification number) of Transferor is 20-1824121


 


4.             Transferor’s office
address is 2900 Weslayan, Suite 350, Houston, Texas 77027.


 


5.             Transferor understands
that this certification may be disclosed to the Internal Revenue Service by
transferee and that any false statement contained herein may be punished by fine,
imprisonment or both.


 


Under penalties of
perjury, the undersigned declares that he has examined this certification and
that, to the best of his knowledge and belief, it is true, correct and
complete. The undersigned further declares that he has authority, as the
President of 

B. Douglas Simpkins, Jr. Inc., a general partner of Transferor, to sign
this document on behalf of the Transferor.


 


DATED this the       day
of                                 ,
2006.


 


	
   

  	
  TRANSFEROR:

  
	
   

  	
   

  
	
   

  	
  1410 GILLINGHAM LTD., a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  B. Douglas Simpkins, Jr. Inc., a General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  B.
  Douglas Simpkins, Jr., President

  	
   

  



 





















 


EXHIBIT “F”


 


DUE DILIGENCE CHECKLIST


The following
information is to be provided for management review


 


	
  NAME OF PROPERTY:

  	
   

  	
  Comments 

  
	
  A.

  	
   

  	
  FINANCIAL INFORMATION

  	
   

  	
   

  
	
   

  	
  1.

  	
  Leases

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Copies of all leases, amendments and any
  guarantees 

  	
   

  	
   

  
	
   

  	
   

  	
  We need within three (3) days after
  acceptance of agreement.

  	
   

  	
   

  
	
   

  	
   

  	
  b.     Copies of any REA, OEA, easements and
  encumbrances

  	
   

  	
   

  
	
   

  	
   

  	
  We need within three (3) days after
  acceptance of agreement.

  	
   

  	
   

  
	
   

  	
   

  	
  c.     Standard Lease Form

  	
   

  	
  N/A

  
	
   

  	
  2.

  	
  Rent Roll

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Current Rent Roll

  	
   

  	
   

  
	
   

  	
   

  	
  We need within three (3) days after
  acceptance of agreement.

  	
   

  	
   

  
	
   

  	
   

  	
  b.     Rent Roll as of December 31 of previous
  year

  	
   

  	
  N/A

  
	
   

  	
   

  	
  c.     Rent Information for any tenant who occupied
  a space during previous year, including vacated tenants as of December 31
  of previous year

  	
   

  	
  N/A

  
	
   

  	
   

  	
  d.     Future rent information for any tenant to
  occupy a space in the current year whose lease was signed and finalized as of
  December 31 of the previous year

  	
   

  	
  N/A

  
	
   

  	
   

  	
  e.     Schedule of rents for free rent and stopped
  rent periods

  	
   

  	
  If applicable

  
	
   

  	
  3.

  	
  Copies of Commencement Letters to Tenants

  	
   

  	
  Prior to closing

  
	
   

  	
  4.

  	
  Latest leasing status report

  	
   

  	
  N/A

  
	
   

  	
  5.

  	
  Summary of recent lease transactions including rate
  and tenant improvement allowances

  	
   

  	
  N/A

  
	
   

  	
  6.

  	
  Percentage Rent

  	
   

  	
   

  
	
   

  	
   

  	
  a.     List of current tenants on percentage rent
  only or percentage rent in lieu basis

  	
   

  	
  N/A

  
	
   

  	
   

  	
  b.     Summary of percentage rents for the year
  ended December 31 of previous year and related support

  	
   

  	
  N/A

  
	
   

  	
  7.

  	
  List of specialty license agreements

  	
   

  	
  N/A

  
	
   

  	
  8.

  	
  Operating Statements

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Prior five full years income/operating
  statements ending December 31

  	
   

  	
  N/A

  
	
   

  	
   

  	
  b.     Income/Operating Statement from January 1
  through the end of the most recent quarter

  	
   

  	
  N/A

  
	
   

  	
   

  	
  c.     Year-to-date income/operating statement

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  d.     Balance sheet as of December 31 of
  previous year

  	
   

  	
  N/A

  
	
   

  	
   

  	
  e.     Current year/full year operating budgets

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  f.      Following year budget

  	
   

  	
  If in existence

  
	
   

  	
  9.

  	
  General Ledger

  	
   

  	
  N/A

  
	
   

  	
   

  	
  a.     General ledger detail for income statement
  accounts for the previous year ending December 31

  	
   

  	
  N/A

  



 





















 


	
   

  	
   

  	
  b.     Year-to-date general ledger statement

  	
   

  	
  N/A

  
	
   

  	
  10.

  	
  Copies of bills for:

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Real estate taxes (last three years)

  	
   

  	
   

  
	
   

  	
  11.

  	
  Seller’s Insurance –
  Copies of Declaration pages for current and previous years

  	
   

  	
   

  
	
   

  	
   

  	
  1) Liability

  	
   

  	
   

  
	
   

  	
   

  	
  2) Property

  	
   

  	
   

  
	
   

  	
  12.

  	
  Tenant Reconciliations

  	
   

  	
  N/A

  
	
   

  	
   

  	
  a.     Copies of reconciliations for
  CAM/taxes/insurance for year ended December 31 of previous year for all
  tenants including vacated Tenants

  	
   

  	
  N/A

  
	
   

  	
   

  	
  b.     Statement of current monthly amounts paid by
  tenants for CAM/tax/insurance plus a year-to-date balance of amounts paid by
  each tenant (Tenant Ledger)

  	
   

  	
  N/A

  
	
   

  	
  13.

  	
  Information related to any recent CAM or TAX Audits,
  including copies of reports

  	
   

  	
  N/A

  
	
   

  	
  14.

  	
  Leakage report of reimbursable expenses by tenant

  	
   

  	
   

  
	
   

  	
  15.

  	
  Receivables status/aging report

  	
   

  	
  N/A

  
	
   

  	
  16.

  	
  Tenant sales reports for last three years
  (absolutely required for tenants who have
  kick-outs for sales or who paid percentage rent)

  	
   

  	
  N/A

  
	
   

  	
  17.

  	
  Tenant financial statements (and guarnator)

  	
   

  	
   

  
	
   

  	
  18.

  	
  Lease expirations – next three years 

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Status of expirations, with kick-outs, with respect to renewal
  possibilities

  	
   

  	
  N/A

  
	
   

  	
  19.

  	
  Description and breakdown of Promotional Income and
  Marketing Fund

  	
   

  	
  N/A

  
	
   

  	
  20.

  	
  Leasing Plan

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  EXPENSE INFORMATION

  	
   

  	
   

  
	
   

  	
  1.

  	
  Twelve months of consecutive utility bills 

  	
   

  	
  If available

  
	
   

  	
   

  	
  a.     Water

  	
   

  	
  If
  available

  
	
   

  	
   

  	
  b.     Gas

  	
   

  	
  If
  available

  
	
   

  	
   

  	
  c.     Electric

  	
   

  	
  If
  available

  
	
   

  	
   

  	
  d.     Telephone and dedicated lines

  	
   

  	
  If
  available

  
	
   

  	
  2.

  	
  Copies of all service agreements, contracts or any
  leases that encumber the property

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  a.     Fire/sprinkler/burglar alarms

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  b.     Antenna cable/satellite dish

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  c.     Cleaning

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  d.     Exterminating

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  e.     Landscaping

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  f.      Scavenger

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  g.     Security service

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  h.     Snow removal

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  i.      Towing

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  j.      Union contracts

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  k.     Elevator

  	
   

  	
  If in existence

  



 





















 


	
   

  	
   

  	
  l.      Uniform rental

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  m.    Water softeners

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  n.     Leasing

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  o.     Management Agreement

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  p.     Advertising

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  q.     Tax reduction legal fees

  	
   

  	
  If in existence

  
	
   

  	
   

  	
  r.      Any other service contracts or leases not
  cancelable in 90 days

  	
   

  	
  If in existence

  
	
   

  	
  3.

  	
  Copies of one month’s invoices for recurring
  contractual operating expenses (contractual, landscaping, sweeping, etc.)

  	
   

  	
  If
  in existence 

  
	
   

  	
  4.

  	
  Copies of invoices for
  various significant expense items (repairs, maintenance, contractual) 

  	
   

  	
  If
  in existence 

  
	
   

  	
  5.

  	
  Capital improvements

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Capital improvements over the last 36 months

  	
   

  	
   

  
	
   

  	
   

  	
  b.     Five-year capital expenditure forecast 

  	
   

  	
   

  
	
   

  	
   

  	
  c.     Assignable warranties (Other than Roof) 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  ENVIRONMENTAL
  REPORTS

  	
   

  	
   

  
	
   

  	
  1.

  	
  Phase I (existing)

  	
   

  	
   

  
	
   

  	
  2.

  	
  Phase I (new)

  	
   

  	
  N/A

  
	
   

  	
  3.

  	
  Other

  	
   

  	
   

  
	
  D.

  	
   

  	
  STAFFING

  	
   

  	
   

  
	
   

  	
  1.

  	
  Itemized by position and
  salary

  	
   

  	
  N/A

  
	
  E.

  	
  SITE
  INSPECTIONS

  	
   

  	
   

  
	
   

  	
  1.

  	
  Inspection report

  	
   

  	
  N/A

  
	
   

  	
  2.

  	
  Photos

  	
   

  	
  If
  available

  
	
  F.

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
  Code violations

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Current and outstanding

  	
   

  	
   

  
	
   

  	
   

  	
  b.     Last 24 months, with compliance

  	
   

  	
   

  
	
   

  	
   

  	
  c.     Contact municipalities as to other problems

  	
   

  	
   

  
	
   

  	
  Copies of all Warranties

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Roof

  	
   

  	
   

  
	
   

  	
   

  	
  b.     Construction

  	
   

  	
   

  
	
   

  	
  Current tenant contact list 

  	
   

  	
   

  
	
   

  	
  Certificates of insurance for each tenant 

  	
   

  	
   

  
	
   

  	
  Current insurance policies (building and common
  area)

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Property

  	
   

  	
   

  
	
   

  	
   

  	
  b.     Liability

  	
   

  	
   

  
	
   

  	
   

  	
  c.     Umbrella

  	
   

  	
   

  
	
   

  	
   

  	
  d.     Elevation Certificates for Flood Insurance

  	
   

  	
   

  
	
   

  	
  Appraisal

  	
   

  	
   

  
	
   

  	
   

  	
  a.     Existing Third Party Appraisal

  	
   

  	
  N/A

  
	
   

  	
   

  	
  b.     New Appraisal

  	
   

  	
  N/A

  
	
   

  	
  Marketing/leasing brochures 

  	
   

  	
  N/A 

  
	
   

  	
  Survey  

  	
   

  	
  Per
  contract  

  
	
   

  	
  Site plan 

  	
   

  	
  If available 

  



 





















 


	
   

  	
  Building photographs and aerials

  	
   

  	
  If
  available  

  
	
   

  	
  Certificates of Occupancy 

  	
   

  	
  Per contract 

  
	
   

  	
  Zoning Letter  

  	
   

  	
  N/A
  

  
	
   

  	
  Building Plans and Specifications 

  	
   

  	
  Per contract 

  
	
   

  	
  Estoppels  

  	
   

  	
  Per
  contract  

  
	
   

  	
  Base rent collected in previous five calendar
  year period by tenant 

  	
   

  	
  N/A 

  
	
   

  	
  Physical occupancy for the last five calendar years
  prior to purchase 

  	
   

  	
  N/A
  

  



 


	
   

  	
  Year
  Ending

  December 31

  	
   

  	
  Occupancy Rate

  as of

  December 31

  	
   

  	
  Effective

  Annual Rental Rate

  as of December 31

  	
   

  	
   

  	
   

  
	
   

  	
  2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  N/A

  



 





















 


EXHIBIT “G”


 


SURVEYOR’S CERTIFICATE


 


CERTIFIED TO: Inland Real Estate Acquisitions, Inc.,
its successors, lenders and assigns


 


Inland                                                      ,
L.L.C., its successors, lenders and assigns


                                                     [NAME
OF LENDER TBD]


Chicago Title Insurance
Company


 


The undersigned does hereby certify that (i) this
survey was made upon the ground of the property reflected hereon on                                ,
2005 under my supervision, for the benefit of and reliance by Inland Real
Estate Acquisitions, Inc., its successors, lenders and assigns, Inland                                               ,
L.L.C., its successors, lenders and assigns,                                                
[name of lender TBD] and Chicago Title Insurance Company, and correctly shows
and represents the property reflected hereon (including the gross square
footage thereof) and the locations of all buildings, structures and other
improvements (including the gross square footage thereof) and visible items
(including all parking spaces (and a count thereof) located upon the property
and the sizes of such parking spaces) and known utilities located thereon, and
the relation of all such buildings, structures and other improvements to the
property lines of the property reflected hereon; (ii) the description of
the property contained hereon is correct and the physical evidence of boundary
lines and lines of possession or occupancy have been shown and proper notation
made where in conflict with the legal description, and such boundary lines
Aclose® by engineering calculations; (iii) the property reflected hereon
has physical and legal access to and from a dedicated public roadway, and the
public roads, highways, streets and alleys running adjacent to or upon the
properly reflected hereon are shown; (iv) except as shown hereon, there
are no discrepancies, conflicts, shortages in area, encroachments (from the
property reflected hereon onto any adjacent property, including streets,
roadways and alleys, and/or from any adjacent property, including streets,
roadways and alleys, onto the property reflected hereon), visible improvements,
overlapping of improvements, set-back and/or building lines, easements (and no
evidence on the ground of use of the property that might suggest a possible
claim of easement), rights-of-way, drainage ditches, power lines or roadways
that affect the property reflected hereon, or, to the undersigned’s knowledge,
after diligent inquiry, platted utilities that affect the property reflected
hereon; (v) there are no gaps, gores, or overlaps between parcels or
roads, highways, streets, or alleys and all parcels that comprise the property
reflected hereon are contiguous; (vi) the property reflected hereon is a
separate tax lot; (vii) all utilities for the operation of the property
reflected hereon are available at the lot lines, enter said tract through said
tract at adjoining public streets and do not run through or under any buildings
or improvements not located on the property reflected hereon; (viii) there
are no violations of zoning ordinances, restriction or other regulations with
reference to the location of all buildings, structures and improvements
situated on the property reflected hereon and the number and configuration of
parking spaces; (ix) the gross and net areas (both acreage and square
footage) shown hereon are correct and there are no boundary line discrepancies
and no deficiencies in the quantity of the land described in the legal
description of the property reflected; (x) this property lies in Flood Zone                        according
to Flood Insurance Rate Maps for the City of                 ,
Community Panel No.                                 ,
dated                              and
issued by the Federal Emergency Management, and (xi) this survey conforms with
the “Minimum Standard Detail Requirements of ALTA/ACSM Land Title Surveys”,
jointly established and adopted by American Land Title Association (“ALTA”) and
American Congress on Surveying and Mapping (“ACSM”) in 1999, and includes Table
“A” items 1, 2, 3, 4, 6, 7(a)-(c), 8, 9, 10, 11(a) and (b), and 13-16
therein. This Survey correctly shows (i) the zoning classification of the
Property, (ii) the permitted uses within such classification, (iii) the
parking requirements of the zoning code applicable to the subject property, and
(iv) the source of such information. Pursuant to the Accuracy Standards as
adopted by ALTA and ACSM and in effect on the date of this certification, the
undersigned further certifies that proper field procedures, instrumentation and
adequate survey personnel were employed in order to achieve results comparable
to those outlined in the Minimum Angle, Distance and Closure Requirements for
Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title
Surveys.


 


[Surveyor’s Name]


 


	
  By:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
  Registered Land Surveyor No.

  	
   

  	
   

  
	
  Date of Survey: