Exhibit 10.2


    
      

    

    Exhibit
      10.2

    


    AGREEMENT
      OF PURCHASE AND SALE

    


    THIS
      AGREEMENT (“Agreement”)
      dated
      as of July 10,
      2006,
      is by and among AMB
      PROPERTY II, L.P.,
      a
      Delaware limited partnership (“AMB”),
      HEADLANDS
      REALTY CORPORATION,
      a
      Maryland corporation (“Headlands”)
      (AMB
      and Headlands are hereinafter collectively referred to as, “Sellers”),
      and
FORWARD
      AIR, INC.,
      a
      Tennessee corporation (“Buyer”).
      

    


    ARTICLE
      I


    PURCHASE
      AND SALE OF PROPERTY

    


    Section
      1.1    AMB
      Sale.
      AMB
      hereby
      agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from
      AMB, subject to the terms and conditions set forth herein, the following:


    


    (a)    that
      certain real property located in the City of Des Plaines, County of Cook, State
      of Illinois, and being more particularly described in Exhibit A-1
      attached
      hereto (the “AMB
      Real Property”);

    


    (b)    all
      of
      AMB’s right title and interest in and to all rights, privileges and easements
      appurtenant to the AMB Real Property, including, without limitation, all
      minerals, oil, gas and other hydrocarbon substances on and under the AMB Real
      Property, as well as all development rights, air rights, water, water rights,
      riparian rights and water stock relating to the AMB Real Property and any
      rights-of-way or other appurtenances used in connection with the beneficial
      use
      and enjoyment of the AMB Real Property and all of AMB’s right, title and
      interest in and to all roads and alleys adjoining or servicing the AMB Real
      Property (collectively, the “AMB
      Appurtenances”);
      

    


    (c)    all
      of
      AMB’s right, title and interest in and to all Improvements (as defined below) to
      be constructed on the Real Property (as herein defined) pursuant to Section
      2.2
      below; and

    


    (d)    any
      intangible personal property now or hereafter owned by AMB and used in the
      ownership, use or operation of the AMB Real Property, including, without
      limitation, AMB’s rights and interests in any utility contracts (excluding any
      utility deposits made by AMB) or other agreements or rights relating to the
      ownership, use and operation of the AMB Real Property (except that, (i) to
      the
      extent that any such contracts or other agreements are part of portfolio
      agreements, they shall not be assignable, and (ii) AMB hereby retains all rights
      to any and all copyrights, trademarks, logos, graphics and other rights with
      respect to the name “AMB”, including the name “AMB”), and any construction
      warranties relating to the Improvements (collectively, the “AMB
      Intangible Property”).
      

    


    Section
      1.2    Headlands
      Sale.
      Headlands hereby
      agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from
      Headlands, subject to the terms and conditions set forth herein, the following:
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)    that
      certain real property located in the City of Des Plaines, County of Cook, State
      of Illinois, and being more particularly described in Exhibit A-2
      attached
      hereto (the “Headlands
      Real Property”
and
      together with the AMB Real Property, the “Real
      Property”);

    


    (b)    all
      of
      Headlands’ right title and interest in and to all rights, privileges and
      easements appurtenant to the Headlands Real Property, including, without
      limitation, all minerals, oil, gas and other hydrocarbon substances on and
      under
      the Headlands Real Property, as well as all development rights, air rights,
      water, water rights, riparian rights and water stock relating to the Headlands
      Real Property and any rights-of-way or other appurtenances used in connection
      with the beneficial use and enjoyment of the Headlands Real Property and all
      of
      Headlands’ right, title and interest in and to all roads and alleys adjoining or
      servicing the Headlands Real Property (collectively, the “Headlands
      Appurtenances”
and
      together with the AMB Appurtenances, the “Appurtenances”);
      

    


    (c)    all
      of
      Headlands’ right, title and interest in and to the Improvements and fixtures to
      be constructed on the Real Property pursuant to Section 2.2 below, including,
      without limitation, an approximately 125,540 square foot cross dock shipping
      and
      distribution center building containing approximately 10,800 square feet of
      two
      (2) story office space (the “Building”),
      and
      all apparatus, equipment and appliances used in connection with the operation
      or
      occupancy of the Real Property, such as heating and air conditioning systems
      and
      facilities used to provide any utility, refrigeration, ventilation, garbage
      disposal, snow removal equipment, or other services on the Real Property, if
      any, which have been installed or constructed on the Real Property by AMB
      pursuant to Section 2.2 below;

    


    (d)    the
      personal property owned by Headlands, if any, located on the Real Property
      and
      used exclusively in the operation or maintenance of the Improvements, as
      described on Schedule 1
      attached
      hereto (the “Headlands
      Personal Property”);
      and

    


    (e)    any
      intangible personal property now or hereafter owned by Headlands and used in
      the
      ownership, use or operation of the Improvements, the Headlands Real Property
      and
      Headlands Personal Property, including, without limitation, Headlands’ rights
      and interests in any utility contracts (excluding any utility deposits made
      by
      Headlands) or other agreements or rights relating to the ownership, use and
      operation of the Improvements or the Headlands Real Property (except that,
      Headlands hereby retains all rights to any and all copyrights, trademarks,
      logos, graphics and other rights with respect to the name “AMB”, including the
      name “AMB”), and, on a non-exclusive basis, any construction warranties relating
      to the Improvements (collectively, the “Headlands
      Intangible Property”
and
      together with the AMB Intangible Property, the “Intangible
      Property”).
      

    


    All
      of
      the items referred to in Sections 1.1 and 1.2 above are collectively referred
      to
      as the “Property.”


    
      
        
        

      

      
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    Section
      1.3    Purchase
      Price.

    


    (a)    The
      purchase price of the Property is Twenty-Two Million One Hundred Five Thousand
      Thirty-Six Dollars ($22,105,036) (the “Purchase
      Price”).
      The
      allocation of the Purchase Price between AMB and Headlands shall be determined
      by Sellers in their sole and absolute discretion.

    


    (b)    The
      Purchase Price shall be paid as follows: 

    


    (i)    Within
      three (3) days after full execution of this Agreement, Buyer shall deposit
      in
      escrow with Chicago Title Company at 388 Market Street, San Francisco, CA 94111,
      Attn.: Michelle Viguie (the “Title
      Company”)
      an all
      cash payment, or wire transfer, in the amount of Three Million Three Hundred
      Fifteen Thousand Seven Hundred Fifty-Five Dollars ($3,315,755)(the “Deposit”).
      Except as otherwise provided in this Agreement, the Deposit shall not be
      refundable to Buyer. The Deposit shall be held in an interest bearing account
      and all interest thereon shall be deemed a part of the Deposit. At the Closing,
      as defined in Section 1.2(b)(iii) below, the Deposit shall be paid to Sellers
      and credited against the Purchase Price.

    


    (ii)   IF
      THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION
      PRECEDENT AND THE BUYER IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY SHALL
      RETURN THE DEPOSIT TO BUYER. IF
      THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY DUE TO EITHER OF THE SELLERS’
DEFAULT HEREUNDER, THEN, AS BUYER’S SOLE AND EXCLUSIVE REMEDIES, BUYER MAY
      EITHER: (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT,
      IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
      HEREUNDER (EXCEPT AS PROVIDED IN SECTIONS
      7.1, 9.3 AND 9.12
      BELOW), OR (2) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT; PROVIDED,
      HOWEVER, IF THE ACTIONS OF SELLERS HAVE RENDERED SPECIFIC PERFORMANCE IMPOSSIBLE
      TO ACHIEVE, BUYER MAY SEEK TO RECOVER ITS ACTUAL DAMAGES DUE TO SELLERS’ DEFAULT
      HEREUNDER. THE PARTIES HAVE AGREED THAT SELLERS’ ACTUAL DAMAGES IN THE EVENT OF
      A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY
      DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE
      AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS
      AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES
      THAT SELLERS WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER
      FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE
      DEPOSIT MADE BY BUYER SHALL BE FORFEITED TO SELLERS AS THE SOLE AND EXCLUSIVE
      REMEDY AVAILABLE TO SELLERS FOR SUCH FAILURE. BY
      PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY
      OF
      THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY
      COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES
      OF
      THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 1.3(b)(ii) IS NOT INTENDED
      TO
      LIMIT SELLERS’ OR BUYER'S RIGHTS UNDER SECTIONS
      7.1, 9.3 AND 9.12 OF
      THIS AGREEMENT.


    
      
        
        

      

      
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      INITIALS: 
        SELLERS  JEM
         BUYER
         MJJ

    

     

    (iii)  
         The
      balance of the Purchase Price (plus the construction costs of the Improvements
      attributable to any Change Orders (as defined below) requested by Buyer pursuant
      to Section 2.2 below that has not already been paid to Sellers under the terms
      of this Agreement) shall be paid to Sellers in immediately available funds
      via
      wire transfer at the consummation of the purchase and sale contemplated
      hereunder (the “Closing”).
      

    


    ARTICLE
      II

    TITLE
      REVIEW; CONDITIONS

    


    Section
      2.1    Limited
      Title Review.
      

    


    (a)    Buyer
      hereby acknowledges its receipt of the Title Commitment attached hereto as
      Schedule
      5
      (the
“Title
      Commitment”),
      including, without limitation, the title exceptions set forth in the Title
      Commitment, and a copy of a current survey of the Property (the “Survey”).
      Buyer
      shall have until 5:00 p.m. central time on July 12, 2006 to approve by written
      notice to Seller of the matters set forth on the Title Commitment and the
      Survey. If Buyer fails to deliver to Seller such written approval notice by
      such
      date and time, then Buyer shall be deemed to have elected to terminate this
      Agreement and the Deposit shall be returned to Buyer and neither party shall
      have any further liability to the other except for indemnities that expressly
      survive a termination of this Agreement. At any time during the course of
      construction of the Improvements (hereinafter defined) Buyer may request that
      the Title Company update the Title Commitment and Buyer may obtain updates
      of
      the Survey, in order to verify that there have been no new title exceptions
      affecting the Property other than those approved by Buyer in the Title
      Commitment and Survey which it was initially provided or as otherwise permitted
      under this Agreement.

    


    (b)    Subject
      to the provisions of Section 2.1(c) below, Buyer may, at or prior to Closing,
      notify Sellers in writing of any objections to title first raised by the Title
      Company or first disclosed in any updates to the Title Commitment or the Survey
      obtained by the Buyer between (a) the Effective Date, and (b) the Closing,
      and
      which: (1) are not the result of Buyer’s acts, (2) do not constitute exceptions
      which are disclosed in the Title Commitment or the Survey or any prior updates
      and (3) have a material adverse effect on the use or operation of the Property
      as a distribution facility. Buyer shall advise Sellers of its additional title
      objections by written notice within three (3) business days of learning of
      any
      such additional title matters. Sellers shall have until the earlier of (x)
      two
      (2) business days after receipt of Buyer’s objections, or (y) the Closing Date,
      to give Buyer notice that (i) Sellers will remove such objectionable
      exceptions; or (ii) Sellers elect not to cause such exceptions to be
      removed. If Sellers give Buyer notice under clause (ii), Buyer may elect
      within two (2) business days after receipt of Sellers’ notice to (i) waive its
      objections to title exceptions that Sellers have not agreed to remove and
      proceed with the purchase without offset or credit against the Purchase Price,
      or (ii) terminate this Agreement. If Sellers fail to give Buyer notice within
      (x) two (2) business days after receipt of Buyer’s objections, or (y) the
      Closing Date, whichever is earlier, then Sellers shall be deemed to have elected
      to give Buyer notice under clause (ii). If Sellers give Buyer notice under
      clause (ii), and Buyer fails to give Sellers notice of its election within
      two (2) business days after receipt of Sellers’ notice, then Buyer shall be
      deemed to have elected to terminate this Agreement, the Deposit shall be
      returned to Buyer and if the matter objected to by Buyer was the result of
      Seller’s voluntary act occurring after the Effective Date and was not otherwise
      permitted under this Agreement, Sellers shall pay to Buyer its actual
      out-of-pocket expenses incurred in connection with this transaction in an amount
      up to One Hundred Thousand Dollars ($100,000) in the aggregate, and neither
      party shall have any further rights or obligations hereunder except as provided
      in Sections 7.1, 9.3 and 9.12 below. If Sellers shall give notice pursuant
      to clause (i) and shall fail to remove any such objectionable exceptions, then
      Buyer may elect to terminate this Agreement, the Deposit shall be returned
      to
      Buyer, Sellers shall pay to Buyer for its actual out-of-pocket expenses incurred
      in connection with this transaction in an amount up to One Hundred Thousand
      Dollars ($100,000) in the aggregate, and neither party shall have any further
      rights or obligations hereunder except as provided in Sections 7.1, 9.3 and
      9.12
      below. If Sellers elect to attempt to cure any such additional title objections,
      the date for Closing shall be automatically extended until Sellers complete
      the
      cure, but in no event shall the extension exceed thirty (30) days after the
      date
      for Closing set forth in Section 8.2 hereof unless a further extension is
      approved in writing by Buyer. 


    
      
        
        

      

      
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    (c)    Notwithstanding
      the foregoing, Buyer acknowledges that prior to and after the Effective Date,
      with the prior written consent and approval of Buyer to any items which Sellers
      determine may have a material adverse effect on Buyer’s use or operation of the
      Property as a distribution facility, Sellers may impose certain easements,
      assessments, conditions, covenants and restrictions, and other encumbrances
      on
      the Property with respect to the construction of the Improvements, the
      development of adjoining parcels, the retention of certain rights and the
      imposition of certain obligations with respect to common areas between the
      Property and adjoining parcels (collectively, the “Development
      Encumbrances”);
      provided, however, Buyer hereby consents and approves of the Development
      Encumbrances listed on Schedule
      6
      (“Pre-Approved
      Development Encumbrances”)
      and no
      further consent or approval of Buyer shall be required in connection with such
      Pre-Approved Development Encumbrances. Sellers shall provide Buyer with a copy
      of any Development Encumbrances at least three (3) business days prior to
      recording the same and, if such Development Encumbrances will have a material
      adverse effect, as reasonably determined by Buyer, then Buyer shall have the
      right to approve such Development Encumbrances prior to recordation. If Buyer’s
      approval is required, Buyer shall not unreasonably withhold, condition or delay
      its approval, and where Buyer does not provide notice of its approval or
      objection to a proposed Development Encumbrance within three (3) business days
      following notice of such proposed Development Encumbrance, it shall be deemed
      to
      have approved such Development Encumbrance. In addition, and notwithstanding
      the
      foregoing, the parties acknowledge that Sellers shall pay all costs and expenses
      necessary to release any monetary lien secured by the Property prior to the
      Closing, and no such liens or claims shall be Conditions of Title (hereinafter
      defined) and Sellers shall be entitled to use the Purchase Price proceeds to
      satisfy any such liens (provided that Sellers shall be entitled to bond around
      any such liens if permitted under applicable law). All sums necessary to
      effectuate the release of any such monetary liens or claims may be paid by
      Buyer
      and offset against the Purchase Price. Notwithstanding the foregoing, as long
      as
      the Development Encumbrances do not have a material adverse effect on Buyer’s
      use or operation of the Property as a distribution facility, Buyer shall not
      object to any Development Encumbrances (and shall not have any right to do
      so),
      and Sellers shall have no obligation to cure any such Development Encumbrances.
      As used herein, “material adverse effect” shall be defined as any item which
      would unreasonably restrict normal and customary operations of a third-party
      prudent operator of the Property who would be in the same business as that
      of
      the Buyer. 


    
      
        
        

      

      
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    Section
      2.2    Improvements
      Work. 

    


    (a)    Headlands
      has caused to be prepared, at Headlands’ sole cost and expense, and Buyer has
      approved (i) that certain Base Building Specifications dated June 16, 2006
      (“Base
      Building Specifications”)
      and
      attached hereto as Exhibit
      B-1,
      (ii)
      that certain Tenant Improvement Specifications dated June 16, 2006
      ("Tenant
      Improvement Specifications")
      and
      attached hereto as Exhibit
      B-2,
      (the
      Base Building Specifications together with the Tenant Improvement
      Specifications, collectively, the “Specifications”)
      and
      (iii) the preliminary floor plan attached hereto as Exhibit
      B-3
      (the
“Floor
      Plan”)
      (items
      (ii) and (iii) as they pertain to the tenant improvements to be constructed
      in
      the interior of the Building, being herein collectively referred to as the
      “Preliminary
      Tenant Improvement Plans”).
      The
      improvements to be constructed by Headlands pursuant to the Submitted Building
      Shell Plans (as defined in subparagraph (b) below) (herein, the “Building
      Shell”)
      and
      pursuant to the Preliminary Tenant Improvement Plans (herein, the “Tenant
      Improvements”),
      are
      herein collectively referred to as the "Improvements."

    


    (b)    Sellers
      have prepared, and Buyer has approved, plans and specifications which have
      been
      submitted to the City of Des Plaines (“City”)
      in
      connection with the issuance of the building permit for the construction of
      the
      Building Shell, which such submitted plans and specifications are as shown
      in
Exhibit
      B-4
      (the
“Submitted
      Building Shell Plans”).
      If
      the City requires any material or substantial modifications to the Submitted
      Building Shell Plans, Sellers shall provide written notice of such modifications
      to Buyer for its review, and with respect to any material modifications, for
      its
      consent and approval, which consent and approval shall not be unreasonably
      withheld or delayed. If Buyer does not approve any material modifications to
      the
      Submitted Building Shell Plans required by the City, Buyer may elect to
      terminate this Agreement, in which event the Deposit shall be returned to Buyer,
      and neither party shall have any further rights or obligations hereunder except
      as provided in Section 7.1, 9.3 and 9.12 below; provided, however, to the extent
      such modifications (i) are required as a result of Buyer Delays (as defined
      in
      Section 2.2(i) below) or (ii) are consistent with the Specifications, Buyer
      shall have no right to approve of such modifications or to terminate this
      Agreement. If Buyer fails to approve or disapprove any such material
      modifications within three (3) business days after its receipt thereof, then
      Buyer shall be deemed to have approved such material modifications. Upon review
      and approval of the Submitted Building Shell Plans, together with any
      amendments, by the City (as modified to incorporate any modifications to the
      Submitted Building Shell Plans which are required by the City), the Submitted
      Building Shell Plans shall be deemed the “Final
      Building Shell Plans.”
For
      avoidance of doubt, the Building shall be built in accordance with the Final
      Building Shell Plans and the Base Building Specifications (and, in the event
      of
      a conflict between the Final Building Shell Plans and the Base Building
      Specifications, the Base Building Specifications shall
      control).


    
      
        
        

      

      
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    (c)    Any
      changes to the Final Building Shell Plans requested by Buyer (herein referred
      to
      as a "Change
      Order")
      shall
      be submitted only by Larry Teel, Mike Bauer, Chris Ruble or Matt Jewell to
      Headlands in writing and shall be at Buyer's sole cost and expense and subject
      to Headland's written approval, which approval shall not be unreasonably
      withheld, conditioned or delayed. Any Change Order that increases the office
      square footage, increases the amount of Building equipment, or increases the
      scope of construction as specifically detailed in the Final Building Shell
      Plans, shall result in specific costs which shall be paid by Buyer to Headlands
      at Closing or the earlier termination of this Agreement (other than as a result
      of Seller’s default). Buyer may by Change Order replace the materials called for
      in the Final Building Shell Plans with comparable materials, or with materials
      of a higher grade, but Buyer shall have no right to change the materials to
      materials which, in Headlands' reasonable opinion, are of an inferior grade
      or
      quality to those called for in the Final Building Shell Plans. Notwithstanding
      anything to the contrary contained herein, at Sellers request, Buyer shall
      deposit ten percent (10%) of the cost of each Change Order up to the first
      Four
      Hundred Thousand Dollars ($400,000) of all such Change Orders and fifty percent
      (50%) of the cost of all Change Orders after the first Four Hundred Thousand
      Dollars ($400,000) of all such Change Orders, in escrow with the Title Company
      (the “Change
      Order Deposit”)
      within
      fifteen (15) days after Headlands’ request therefor and as a condition to
      implementation of the applicable Change Order(s). Any such Change Order Deposit
      made as required hereunder shall be subject to escrow instructions reasonably
      satisfactory to Sellers, Buyer and the Title Company, and shall provide that
      such Change Order Deposit shall be paid to Headlands at Closing (and shall
      not
      be credited against the Purchase Price), or returned to Buyer if Buyer is
      entitled to a return of the Deposit hereunder. 

    


    (d)    Within
      twenty-one (21) days after the Effective Date, Sellers shall prepare or cause
      to
      be prepared plans and specifications sufficient to cause a building permit
      to be
      issued for the construction of the Tenant Improvements along with a construction
      budget for such work, which plans and specifications shall be consistent and
      compatible with the Preliminary Tenant Improvement Plans (the “Submitted
      Tenant Improvement Plans”).
      Buyer
      shall have ten (10) business days after Headlands has delivered (or caused
      the
      delivery of) such Submitted Tenant Improvement Plans to Buyer to approve the
      Submitted Tenant Improvement Plans. If Buyer fails to approve or request changes
      to the Submitted Tenant Improvement Plans within ten (10) business days after
      its receipt thereof, then Buyer shall be deemed to have approved the Submitted
      Tenant Improvement Plans and the same shall thereupon be the “Final
      Tenant Improvement Plans.”
If
      Buyer timely requests any changes ("Buyer
      Requested Change")
      to the
      Submitted Tenant Improvement Plans, Headlands shall make those changes which
      are
      reasonably requested by Buyer and shall within ten (10) business days of its
      receipt of such request submit the revised portion of the Submitted Tenant
      Improvement Plans to Buyer. Buyer may not thereafter disapprove the revised
      portions of the Submitted Tenant Improvement Plans unless Headlands has
      unreasonably failed to incorporate reasonable comments of Buyer and, subject
      to
      the foregoing, the Submitted Tenant Improvement Plans, as modified by said
      acceptable revisions, shall be deemed to be Final Tenant Improvement Plans
      upon
      the submission of said acceptable revisions to Buyer. This process shall be
      repeated until such time as all Buyer Requested Changes have been appropriately
      incorporated into the Submitted Tenant Improvement Plans. Buyer shall at all
      times in its review of the Submitted Tenant Improvement Plans, and of any
      revisions thereto, act reasonably and in good faith. The Final Tenant
      Improvement Plans and the Final Building Shell Plans, are collectively referred
      to herein as the “Final
      Plans.”


    
      
        
        

      

      
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    (e)    Headlands
      shall cause the Building Shell to be constructed at Sellers’ sole cost and
      expense (except as otherwise provided in this Agreement), in a good and
      workmanlike manner, in substantial and material compliance with the Final
      Building Shell Plans, and in compliance with all applicable building codes
      and
      regulations of the City. Sellers shall complete the Building Shell in a timely
      manner in substantial accordance with the construction schedule for the Building
      Shell attached hereto as Exhibit
      B-5
      (“Construction
      Schedule”),
      subject only to Buyer Delays (hereinafter defined) and Unavoidable Delays
      (hereinafter defined) and in all events, on or before January 31, 2007 (the
      “Outside Completion Date”). For each day elapsing between the Outside Completion
      Date (as such date may be extended pursuant to the provisions of Section 6.2)
      and the Substantial Completion of the Improvements, the Buyer shall receive
      a
      credit against the Purchase Price in an amount of Four Thousand Dollars ($4,000)
      per day, with the understanding, however, that there shall be no such credit
      to
      the Purchase Price for delays in Substantial Completion due to Buyer Delays or
      Unavoidable Delays. Any credit against the Purchase Price received by Buyer
      pursuant to the foregoing sentence shall in no event exceed Two Hundred Fifty
      Thousand Dollars ($250,000). At such time as Buyer’s credit pursuant to this
      Section 2.2(e) would exceed $250,000 (but for the foregoing limitation), then
      Buyer may elect to terminate this Agreement upon written notice to Seller in
      which event this Agreement shall terminate and the Deposit shall be returned
      to
      Buyer (and neither party shall have any further liability to the other) unless
      Seller agrees within ten (10) days after receipt of such termination notice
      to
      allow the $4,000 per day credit to continue above $250,000 until Substantial
      Completion is actually achieved. Buyer shall have no obligation for construction
      costs attributable to the Building Shell except for any Change Orders. Headlands
      shall cause the Tenant Improvements to be constructed in a good and workmanlike
      manner, in substantial accordance with the Final Tenant Improvement Plans,
      and
      in accordance with all applicable building codes and requirements of the City.
      Headlands shall pay the first Six Hundred Thousand Dollars ($600,000) of the
      construction costs attributable to the Tenant Improvements (collectively, the
      “Tenant
      Improvements Construction Costs”)
      and
      Buyer shall be responsible for the balance of the Tenant Improvements
      Construction Cost; provided, however, prior to commencement of the Tenant
      Improvements, Headlands shall provide to Buyer a cost estimate providing the
      maximum cost of the Tenant Improvements (the “Maximum
      Tenant Improvement Cost Estimate”)
      for
      its prior written approval. Headlands shall be responsible for any costs of
      the
      Tenant Improvements in excess of the Maximum Tenant Improvement Cost Estimate,
      unless such increase(s) are due to (i) Change Orders required by the Buyer
      or
      documented due to Buyer Delay or (ii) Unavoidable Delays (as defined herein).
      The Improvements shall be designed by Harris Architects and constructed by
      a
      general contractor selected by Headlands, subject to the prior written approval
      of Buyer, which approval shall not be unreasonably withheld, conditioned or
      delayed. If Buyer fails to approve the general contractor selected by Headlands
      within three (3) business days after its receipt of notice of the general
      contractor selected by Headlands, then Buyer shall be deemed to have approved
      such general contractor. If required by Buyer, Headlands shall submit the
      Improvements, or applicable portions thereof, for competitive bidding. Headlands
      shall cause the Improvements to be constructed substantially in accordance
      with
      the Final Plans and in accordance with the terms and conditions of this
      Agreement. Headlands shall make no changes to the Final Plans without Buyer's
      prior written consent, with the exception of immaterial details which will
      not
      affect Buyer's use and occupancy of the Building and the other Improvements.
      In
      the event Headlands should make any modifications to the Final Plans without
      Buyer’s prior written consent in accordance with the preceding sentence,
      Headlands shall promptly advise Buyer of the changes which were made. Headlands
      shall have the Final Plans sealed by the Architect, obtain all required building
      permits, certificates and licenses necessary to occupy the Building (other
      than
      business licenses attributable to Buyer’s business to be operated in the
      Building) and thereafter, in accordance with all applicable law and insurance
      requirements, cause the construction of the Improvements to be carried out
      in a
      diligent and good workmanlike manner, subject to any Buyer Delays. Sellers
      shall
      pay and discharge all liens applicable to the construction of the Improvements,
      at their sole cost and expense, and payment of all such liens or lien claims
      shall be a condition to Buyer’s obligation to purchase the Property, and Buyer
      hereby acknowledges that Seller may use the Purchase Price proceeds to satisfy
      such liens and claims (provided that Sellers shall be entitled to bond around
      any such liens if permitted under applicable law). As used herein, “Unavoidable
      Delays” shall mean an act of God, fire, earthquake, flood, explosion, war,
      insurrection, riot, mob violence, sabotage, inability to procure labor,
      equipment, facilities, materials or supplies, strikes, walk-outs, action of
      labor unions, condemnation, laws, litigation involving a party, inability to
      obtain governmental permits or approvals, unusually inclement weather, and
      other
      matters not within the control of the party in question.


    
      
        
        

      

      
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    (f)    “Substantial
      Completion”
of
      the
      Improvements shall occur upon (i) the completion of the Improvements in
      substantial compliance with the Final Plans (as determined by the architect
      of
      record), subject only to Punch List Items (as defined below), and (ii) the
      issuance by the appropriate governmental authority of a temporary certificate
      of
      occupancy (or its equivalent) for the Improvements (provided, that if at Closing
      any work remains to be performed in order for a permanent certificate of
      occupancy to be issued, then with respect to any such work that is the
      responsibility of Seller under this Agreement (and not with respect to any
      work
      that is the responsibility of Buyer), an amount equal to 150% of the cost of
      such work (as reasonably estimated by the contractor(s) performing such work)
      shall be held back in escrow by the Title Company from the sale proceeds
      pursuant to mutually acceptable reasonable escrow instructions which shall
      provide that such funds shall be released to Seller upon completion of such
      work).

    


    (g)    No
      later
      than the date which is thirty (30) days prior to the estimated date of
      Substantial Completion, Headlands shall give Buyer written notice that Headlands
      estimates Substantial Completion will occur thirty (30) days thereafter. At
      any
      time after receipt of such notice, but subject to the provisions of Section
      9.3
      hereof, Buyer may commence construction and installation of Buyer's equipment
      and fixtures within the Building. Headlands and Buyer shall cause their
      respective workmen to work in cooperation with each other.


    
      
        
        

      

      
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    (h)    On
      or
      prior to the date of Substantial Completion, a representative of Headlands
      and a
      representative of Buyer together shall inspect the Improvements and, within
      fifteen (15) days thereafter, generate a punchlist of defective or uncompleted
      items relating to the completion of construction of the Improvements (the
      "Punch
      List Items"),
      which
      Punch List Items shall indicate the estimation by the parties of the cost of
      each item. At the Closing, Sellers shall escrow with the Title Company an amount
      equal to one hundred twenty-five percent (125%) of the estimated cost to
      complete the Punch List Items (the “Punch
      List Escrow”),
      subject to escrow instructions reasonably satisfactory to the Sellers, the
      Buyer
      and the Title Company, which shall provide that Headlands shall, within a
      reasonable time, but not later than sixty (60) days after the Closing Date,
      complete such incomplete work and remedy such defective work as are set forth
      on
      the Punch List Items, and if Headlands fails to timely complete the Punch List
      Items, the parties shall agree upon the reasonable cost to complete any
      remaining Punch List Items, and such amount shall be delivered out of the Punch
      List Escrow to the Buyer, with the balance of the Punch List Escrow to be
      delivered to the Sellers, and Sellers shall have no further obligations with
      respect to the Punch List Items. 

    


    (i)    For
      the
      purposes of this Agreement, “Buyer
      Delays”
shall
      mean any actual delay in the date of Substantial Completion of the Improvements
      due to Buyer’s required action or inaction, including, without limitation: (A)
      any written Change Order which was requested by Buyer and causes a delay in
      the
      Substantial Completion of the Improvements, (B) any grant of Buyer’s request to
      delay construction for consideration of potential or actual alterations to
      the
      construction of the Improvements, (C) Buyer’s failure to supply in a timely
      fashion information requested by Headlands necessary for the timely construction
      of the Improvements, and (D) any request for non-standard building components
      (contrary to the Final Plans), which results in an actual delay in the
      Substantial Completion of the Improvements. For each day of documented Buyer
      Delay, the Purchase Price shall be increased by an amount equal to Four Thousand
      Dollars ($4,000.00) per day, with the understanding, however, that there shall
      be no adjustment to the Purchase Price if there are delays in Substantial
      Completion for causes other than Buyer Delays, including, without limitation,
      delays due to inclement weather, unavailability of services or materials (except
      where due to Buyer Delays), or delays due to failure to receive timely approvals
      from any applicable governmental authorities (except where due to Buyer Delays).
      

    


    ARTICLE
      III 

    BUYER’S
      EXAMINATION

    


    Section
      3.1    Buyer’s
      Independent Investigation.

    


    (a)    Buyer
      acknowledges and agrees that it has been given a full opportunity to inspect
      and
      investigate each and every aspect of the Property (as it exists as of the
      Effective Date), either independently or through agents of Buyer’s choosing,
      including, without limitation:

    


    (i)            
      all
      the
      items described on Schedule 2
      hereto
      (the “Due
      Diligence Documentation”).
      Buyer
      hereby acknowledges receipt of the Due Diligence Documentation.

    


    (ii)    all
      matters relating to title, together with all governmental and other legal
      requirements such as taxes, assessments, zoning, use permit requirements and
      building codes, 


    
      
        
        

      

      
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    (iii)   the
      physical condition of the Property. Such examination of the physical condition
      of the Property shall include an examination for the presence or absence of
      hazardous or toxic materials, substances or wastes (collectively, “Hazardous
      Materials”),
      which
      shall be performed or arranged by Buyer at Buyer’s sole expense, 

    


    (iv)   any
      easements and/or access rights affecting the Property, 

    


    (v)
   the
      service contracts and other contracts or agreements of significance to the
      Property (hereinafter collectively referred to as “Contracts”),
      and


    


    (vi)   all
      other
      matters of material significance affecting the Property. 

    


    (b)    BUYER
      SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN
      SECTION 2.2 ABOVE AND IN SECTION 5.1 BELOW, SELLERS ARE SELLING AND BUYER IS
      PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS
      NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS
      OR IMPLIED, FROM SELLERS, THEIR AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING
      THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature,
      adequacy and physical condition of the Property, (ii) the quality, nature,
      adequacy, and physical condition of soils, geology and any groundwater,
      (iii) the existence, quality, nature, adequacy and physical condition of
      utilities serving the Property, (iv) the development potential of the
      Property, and the Property’s use, habitability, merchantability, or fitness,
      suitability, value or adequacy of the Property for any particular purpose,
      (v) the zoning or other legal status of the Property or any other public or
      private restrictions on use of the Property, (vi) the compliance of the
      Property or its operation with any applicable codes, laws, regulations,
      statutes, ordinances, covenants, conditions and restrictions of any governmental
      or quasi-governmental entity or of any other person or entity, (vii) the
      presence of Hazardous Materials on, under or about the Property or the adjoining
      or neighboring property, (viii) the condition of title to the Property,
      (ix) the Contracts (x) the economics of the operation of the Property
      and (xi) the type, quality or nature of any use or business conducted on any
      neighboring property. 

    


    Section
      3.2    Release. 

    


    (a)    Without
      limiting the above, except with respect to a breach by Sellers of any of the
      representations and warranties contained in Section 5.1 hereof or Sellers’
fraud, or a breach by Sellers of their duties and obligations in Section 2.2.
      hereof, Buyer on behalf of itself and its successors and assigns waives its
      right to recover from, and forever releases and discharges, Sellers, Sellers’
affiliates, Sellers’ investment manager, the partners, trustees, shareholders,
      directors, officers, employees and agents of each of them, and their respective
      heirs, successors, personal representatives and assigns, from any and all
      demands, claims, legal or administrative proceedings, losses, liabilities,
      damages, penalties, fines, liens, judgments, costs or expenses whatsoever
      (including, without limitation, attorneys’ fees and costs), whether direct or
      indirect, known or unknown, foreseen or unforeseen, that may arise on account
      of
      or in any way be connected with the physical condition of the Property or any
      law or regulation applicable thereto, including, without limitation, the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended (42 U.S.C. Section 9601 et seq.), the Resource
      Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901
      et seq.), the Clean Water Act (33 U.S.C. Section 1251
      et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f
      et seq.), the Hazardous Materials Transportation Act (49 U.S.C.
      Section 1801 et seq.), and the Toxic Substances Control Act
      (15 U.S.C. Section 2601 et seq.). 


    
      
        
        

      

      
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    (b)    The
      provisions of this Section 3.2 shall survive the Closing.

    


    ARTICLE
      IV

    TITLE

    


    Section
      4.1    Conditions
      of Title. 

    


    (a)    At
      the
      Closing, AMB shall convey title to the AMB Real Property to Buyer by good and
      sufficient special warranty deed in the form of Exhibit C
      attached
      hereto (the “AMB
      Deed”):
      At
      the Closing, Headlands shall convey title to the Headlands Real Property and
      the
      Improvements to Buyer by good and sufficient special warranty deed in the form
      of Exhibit C
      attached
      hereto (the “Headlands
      Deed”).

    


    (b)    At
      the
      Closing, Sellers shall transfer title to the Personal Property by a bill of
      sale
      in the form attached hereto as Exhibit D
      (the
“Bill
      of Sale”).
      

    


    (c)    At
      the
      Closing, Sellers shall transfer title to the Intangible Property by an
      assignment and assumption of Contracts, Warranties and Guaranties and other
      intangible property in the form attached hereto as Exhibit E,
      which
      shall provide that Headlands’
      construction warranties are assigned to Buyer on a non-exclusive basis in order
      that Headlands may reserve the right to pursue any claims which it may have
      against the contractor pursuant to the construction warranties (the
“Assignment
      and Assumption of Contracts”).
      

    


    Section
      4.2    Evidence
      of Title.
      Delivery of title in accordance with the foregoing shall be evidenced by the
      willingness of the Title Company to issue, at Closing, its standard American
      Land Title Association Form B Owner’s Policy of Title Insurance (the
“Title
      Policy”)
      in the
      amount of the Purchase Price showing title to the Real Property and the
      Appurtenances vested in Buyer, subject to no exceptions other than the
      following:

    


    (i)    Non-delinquent
      liens for local real estate taxes and assessments; 

    


    (ii)    Any
      permitted Development Encumbrances pursuant to 2.1(c) above;
      and


    
      
        
        

      

      
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    (iii)    Any
      exceptions disclosed by the Title Commitment or which have been approved or
      waived pursuant to Section 2.1(b) above, and any exceptions to title which
      would
      be disclosed by an inspection and/or survey of the Property. 

    


    All
      of
      the foregoing exceptions shall be referred to collectively as the “Conditions
      of Title.”
      

    


    Section
      4.3    As-Built
      Survey.
      Within
      at least three (3) business days prior to the Closing, Sellers, at their sole
      cost and expense, shall provide to Buyer a current “as built” survey of the
      Property (the “As-Built Survey”) which may be an update of the Survey provided
      in accordance with Section 2.1(a) hereof. The As-Built Survey shall meet all
      requirements of an ALTA/ACSM Land Title Survey which are necessary to obtain
      an
      extended coverage title insurance policy, and shall demonstrate that the
      Improvements do not encroach upon or violate (unless the Title Company insures
      against the forced removal of any such encroachments) with respect to: (i)
      any
      title exceptions, other than those approved by Buyer in the Title Commitment
      and
      Survey which it was initially provided pursuant to Section 2.1(a) hereof
      (provided that Buyer shall not be deemed to have approved any violation that
      was
      not actually depicted on such initial Survey and which is depicted on the
      As-Built Survey, such as a set-back violation where the set-back lines were
      depicted on the initial Survey but a violation of the set-back lines was only
      shown on the As-Built Survey) or as otherwise permitted under this Agreement,
      or
      (ii) the terms and conditions of any of the Development Encumbrances, other
      than
      those approved by Buyer pursuant to Section 2.1(c) hereof. The As-Built Survey
      shall also be provided by Sellers to the Title Company, and if the legal
      description of the Property as shown on the As-Built Survey varies from the
      legal descriptions contained in the Title Commitment, the Title Commitment
      shall
      be updated to conform to the legal description of the Property contained on
      the
      As-Built Survey.

    


    ARTICLE
      V

    SELLERS’
      REPRESENTATIONS AND WARRANTIES

    


    Section
      5.1    Representations
      and Warranties of Sellers.
      Sellers
      represent and warrants to Buyer that: 

    


    (a)    AMB
      is a
      limited partnership, duly organized, validly existing and in good standing
      under
      the laws of the State of Delaware. Headlands is a corporation, due organized,
      validly existing and in good standing under the laws of the State of Maryland.
      This Agreement (i) is and at the time of Closing will be duly authorized,
      executed and delivered by Sellers, (ii) is and at the time of Closing will
      be
      legal, valid and binding obligations of Sellers, and (iii) does not and at
      the
      time of Closing will not violate any provision of any agreement or judicial
      order to which Sellers are a party or to which Sellers or the Property are
      subject. All documents executed by Sellers which are to be delivered to Buyer
      at
      Closing (i) are or at the time of Closing will be duly authorized, executed
      and
      delivered by Sellers, (ii) are or at the time of Closing will be legal, valid
      and binding obligations of Sellers, and (iii) do not and at the time of Closing
      will not violate any provision of any agreement or judicial order to which
      Sellers are a party or to which Sellers or the Property are subject.



    
      
        
        

      

      
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    (c)    Neither
      Seller is a “foreign person” within the meaning of Section 1445(f)(3) of
      the Federal Code. 

    


    (d)    The
      list
      of service contracts in Schedule 3
      attached
      hereto is a complete list of all of the service contracts affecting the Property
      as of the date hereof. 

    


    (e)    Sellers
      have not received written notice from any applicable governmental authority
      that
      the Property is in violation of any laws, ordinances or regulations of any
      applicable governmental authority having jurisdiction thereover or control
      thereof. 

    


    (f)    Sellers
      have not received written notice from any applicable governmental authority
      of
      any pending or threatened special assessments or condemnation actions with
      respect to the Property. 

    


    (g)    Sellers
      have received no written notice that the Property is in violation of any
      federal, state, local or administrative agency ordinance, law, rule, regulation,
      order or requirement relating to environmental conditions or Hazardous Material
      (“Environmental
      Laws”).
      For
      the purposes hereof, “Hazardous
      Material”
shall
      mean any substance, chemical, waste or other material which is listed, defined
      or otherwise identified as “hazardous” or “toxic” under any federal, state,
      local or administrative agency ordinance or law, including, without limitation,
      the Comprehensive Environmental Response, Compensation and Liability Act, 42
      U.S.C. §§ 9601 et seq.
      and the
      Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.,
      or any
      regulation, order, rule or requirement adopted thereunder, as well as any
      formaldehyde, urea, polychlorinated biphenyls, petroleum, petroleum product
      or
      by-product, crude oil, natural gas, natural gas liquids, liquefied natural
      gas,
      or synthetic gas usable for fuel or mixture thereof, radon, asbestos, and
“source,” “special nuclear” and “by-product” material as defined in the Atomic
      Energy Act of 1985, 42 U.S.C. §§ 3011 et seq.
      

    


    (h)    Sellers
      have not been the subject of any filing of a petition under the Federal
      Bankruptcy Law or any federal or state insolvency laws or laws for composition
      of indebtedness or for the reorganization of debtors. 

    


    (i)    Except
      as
      disclosed in Schedule 4
      attached
      hereto, there is no litigation filed against Sellers that would adversely affect
      the current use or operation of the Property or the ability of Sellers to
      perform their obligations under this Agreement.


    
      
        
        

      

      
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    Section
      5.2    Certain
      Limitations on Sellers’ Representations and Warranties.  Notwithstanding
      anything to the contrary contained in this Agreement, no claim for a breach
      of a
      representation or warranty by Buyer shall be actionable if the breach in
      question results from or is based on a condition, state of facts or other matter
      with respect to which Buyer has actual knowledge on or prior to the Closing
      (such conditions, state of facts or other matters are herein referred to as
      “Exception
      Matters”).
      If
      Buyer obtains knowledge of any Exception Matters after the Effective Date and
      prior to Closing and such Exception Matters would have a material adverse effect
      on Buyer’s ability to use and operate its business at the Property as reasonably
      contemplated by Buyer, Buyer may elect to either (i) proceed with the purchase
      of the Property subject to such Exception Matters and without any adjustment
      to
      the Purchase Price, or (ii) upon written notice to Sellers specifying the nature
      of the Exception Matters, Buyer may elect to terminate this Agreement and
      receive a refund of the Deposit; provided, that if Buyer so elects to terminate
      this Agreement, Sellers shall have the right, but not the obligation, to cure
      such Exception Matters within the thirty (30) day period following delivery
      of
      such notice (and the Closing shall be delayed to the extent necessary to allow
      Sellers the entire thirty (30) day period within which to effect such cure)
      and
      if Sellers cure such Exception Matters, then Buyer’s right to terminate this
      Agreement as a result of such Exception Matters shall be null and void and
      this
      Agreement shall continue without termination (and, if the Closing Date is
      extended, Closing shall occur on the date that is five (5) business days after
      Sellers cure such Exception Matters). If Buyer fails to make the election in
      (ii) within five (5) business days after obtaining knowledge of an Exception
      Matter, then Buyer shall be deemed to have made the election under (i) above.
      Upon a termination of this Agreement pursuant to this Section 5.2, the Deposit
      shall be refunded to Buyer, Sellers shall pay to Buyer for its actual
      out-of-pocket expenses incurred in connection with this transaction up to a
      sum
      in the amount of One Hundred Thousand Dollars ($100,000) in the aggregate,
      and
      neither party shall have any further rights or obligations hereunder except
      as
      provided in Sections 7.1, 9.3 and 9.12 below.

    


    Section
      5.3    Survival;
      Limitation of Liability.
      All
      representations and warranties of Sellers contained in this Agreement shall
      survive the Closing, provided that Buyer must give Sellers written notice of
      any
      claim it may have against Sellers for a breach of any such representation or
      warranty, or for breach of any covenants of Sellers contained in this Agreement,
      within one (1) year following of the Closing Date. Any claim which Buyer may
      have at any time, whether known or unknown, which is not asserted within such
      one (1) year period shall not be valid or effective, and Sellers shall have
      no
      liability with respect thereto. Without limiting the foregoing, Buyer may not
      bring any action against Sellers for a breach of any representation, warranty
      or
      covenant of Sellers contained in this Agreement or in any agreement delivered
      by
      Sellers to Buyer at Closing unless and until the aggregate amount of all
      liability and losses arising out of any such breach exceeds Fifty Thousand
      Dollars ($50,000), it being Sellers’ desire to curtail any frivolous lawsuits.
      In addition, in no event will Sellers’ liability for all such breaches exceed,
      in the aggregate, Two Million Dollars ($2,000,000). The provisions of this
      Section 5.3 shall survive the Closing. 

     

    ARTICLE
      VI

    CONDEMNATION
      AND CASUALTY


    


    Section
      6.1    Condemnation.
      Sellers
      shall give Buyer notice of the commencement of condemnation proceedings
      affecting any portion of the Property, or receipt by Sellers of any written
      threat of condemnation from a governmental authority with the power to condemn.
      In the event that either: (i) more than ten percent (10%) of the Property,
      or
      (ii) any portion of the Property that materially and adversely interferes with
      the use of the Property by Buyer as a distribution facility, is condemned or
      threatened in writing to be condemned prior to the Closing, then Buyer may,
      at
      its option to be exercised within ten (10) business days of Sellers’ notice
      of the occurrence of the commencement of condemnation proceedings or receipt
      of
      a written threat of condemnation, either terminate this Agreement or agree
      to
      continue with this Agreement to consummate the purchase for the full Purchase
      Price as required by the terms hereof. If Buyer elects to terminate this
      Agreement or fails to give Sellers notice within such ten (10) business day
      period that Buyer will proceed with the purchase, then this Agreement shall
      terminate at the end of such ten (10) business day period, the Deposit shall
      be
      returned to Buyer and neither party shall have any further rights or obligations
      hereunder except as provided in Sections 7.1, 9.3 and 9.12 below. If
      (a)  either: (i) ten percent (10%) or less of the Property is condemned
      prior to the Closing, or (ii) such condemnation does not materially interfere
      with Buyer’s operations of the Property as a distribution facility, or
      (b) Buyer elects within the aforesaid ten (10) business day period to
      proceed with the purchase, then this Agreement shall not terminate and upon
      the
      Closing, there shall be a credit against the Purchase Price due hereunder equal
      to the amount of any condemnation awards collected by Sellers as a result of
      any
      such condemnation, or any payment received in lieu of condemnation (but in
      no
      event shall the amount of such credit exceed the Purchase Price). If the awards,
      or any payment in lieu thereof, have not been collected as of the Closing,
      then
      such awards, or any payment in lieu thereof, shall be assigned to Buyer, and
      Buyer shall not receive any credit against the Purchase Price with respect
      to
      such awards, or any payment in lieu thereof; provided, that if the amount of
      awards, or any payment in lieu thereof, subsequently received by Buyer exceeds
      the Purchase Price, then Buyer shall pay to Sellers any such excess within
      ten
      (10) days after Buyer’s receipt of such awards, or any payment in lieu thereof.
      The provisions of this Section 6.1 shall survive the Closing. 

     

    
      
        
        

      

      
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    Section
      6.2    Casualty.
      All risk
      of loss with respect to the Property until Closing shall be borne by Sellers.
      In
      the event that any damage or destruction of the Property, or any part thereof,
      by fire or other casualty occurs prior to the actual Closing, the Sellers shall
      provide written notice of such casualty to Buyer within ten (10) business days
      following the date of such casualty, which notice shall include an election
      by
      Sellers of whether they will repair or restore the casualty damage to the
      Property, or elect to terminate this Agreement due to such casualty. If Sellers
      elect to repair or restore the damage to the Property caused by such casualty,
      Sellers shall repair and restore all such damage and complete the Improvements
      in accordance with the requirements of Section 2.2 hereof, and the Outside
      Completion Date shall be extended by the reasonable period necessary to repair
      and restore the Improvements due to such casualty, but in no event beyond May
      15, 2007 without the prior consent of Buyer to a further extension beyond May
      15, 2007. If Sellers elect to terminate this Agreement due to such casualty,
      the
      Deposit shall be immediately refunded to the Buyer, and the parties shall have
      no further duties or obligations under this Agreement. If Sellers elect to
      repair or restore all damage to the Improvements due to such casualty, but
      the
      time necessary to repair or restore the Improvements will extend beyond May
      15,
      2007, the Buyer shall elect, within ten (10) business days after it has received
      written notice from Sellers of the existence of such casualty, and the time
      estimated by Sellers as being necessary for completion of the Improvements,
      to
      either: (i) terminate this Agreement, in which event the Deposit shall be
      immediately refunded to Buyer and the parties shall have no further duties
      or
      obligations hereunder, or (ii) agree to the extension to the Outside Completion
      Date proposed by Sellers. If the Buyer does not provide any written notice
      to
      Sellers within ten (10) business days following receipt of the written notice
      from Sellers advising of the existence of the casualty, the election by Sellers
      to proceed with repair and restoration of the Improvements and the time
      estimated for completion, the Buyer shall be deemed to have elected the option
      provided in subparagraph (ii) above. 


    
      
        
        

      

      
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    ARTICLE
      VII

    BROKERS
      AND EXPENSES

    


    Section
      7.1    Brokers.
      The
      parties represent and warrant to each other that except for NAI Hiffman, whose
      commissions shall be paid by Sellers upon Closing in accordance with the
      provisions of a separate written agreement between Sellers and such brokers,
      no
      other broker or finder was instrumental in arranging or bringing about this
      transaction and that there are no claims or rights for brokerage commissions
      or
      finder’s fees in connection with the transactions contemplated by this
      Agreement. If any person brings a claim for a commission or finder’s fee based
      upon any contact, dealings or communication with Buyer or Sellers, then the
      party through whom such person makes his claim shall defend the other party
      (the
“Indemnified
      Party”)
      from
      such claim, and shall indemnify the Indemnified Party and hold the Indemnified
      Party harmless from any and all costs, damages, claims, liabilities or expenses
      (including, without limitation, reasonable attorneys’ fees and disbursements)
      incurred by the Indemnified Party in defending against the claim. The provisions
      of this Section 7.1 shall survive the Closing or, if the purchase and sale
      is not consummated, any termination of this Agreement. 

    


    Section
      7.2    Expenses.
      Except
      as provided in Section 2.1(b) and Section 5.2 above and in Section 8.4
      below, each party hereto shall pay its own expenses incurred in connection
      with
      this Agreement and the transactions contemplated hereby. 

     

    ARTICLE
      VIII

    CLOSING
      AND ESCROW

    


    Section
      8.1    Escrow
      Instructions.
      Upon
      execution of this Agreement, the parties hereto shall deposit an executed
      counterpart of this Agreement with the Title Company, and this instrument shall
      serve as the instructions to the Title Company as the escrow holder for
      consummation of the purchase and sale contemplated hereby. Sellers and Buyer
      agree to execute such reasonable additional and supplementary escrow
      instructions as may be appropriate to enable the Title Company to comply with
      the terms of this Agreement; provided, however, that in the event of any
      conflict between the provisions of this Agreement and any supplementary escrow
      instructions, the terms of this Agreement shall control. 

    


    Section
      8.2    Closing.
      The
      Closing hereunder shall be held and delivery of all items to be made at the
      Closing under the terms of this Agreement shall be made at the offices of the
      Title Company on the earlier of: (i) the date which is five (5) business days
      after the Substantial Completion of the Improvements, and (ii) the date which
      is
      five (5) days after Buyer occupies the Improvements for the purpose of
      conducting business therein (which occupancy shall be permitted at the sole
      discretion of Sellers), or if such date is not a business day then upon the
      next
      ensuing business day, before 1:00 p.m. local time (the “Closing
      Date”).
      Such
      date and time may not be extended without the prior written approval of both
      Sellers and Buyer.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


           
      Section 8.3    Deposit of
      Documents. 

     

    (a)    At
      or
      before the Closing, Sellers, as applicable, shall deposit into escrow the
      following items: 

    


    (i)    
the
      duly
      executed and acknowledged AMB Deed and the Headlands Deed, subject to the
      Conditions of Title; 

    


    (ii)    two
      (2)
      duly executed counterparts of the Bill of Sale;

    


    (iii)   two
      (2)
      duly executed counterparts of the Assignment and Assumption of Contracts;


    


    (iv)   an
      affidavit pursuant to Section 1445(b)(2) of the United States Internal
      Revenue Code of 1986, as amended (the “Federal
      Code”)
      in the
      form attached hereto as Exhibit F,
      and on
      which Buyer is entitled to rely, that each Seller is not a “foreign person”
within the meaning of Section 1445(f)(3) of the Federal Code; and


    


    (v)    duly
      executed Cook County and State of Illinois transfer tax declarations
      (“Transfer
      Tax Declarations”);
      

    


    (vi)   a
      lease
      termination agreement, in the form attached hereto as Exhibit
      G,
      terminating that certain lease agreement dated October 25, 2002, as amended
      from
      time to time, between Sub-OP Fund II, L.P., a Delaware limited partnership,
      as
      landlord, and Buyer, as tenant, for premises located at 351 Touhy, Des Plaines,
      Illinois (“Lease
      Termination Agreement”);
      and

     

    (vii)  
        as
      soon
      as possible, but in any event within thirty (30) days after the Substantial
      Completion of the Improvements (either prior to or after the Closing Date,
      as
      applicable), at no cost to Buyer and only to the extent available, a set of
      the
      Final Plans, any applicable warranties, operating manuals, a full and completed
      construction manual, and other printed materials provided to Seller by its
      contractors or by manufacturers or installers of any element or system in the
      Improvements including, to the extent included in the Final Plans, doors,
      heating, ventilation and air conditioning systems, lighting systems, and
      electrical systems.

    


    (b)    At
      or
      before Closing, Buyer shall deposit into escrow the following items:


    


    (i)    
funds
      necessary to close this transaction; 

    


    (ii)    two
      (2)
      duly executed counterparts of the Bill of Sale;

    


    (iii)   two
      (2)
      duly executed counterparts of the Assignment and Assumption of Contracts;
      and

    


    (iv)   the
      Lease
      Termination Agreement. 

    


    (c)    Buyer
      and
      Sellers shall each deposit such other instruments as are reasonably required
      by
      the Title Company or otherwise required to close the escrow and consummate
      the
      purchase and sale of the Property in accordance with the terms hereof. Buyer
      and
      Sellers hereby designate Title Company as the “Reporting Person” for the
      transaction pursuant to Section 6045(e) of the Federal Code and the
      regulations promulgated thereunder. 


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Section
      8.4    Prorations

    


    (a)    With
      respect to the Property, Sellers shall be entitled to all income produced from
      the operation of the Property which is allocable to the period prior to Closing
      and shall be responsible for all expenses allocable to that period; and Buyer
      shall be entitled to all income and responsible for all expenses allocable
      to
      the period beginning at 12:01 A.M. on the day Closing occurs. At the Closing,
      all items of income and expense with respect to the Property listed below shall
      be prorated in accordance with the foregoing principles and the rules for the
      specific items set forth hereafter:

    


    (i)    Sellers
      shall arrange for a billing under all those Service Contracts for which fees
      are
      based on usage and with utility companies for a billing for utilities, to
      include all utilities or service used up to the day Closing occurs, and Sellers
      shall pay the resultant bills. In the event any of the Service Contracts set
      forth in Schedule 3
      extend
      over periods beyond the Closing the same shall be prorated on a per diem basis.
      Notwithstanding the foregoing, Sellers shall receive the benefit of any future
      credits or refunds from any utility company in connection with the installation
      of such utility services.

    


    (ii)    All
      ad
      valorem real estate and personal property taxes with respect to the Real
      Property and the Improvements shall be prorated as of the Closing Date on an
      accrual basis. Accordingly, (i) Sellers shall be responsible for the payment
      of
      all such taxes for the tax year immediately preceding the calendar year in
      which
      the Closing occurs (i.e., tax year 2005 if the Closing occurs in 2006), which
      taxes are payable in the calendar year in which the Closing occurs (i.e., 2006),
      and (ii) Sellers and Buyer shall be responsible for their respective prorated
      share of all such taxes for the tax year in which the Closing occurs (i.e.,
      2006), which taxes are payable during the succeeding calendar year (i.e., 2007).
      At Closing, Buyer shall receive a credit for the Sellers’ share of such taxes.
      In the event that as of the date Closing occurs the actual tax bills for the
      tax
      year or years in question are not available and the amount of tax to be prorated
      as aforesaid cannot be ascertained, then a good faith estimate of the amount
      of
      such taxes made by the Title Company shall be used; and after the Closing occurs
      and when the actual amount of taxes of the year or years in question shall
      be
      determinable, such taxes will be re-prorated between the parties to reflect
      the
      actual amount to such taxes. With respect to any assessments which can be paid
      in installments, Sellers shall only be responsible for installments which are
      payable on or before the Closing Date. Sellers shall receive credit for any
      previously paid or prepaid taxes attributable to periods from and after the
      date
      of Closing. 

    


    (iii)    Gas,
      water, electricity, heat, fuel, sewer and other utilities charges the
      governmental licenses, permits and inspection fees relating to the Property,
      shall be prorated on a per diem basis.

    


    (b)    The
      Title
      Company shall determine the aforesaid prorations and deliver such prorations
      to
      Sellers and Buyer on or before the date that is three (3) business days before
      the Closing Date; provided that (i) if any of the aforesaid prorations cannot
      be
      calculated accurately as of the date that is three (3) business days prior
      to
      the Closing Date or, (ii) if any of the aforesaid prorations were calculated
      inaccurately, then the same shall be recalculated by the parties as soon as
      reasonably practicable after the Closing Date and either party owing the other
      party a sum of money based on such subsequent proration(s) shall promptly pay
      said sum to the other party, pursuant to the terms of this Section 8.4.



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    (c)    Sellers
      shall deliver to Buyer the Survey referenced in Section 2.1(a). Buyer shall
      pay
      for the cost to update, recertify or otherwise revise such Survey, the cost
      of
      any endorsements to the Title Policy and any local transfer taxes applicable
      to
      the sale, and Sellers shall pay the premium for the Title Policy and the cost
      of
      any related title examination charges. Sellers shall pay any state and county
      transfer taxes applicable to the sale. Sellers and Buyer shall each pay fifty
      percent (50%) of any escrow fees and expenses. Sellers and Buyer shall pay
      their
      respective attorneys’ fees. Any recording charges or other closing costs
      applicable to the sale shall be prorated between Buyer and Sellers in accordance
      with customary practice for Cook County, Illinois. 

    


    (d)    The
      provisions of this Section 8.4 shall survive the Closing.

    


    ARTICLE
      X

    MISCELLANEOUS

    


    Section
      9.1    Notices.
      Any
      notices required or permitted to be given hereunder shall be given in writing
      and shall be delivered (a) in person, (b) by certified mail, postage
      prepaid, return receipt requested, (c) by a commercial overnight courier
      that guarantees next day delivery and provides a receipt, or (d) by
      telefacsimile or telecopy, and such notices shall be addressed as follows:
      

    


    
      	 	
              To
                Buyer:

            	 	
              Forward
                Air, Inc.

            
	 	 	 	
              430
                Airport Road

            
	 	 	 	
              Greenville,
                Tennessee 37745

            
	 	 	 	
              Phone
                No.: (423) 636-7008

            
	 	 	 	
              Fax
                No.: (423) 636-7274

            
	 	 	 	
              Att’n:
                Legal Department

            
	 	 	 	 
	 	
              With
                a copy to:

            	 	
              Clements,
                Allen, Woods & Margolis, P.C.

            
	 	 	 	
              15303
                Dallas Parkway, Suite 1050

            
	 	 	 	
              Addison,
                Texas 75001

            
	 	 	 	
              Phone
                No.: (972) 991-2600

            
	 	 	 	
              Fax
                No.: (972) 991-2601

            
	 	 	 	
              Att’n:
                Robert M. Allen, Esq.

            
	 	 	 	 
	 	
              To
                Sellers:

            	 	
              c/o
                AMB Property II, L.P.

            
	 	 	 	
              One
                O’Hare Centre

            
	 	 	 	
              6250
                North River Road, Suite 1100

            
	 	 	 	
              Rosemont,
                Illinois, 60018

            
	 	 	 	
              Phone
                No.: (847) 292-9760

            
	 	 	 	
              Fax
                No.: (847) 440-9040

            
	 	 	 	
              Att’n:
                Mr. James E. McGill

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    
      	 	
              With
                a copy to:

            	 	
              c/o
                AMB Property II, L.P.

            
	 	 	 	
              Pier
                One, Bay One

            
	 	 	 	
              San
                Francisco, CA 94111

            
	 	 	 	
              Phone
                No.: (415) 733-9521

            
	 	 	 	
              Fax
                No.: (415) 477-2121

            
	 	 	 	
              Att’n:
                Mr. Drew Singer

            
	 	 	 	 
	 	
              With
                a copy to:

            	 	
              Morrison
                & Foerster LLP

            
	 	 	 	
              755
                Page Mill Road

            
	 	 	 	
              Palo
                Alto, CA 94304

            
	 	 	 	
              Phone
                No.: (650) 813-5613

            
	 	 	 	
              Fax
                No.: (650) 494-0792

            
	 	 	 	
              Att’n:
                Philip J. Levine, Esq.

            


    

    


    or
      to
      such other address as either party may from time to time specify in writing
      to
      the other party. Any notice shall be deemed delivered when actually delivered,
      if such delivery is in person, upon deposit with the U.S. Postal Service, if
      such delivery is by certified mail, upon deposit with the overnight courier
      service, if such delivery is by an overnight courier service, and upon
      transmission, if such delivery is by telefacsimile or telecopy. 

    


    Section
      9.2    Entire
      Agreement.
      This
      Agreement, together with the Exhibits attached hereto, contain all
      representations, warranties and covenants made by Buyer and Sellers and
      constitute the entire understanding between the parties hereto with respect
      to
      the subject matter hereof. Any prior correspondence, memoranda or agreements
      are
      replaced in total by this Agreement together with the Exhibits hereto.


    


    Section
      9.3    Entry
      and Indemnity.
      In
      connection with any entry by Buyer, or its agents, employees or contractors
      onto
      the Property, Buyer shall give Sellers reasonable advance notice of such entry
      and shall conduct such entry and any inspections in connection therewith so
      as
      to minimize, to the greatest extent possible, interference with Sellers’
business and otherwise in a manner reasonably acceptable to Sellers. Without
      limiting the foregoing, prior to any entry to perform any on-site testing,
      including any destructive or invasive testing, Buyer shall give Sellers notice
      thereof, including the identity of the company or persons who will perform
      such
      testing and the proposed scope of the testing. In the event that Buyer proposed
      to perform any destructive or invasive testing, Sellers shall approve or
      disapprove, which such approval shall not be unreasonably withheld. If Buyer
      or
      its agents, employees or contractors take any sample from the Property in
      connection with any such approved testing, at Sellers’ request, Buyer shall
      provide to Sellers a portion of such sample being tested to allow Sellers,
      if it
      so chooses, to perform its own testing. Sellers or their representative may
      be
      present to observe any testing or other inspection performed on the Property.
      Upon Sellers’ request, Buyer shall promptly deliver to Sellers copies of any
      reports relating to any testing or other inspection of the Property performed
      by
      Buyer or its agents, employees or contractors. Buyer shall maintain, and shall
      assure that its contractors maintain, public liability and property damage
      insurance in amounts (public liability in a combined single limit of not less
      than $2,000,000) and in form and substance adequate to insure against all
      liability of Buyer and its agents, employees or contractors, arising out of
      any
      entry or inspections of the Property pursuant to the provisions hereof, and
      Buyer shall provide Sellers with evidence of such insurance coverage upon
      request by Sellers. Buyer shall indemnify and hold Sellers harmless from and
      against any costs, damages, liabilities, losses, expenses, liens or claims
      (including, without limitation, reasonable attorneys’ fees) arising out of or
      relating to any entry on the Property by Buyer, its agents, employees or
      contractors in the course of performing the inspections, testings or inquiries
      provided for in this Agreement. The foregoing indemnity shall survive beyond
      the
      Closing, or, if the sale is not consummated, beyond the termination of this
      Agreement.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    Section
      9.4    Time.
      Time is
      of the essence in the performance of each of the parties’ respective obligations
      contained herein. 

    


    Section
      9.5    1031
      Exchange. The
      parties acknowledge and agree that either party may elect to assign their
      interest in this Agreement to an exchange facilitator by means of one or more
      escrows for the purpose of completing an exchange of such Property in a
      transaction which will qualify for treatment as a tax deferred exchange pursuant
      to the provisions of Section 1031 of the Internal Revenue Code of 1986 and
      applicable state revenue and taxation code sections (a “1031
      Exchange”).
      Each
      party agrees to reasonably cooperate with any party so electing in implementing
      any such assignment and 1031 Exchange, provided that such cooperation shall
      not
      entail any additional expense to the non-electing party, cause such party to
      take title to any other property or cause such party exposure to any liability
      or loss of rights or benefits contemplated by this Agreement, and the electing
      party shall indemnify, defend and hold the non-electing party harmless from
      any
      liability, damage, loss, cost or other expense including, without limitation,
      reasonable attorneys’ fees and costs, resulting or arising from the
      implementation of any such assignment and 1031 Exchange. No such assignment
      by
      any party shall relieve such party from any of its obligations hereunder, nor
      shall such party’s ability to consummate a tax deferred exchange be a condition
      to the performance of such party’s obligations under this Agreement; provided,
      however, that Sellers shall have the right, upon written notice to Buyer, to
      extend the Closing for a period of up to two (2) months to accommodate any
      such
      exchange by Sellers.

    


    Section
      9.6    Attorneys’
      Fees.
      If
      either party hereto fails to perform any of its obligations under this Agreement
      or if any dispute arises between the parties hereto concerning the meaning
      or
      interpretation of any provision of this Agreement, then the defaulting party
      or
      the party not prevailing in such dispute, as the case may be, shall pay any
      and
      all costs and expenses incurred by the other party on account of such default
      and/or in enforcing or establishing its rights hereunder, including, without
      limitation, court costs and reasonable attorneys’ fees and disbursements. Any
      such attorneys’ fees and other expenses incurred by either party in enforcing a
      judgment in its favor under this Agreement shall be recoverable separately
      from
      and in addition to any other amount included in such judgment, and such
      attorneys’ fees obligation is intended to be severable from the other provisions
      of this Agreement and to survive and not be merged into any such judgment.
      


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    Section
      9.7    Jury
      Trial Waiver. The
      parties hereby agree to waive any right to trial by jury with respect to any
      action or proceeding (i) brought by either party or any other party, relating
      to
      (A) this Agreement and/or any understandings or prior dealings between the
      parties hereto, or (B) the Property or any part thereof, or (ii) to which
      Sellers are a party. The parties hereby acknowledge and agree that this
      Agreement constitutes a written consent to waiver of trial by jury pursuant
      to
      any applicable state statutes.

    


    Section
      9.8    No
      Merger.
      The
      obligations contained herein shall not merge with the transfer of title to
      the
      Property but shall remain in effect until fulfilled. 

    


    Section
      9.9    Assignment.
      Buyer’s
      rights and obligations hereunder shall not be assignable without the prior
      written consent of Sellers, in their sole discretion.
      In
      no
      event shall Buyer be released from any of its obligations or liabilities
      hereunder if Sellers approves of any assignment of this Agreement. Subject
      to
      the foregoing, this Agreement shall inure to the benefit of and be binding
      upon
      the parties hereto and their respective successors and assigns.

    


    Section
      9.10     Counterparts
      and Facsimile.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same instrument. The parties contemplate that they may be executing counterparts
      of this Agreement transmitted by facsimile and agree and intend that a signature
      by facsimile machine shall bind the party so signing with the same effect as
      though the signature were an original signature.

    


    Section
      9.11      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois. 

    


    Section
      9.12     Confidentiality.
      Buyer
      and Sellers shall each maintain as confidential any and all material obtained
      about the other and, in the case of Buyer, about the Property, and shall not
      disclose such information to any third party except for disclosures required
      by
      court order or subpoena. In addition, neither party shall issue any press
      release or other public announcement regarding this transaction without first
      obtaining the other party’s written approval with respect to the release or
      announcement and the content thereof. Notwithstanding the foregoing, Buyer
      may
      disclose any information regarding the economic terms of this transaction to
      its
      lenders, accountants, attorneys and other consultants and advisors, without
      any
      consent or approval of Sellers; provided, however, prior to receiving disclosed
      information, such parties shall in writing acknowledge the confidential nature
      of the material and agree to maintain as confidential all such material.
      Notwithstanding anything to the contrary provided in this Agreement, after
      the
      Closing, Sellers and Buyer shall be permitted to make such disclosures regarding
      the Property and the subject transaction as are similar or consistent with
      Sellers’ and Buyer’s general public disclosure policy, including disclosures
      made by Sellers or Buyer in their quarterly supplemental analyst disclosure
      packages. This provision shall survive the Closing or any termination of this
      Agreement.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    Section
      9.13     General
      Rules of Construction.
      The
      parties acknowledge that this Agreement has been freely negotiated by both
      parties, that each party has had the opportunity to review and revise this
      Agreement, that each party has had the opportunity to consult with counsel
      with
      regard to this Agreement, and that the normal rule of construction to the effect
      that any ambiguities are to be resolved against the drafting party will not
      be
      employed in the interpretation of this Agreement or any amendments or exhibits
      to this Agreement.

    


    Section
      9.14     Insurance.
      Through
      the Closing Date, Sellers shall maintain or cause to be maintained, at Sellers’
sole cost and expense the following insurance: (a) workman’s compensation
      insurance for all persons carrying out any work required relating to the
      Property, in accordance with and to the extent required by the requirements
      of
      applicable laws relative to workman’s compensation insurance, (b) comprehensive
      or commercial and general liability insurance on an “occurrence” basis, and (c)
      a standard “all risk” builders risk policy of insurance in an amount of not less
      than the full replacement cost of the Improvements. All such insurance policies
      shall be issued by insurance carriers licensed and approved to do business
      in
      the State of Illinois, and, upon Buyer’s written request, Sellers shall provide
      Buyer with certificates evidencing such policies. 

    


    Section
      9.15     Interpretation
      of Agreement.
      The
      article, section and other headings of this Agreement are for convenience of
      reference only and shall not be construed to affect the meaning of any provision
      contained herein. Where the context so requires, the use of the singular shall
      include the plural and vice versa and the use of the masculine shall include
      the
      feminine and the neuter. The term “person” shall include any individual,
      partnership, joint venture, corporation, trust, unincorporated association,
      any
      other entity and any government or any department or agency thereof, whether
      acting in an individual, fiduciary or other capacity. 

    


    Section
      9.16    Authority
      of Buyer.
      Buyer
      represents and warrants to Sellers that Buyer is a corporation, duly organized,
      validly existing, and in good standing under the laws of the State of Tennessee.
      Buyer further represents and warrants to Sellers that this Agreement and all
      documents executed by Buyer which are to be delivered to Sellers at Closing
      (a) are or at the time of Closing will be duly authorized, executed and
      delivered by Buyer, (b) are or at the time of Closing will be legal, valid
      and binding obligations of Buyer, and (c) do not and at the time of Closing
      will not violate any provision of any agreement or judicial order to which
      Buyer
      is a party or to which Buyer is subject. The foregoing representation and
      warranty and any and all other representations and warranties of Buyer contained
      herein shall survive the Closing Date. 

    


    Section
      9.17      Limited
      Liability.
      The
      obligations of Sellers are intended to be binding only on the Sellers’ assets,
      subject to the limits of Section 5.3, and the obligations of Sellers shall
      not
      be personally binding upon, nor shall any resort be had to, the private
      properties of any of its trustees, officers, directors or shareholders, the
      general partners, officers, directors or shareholders thereof, or any employees
      or agents of Sellers.

    


    Section
      9.18      Amendments.
      This
      Agreement may be amended or modified only by a written instrument signed by
      Buyer and Sellers. 


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    Section
      9.19      No
      Recording.
      Neither
      this Agreement or any memorandum or short form thereof may be recorded by Buyer.
      

    


    Section
      9.20      Effective Date.
      As used
      herein, the term “Effective Date” shall mean the first date on which both
      Sellers and Buyer shall have executed this Agreement.

    


    Section
      9.21    Restrictions
      On Sale; Right of First Offer to Purchase the Property.
      

    


    (a)    For
      a
      period ending two (2) years after the Closing Date (the “Restriction
      Period”),
      Buyer
      shall not engage in a sale, disposition or ground lease in excess of twenty-five
      (25) years (inclusive of any extension option periods contained in such ground
      lease) (a “Ground
      Lease”),
      of
      the Real Property without the prior written consent of the Sellers, which may
      be
      withheld in Sellers’ sole and absolute discretion. Buyer’s restriction to sell
      the Property under this Section 9.21(a) shall be evidenced in the AMB Deed
      and
      the Headlands Deed. The provisions of this Section 9.21(a) shall survive the
      Closing for a period which ends upon the expiration of the Restriction Period.
      The Buyer acknowledges that the Buyer’s agreement to this absolute restriction
      on sale during the Restriction Period was a material inducement to Sellers
      selling the Property to Buyer and Sellers would not have sold the Property
      to
      Buyer but for the inclusion of the restriction on sale contained in this Section
      9.21.

    


    (b)    If,
      during the period commencing immediately after the end of the Restriction Period
      and continuing through and including the tenth (10th)
      year
      anniversary of the Closing Date, Buyer desires to sell all or any portion of
      the
      Property (it being understood that any such sale during the Restricted Period
      shall be subject to the provisions of Section 9.21(a) above), Buyer shall
      deliver a written offer notice to AMB, which offer notice shall set forth all
      of
      the material business terms of the proposed sale, including, without limitation,
      the purchase price, the allocation of closing costs and prorations, the amount
      of any deposit, the length of the due diligence period, the date on which
      closing is to occur, and the terms of any lease back arrangement proposed by
      Buyer (the “Offer
      Notice”).
      AMB
      shall have fifteen (15) business days after receipt of the Offer Notice to
      notify Buyer in writing of AMB’s election to purchase the Property under the
      terms set forth in the Offer Notice. AMB’s failure to notify Buyer of its
      election within such fifteen (15) business day period shall be deemed an
      election by AMB not to purchase the Property. If AMB elects to purchase the
      Property, then Buyer and AMB (or AMB’s designee) shall negotiate in good faith
      the terms of a mutually acceptable form of purchase contract with respect to
      the
      Property containing the terms set forth in the Offer Notice and promptly enter
      into such contract upon mutual approval thereof. Notwithstanding the foregoing,
      if Buyer and AMB (or AMB’s designee) have not entered into such contract for
      purchase of the Property within thirty (30) days following receipt of AMB’s
      written election to purchase the Property, it will be deemed that AMB has
      rejected the Offer Notice and elected not to purchase the Property. If AMB
      elects not to purchase the Property, then Buyer shall be free to sell the
      Property to a bona fide unrelated third party on terms not more favorable to
      such third party than were set forth in the Offer Notice and for a price that
      will result in Buyer receiving not less than the net amount of cash that Buyer
      would have received if Buyer had sold the Property to AMB under the terms set
      forth in the Offer Notice; provided, that if AMB elects not to purchase the
      Property pursuant to an Offer Notice and Buyer subsequently desires to sell
      all
      or a portion of the Property on terms more favorable than those set forth in
      the
      original Offer Notice or on terms that would result in Buyer receiving less
      than
      the net amount of cash that Buyer would have received if Buyer had sold the
      Property to AMB under the terms set forth in the original Offer Notice, then
      Buyer shall deliver a new Offer Notice to AMB pursuant to this Section 9.21(b)
      containing the terms of such proposed sale and AMB shall again have the right
      to
      accept such new offer prior to Buyer consummating the proposed sale with a
      third
      party. The right of first offer under this Section 9.21(b) shall be evidenced
      in
      the AMB Deed and the Headlands Deed. Buyer hereby agrees that Buyer shall not
      try to circumvent or evade AMB’s right to purchase the Property pursuant to this
      Section 9.21 by entering into a Ground Lease for the Property in lieu of selling
      the Property. The provisions of this Section 9.21(b) and AMB’s right of first
      offer to purchase the Property pursuant to the terms of this Section 9.21(b)
      shall survive the Closing for a period of ten (10) years, after which AMB’s
      right of first offer to purchase the Property shall expire and terminate and
      be
      of no further force and effect. Further, upon the termination of AMB’s right of
      first offer and if requested by Buyer, AMB shall execute a release of such
      right
      of first offer in form suitable for recording in the Real Property Records
      of
      Cook County, Illinois. 


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    Section
      9.22      Deadlines
      on Non-Business Days. In
      the
      event any deadline specified herein falls on a day which is not a regular
      business day (including, without limitation, any day where the banks in San
      Francisco, California or the offices of the Escrow Agent in San Francisco,
      California, are closed), then the deadline shall be extended to the end of
      the
      next following regular business day.

    


    Section
      9.23      Default.
      No
      party shall be deemed to be in default under this Agreement unless such party
      fails, for any reason other than the other party’s default hereunder or the
      failure of a condition precedent to such party’s obligation to perform
      hereunder, to meet, comply with or perform any covenant, agreement or obligation
      on such party’s part required within the time limits and in the manner required
      in this Agreement unless and until such party has received written notice from
      the other party of such default and the party receiving such written notice
      has
      failed to cure such default within five (5) business days after the receipt
      of
      such notice if a monetary default or a failure to make a delivery of any of
      the
      documents described in Section 8.3, and within thirty (30) days after receipt
      of
      such notice if any other default, or if the default is non-monetary, and the
      nature of the default is such that the same cannot reasonably be cured within
      such thirty (30) day period, such party shall not be deemed to be in default
      if
      it diligently commences to cure the default within such thirty (30) day period
      and thereafter diligently proceeds to rectify and cure the default as soon
      as
      possible.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    The
      parties hereto have executed this Agreement as of the respective dates written
      below. 

    

      
        	
                SELLERS:

              	
                AMB
                  PROPERTY II, L.P.,
                  

              
	 	
                a
                  Delaware limited partnership 

              
	 	 	 	 	 
	 	
                By:

              	
                Texas
                  AMB I, LLC,

              
	 	
                a
                  Delaware limited liability company its general partner

              
	 	 	 	 	 
	 	 	
                By:

              	
                AMB
                  Property Holding Corporation, 

              
	 	 	
                a
                  Maryland corporation, its sole member

              
	 	 	 	 	 
	 	 	 	
                By:
                  

              	
                /s/
                  James McGill

              
	 	 	 	
                Name:
                  

              	
                James
                  McGill

              
	 	 	 	
                Its:
                  

              	
                Sr.
                  V.P.

              
	 	 	 	 	 
	 	
                HEADLANDS
                  REALTY CORPORATION

              
	 	
                a
                  Maryland corporation

              
	 	 	 	 	 
	 	
                By:

              	
                /s/
                  James McGill

              
	 	
                Name:

              	
                James
                  McGill

              
	 	
                Its:

              	
                Sr.VP

              
	
                Date:
                  7/10/06

              	 	 	 	 
	 	 	 	 	 
	
                BUYER:

              	
                FORWARD
                  AIR, INC.,
                  a
                  Tennessee corporation

              
	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Matthew J. Jewell

              
	
                Date:
                  7/7/06

              	
                Name:
                  

              	
                Matthew
                  J. Jewell

              
	 	
                Its:

              	
                SVP&
                  General Counsel

              


      

    

    


    [Parties
      must also initial Section 1.3(b)(ii)]

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1

    


    Personal
      Property

     

     

    None.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    Due
      Diligence Documentation

     

    
 

    
      	
              1.

            	
              Building
                plans and specifications for the
                Property;

            


    

    


    
      	
              2.

            	
              Geotechnical
                testing information;

            


    

    


    
      	
              3.

            	
              A
                Preliminary Title Report, with copies of recorded encumbrances, including
                CC&R’s (within 15 days after the Effective Date);
                and

            


    

    


    
      	
              4.

            	
              Copies
                of any City Planning Permits in connection with the
                Property.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      3

    


    List
      of Service Contracts

     

     

    None.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      4

    


    Exception
      Matters

    


    NONE



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

    


    Title
      Commitment


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      6

    


    Pre-Approved
      Development Encumbrances

    


    1.
      Plat
      of Vacation to vacate an existing utility easement that runs along the eastern
      border of the western parcel. This easement will have to be relocated along
      the
      eastern or western property line. 

    


    2.
      Plat
      of Subdivision consolidating the two parcels currently comprising the
      Property.

    


    3.
      Utility Easements for electric, gas, water, sewer, and/or storm as long as
      no
      improvements are constructed on such easements in violation of the terms of
      such
      easements.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-1

    


    DESCRIPTION
      OF AMB REAL PROPERTY

     

    


    A
      portion
      of that certain real property situated in Cook County,
      Illinois, described as follows: 

    


    THE
      WEST
      660.00 FEET OF THE EAST 700.0 FEET (EXCEPT THE NORTH 726 FEET THEREOF) AS
      MEASURED ALONG THE NORTH AND EAST LINES, RESPECTIVELY, OF THE NORTHWEST 1⁄4 OF THE
      NORTHEAST 1⁄4, EXCEPT THE EAST 60.00 FEET OF THE WEST 660.00 FEET OF THE EAST
      700.00 FEET (EXCEPT THE NORTH 726.00 FEET THEREOF, AS MEASURED ALONG THE NORTH
      AND EAST LINES, OF THE NORTHWEST 1⁄4 OF THE NORTHEAST 1⁄4 AFORESAID) AND EXCEPT THE
      SOUTH 33.00 FEET OF THE LAND TAKEN FOR ROAD PURPOSES IN SECTION 25, TOWNSHIP
      41
      NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,
      ILLINOIS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-2

    


    DESCRIPTION
      OF HEADLANDS REAL PROPERTY

     

    


    A
      portion
      of that certain real property situated in Cook County, Illinois, described
      as
      follows: 

    


    LOT
      1 IN
      INTERCONTINENTAL INDUSTRIAL SUBDIVISION, BEING A SUBDIVISION OF PART OF THE
      NORTHWEST 1⁄4 OF THE NORTHEAST 1⁄4 OF SECTION 25, TOWNSHIP 41 NORTH, RANGE 11, EAST
      OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBITS
      B-1 AND B-2

    


    BASE
      BUILDING AND TENANT IMPROVEMENT SPECIFICATIONS

    


    AMB
      Property Corporation

     

    


    BASE
      BUILDING & TENANT 

    IMPROVEMENT
      SPECIFICATIONS

     

     

    

    
 

    Forward
      Air, Inc.

    125,540

    


    


    AMB
      Des Plaines Logistics Center

    250
      Wille Road, Des Plaines, Illinois

     

    


    June
      16, 2006


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

    


    SUBMITTED
      BUILDING SHELL PLANS


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B-5

    


    CONSTRUCTION
      SCHEDULE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C

    


    DEED
      

    


    
      	
              THIS
                DOCUMENT WAS PREPARED BY

            	
              )

            	 	 
	
              AND
                AFTER RECORDING RETURN TO:

            	
              )

            	 	 
	 	 	
              )

            	 	 
	
               

            	 	
              )

            	 	 
	
               

            	 	
              )

            	 	 
	
               

            	 	
              )

            	 	 
	
              Tel:
                

            	 
	 	
              )

            	 	 
	
              Att’n:
                

            	 
	 	
              )

            	 	 
	 	 	
              )

            	 	 
	 	 	
              )

            	 	
              [This
                space reserved for recording data.]

            


    

    


    SPECIAL
      WARRANTY DEED

    


    


    THIS
      SPECIAL WARRANTY DEED
      (the
“Deed”),
      is
      made as of this _____ day of __________________, 2006, by ___________________,
      a
      ________________ (the “Grantor”),
      having an office at One O’Hare Centre, 6250 North River Road, Suite 1100,
      Rosemont, Illinois 60018 to _______________,
      a
      ______________ (the “Grantee”),
      having an office at __________________.

     

    WITNESSETH:

    


    That
      the
      Grantor for and in consideration of the sum of TEN AND 00/100THS DOLLARS
      ($10.00) and other good and valuable consideration in hand paid by the Grantee,
      the receipt and sufficiency of which is hereby acknowledged, by these presents
      does
      GRANT, REMISE, RELEASE, ALIEN, SELL AND CONVEY unto
      the
      Grantee and its successors and assigns FOREVER,
      all of
      the real estate, situated in the County of _________ and State of Illinois
      described on Exhibit
      A
      attached
      hereto and made a part hereof together with the building structures, fixtures
      and other improvements affixed to or located on said real estate, together
      with
      all rights and appurtenances pertaining to such property, including any right,
      title and interest of Grantor in and to adjacent streets, alleys or rights
      of
      way (the “Property”),
      subject to those matters described on Exhibit
      B
      attached
      hereto and made a part hereof (the “Permitted
      Exceptions”).

    


    TO
      HAVE AND TO HOLD
      the
      Property, with the rights and appurtenances subject to the Permitted Exceptions,
      unto the Grantee and its successors and assigns forever.

    


    Grantor
      does covenant, promise and agree, to and with the Grantee and its successors
      and
      assigns, that it has not done, or suffered to be done, anything whereby the
      Property is, or may be, in any manner encumbered or charged, except as herein
      recited, and that it WILL
      WARRANT AND FOREVER DEFEND
      the
      Property against persons lawfully claiming, or to claim the same, by, through
      or
      under Grantor but not otherwise, except for claims arising under or by virtue
      of
      the Permitted Exceptions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Grantor has caused its name to be signed to these presents on the day, month
      and
      year first set forth above.

     

    
      
        	 	
                 
                  ,

              
	 	
                a

              	  
	
                 

              
	 	 	 	 
	 	
                By:

              	  
	 
	 	
                Name:

              	  
	 
	 	
                Its:

              	  
	 


      

      


      
        	
                STATE
                  OF

              	
                 

              	 	
                )

              	 
	 	 	 	 	
                )

              	
                ss:

              
	
                COUNTY
                  OF

              	
                 

              	
                 

              	 	
                )

              	 


      

       

      I,
        the
        undersigned, a Notary Public in and for said County and State aforesaid,
        DO
        HEREBY CERTIFY, that _____________________________________ as _________________
        of ______________, a _______________ (the “Company”), personally known to me to
        be the same person whose name is subscribed to the foregoing instrument as
        such
        _____________, appeared before me this day in person and acknowledged he
        signed
        and delivered said instrument as his free and voluntary act, and as the free
        and
        voluntary act of said Company, for the uses and purposes therein set
        forth.

    

     

    GIVEN
      UNDER my hand and Notarial Seal this _____ day of _____________,
      2006.

    
       

      
        
          	 	
                   

                
	 	
                  Notary
                    Public

                


        

      

    

     

    Tax
      bills
      should be sent to:

    


    EXHIBIT
      A TO DEED

     

    LEGAL
      DESCRIPTION

     

     

    [SIGNATURE
      PAGE FOR SPECIAL WARRANTY DEED]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B TO DEED

    


    


    PERMITTED
      EXCEPTIONS
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    EXHIBIT
      D

    


    BILL
      OF SALE

     

    


    For
      good
      and valuable consideration, the receipt of which is hereby
      acknowledged, _______________ ,
      a
      ___________________ 
      (“Seller”), does hereby sell, transfer, and convey to _______________, a
      ________________  (“Buyer”), any and all personal property owned by Seller
      and located on and used in connection with the operation of that certain real
      property located in the City of _________________ ,
      County
      of _______________ ,
      State
      of _____________ ,
      described on Exhibit
      A
      attached
      hereto and made a part hereof, as such personal property is more particularly
      described in the attached Schedule 1.
      

    


    BUYER
      ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH PERSONAL
      PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON
      ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,
      FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING SUCH PERSONAL
      PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

    


    This
      Bill
      of Sale may be executed in two or more counterparts, each of which shall be
      deemed an original but all of which taken together shall constitute one and
      the
      same instrument.

     

    
      Dated
        this ____ day of __________, 2006.

       

      
        
          	 	
                  SELLER:

                	 	 	 	 
	 	 	
                  a
                    

                	
                	 	 	 
	 	 	 	 	 	 
	 	 	 	
                  By:

                	 	 
	 	 	 	
                  Name:

                	 	 
	 	 	 	
                  Its:

                	 	 
	 	
                  BUYER:

                	
                   

                	 	
                   

                	,a 
	 	 	
                   

                	 	
                   

                	, 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                  By:

                	 	 	 
	 	 	
                  Name:

                	 	 	 
	 	 	
                  Its:

                	 	 	 


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      1 to Bill of Sale

    


    List
      of Personal Property

    


    


    None.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A
      to Bill of Sale

    


    Real
      Property Description


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      E

    


    ASSIGNMENT
      AND ASSUMPTION OF CONTRACTS,

    WARRANTIES
      AND GUARANTIES

    AND
      OTHER INTANGIBLE PROPERTY

    


    THIS
      ASSIGNMENT AND ASSUMPTION (the “Assignment”) dated as of _____ _________, 2006,
      is between ______________ ,
      a ____________________
      (“Assignor”), and ______________________, a  ______________________
 (“Assignee”). 

    


    A.    Assignor
      owns certain real property and certain improvements thereon located in the
      City
      of  ,
      County
      of  ,
      State
      of  ,
      and
      more particularly described in attached Exhibit A
      (the
“Property”). 

    


    B.    Assignor
      has entered into certain contracts that affect the Property, which contracts
      are
      described on Exhibit B
      attached
      hereto (the “Contracts”). 

    


    C.    Assignor
      and Assignee have entered into an Agreement of Purchase and Sale dated as of
      ____________, 2006 (the “Agreement”), pursuant to which Assignee agreed to
      purchase the Property from Assignor and Assignor agreed to sell the Property
      to
      Assignee, on the terms and conditions contained therein. 

    


    D.    Assignor
      desires to assign to Assignee its interest in the Contracts and in certain
      warranties, guaranties, and intangible personal property with respect to the
      Property, and Assignee desires to accept the assignment thereof, on the terms
      and conditions below. 

    


    ACCORDINGLY,
      the parties hereby agree as follows: 

    


    1.    As
      of the
      date on which the Property is conveyed to Assignee pursuant to the Agreement
      (the “Conveyance Date”), Assignor hereby assigns without recourse or warranty of
      enforceability all of its right, title and interest in and to the following:
      

    


    (a)    all
      of
      the Contracts approved by Assignee and listed on Exhibit B;
      

    


    (b)    any
      warranties and guaranties (“Warranties and Guaranties”) made by or received from
      any third party with respect to any improvements owned by Assignor on the
      Property; and 

    


    (c)    any
      intangible property now owned by Assignor in connection with the Property
      excluding claims by Assignor, if any, arising out of matters occurring before
      the Conveyance Date. 

    


    2.    Assignor
      hereby agrees to indemnify Assignee against and hold Assignee harmless from
      any
      and all liabilities, losses, damages, claims, costs or expenses, including,
      without limitation, reasonable attorneys’ fees and costs (collectively,
“Claims”), originating prior to the Conveyance Date and arising out of
      Assignor’s obligations under the Contracts. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.    Concurrently
      with the conveyance of Assignor’s interest in the Property to Assignee, Assignee
      hereby assumes all of Assignor’s obligations under the Contracts and agrees to
      indemnify Assignor against and hold Assignor harmless from any and all Claims
      originating on or subsequent to the Conveyance Date and arising out of
      Assignor’s obligations under the Contracts. 

    


    4.    With
      respect to the assignment of the Warranties and Guaranties to Assignee, such
      assignment shall be on a non-exclusive basis in order that Assignor may reserve
      the right to pursue any claims which it may have against the warrantor or
      guarantor pursuant to the Warranties and Guaranties.

    


    5.    In
      the
      event of any dispute between Assignor and Assignee arising out of the
      obligations of Assignor under this Assignment or concerning the meaning or
      interpretation of any provision contained herein, the losing party shall pay
      the
      prevailing party’s costs and expenses of such dispute, including, without
      limitation, reasonable attorneys’ fees and costs. 

    


    6.    This
      Assignment shall be binding on and inure to the benefit of the parties hereto
      and their respective successors and assigns. 

    


    7.    This
      Assignment may be executed in any number of counterparts, each of which shall
      be
      deemed an original but all of which taken together shall constitute one and
      the
      same instrument. 

    


    8.    The
      obligations of Assignor are intended to be binding only on the property of
      the
      Assignor and shall not be personally binding upon, nor shall any resort be
      had
      to, the private properties of any of its trustees, officers, directors or
      shareholders, its investment manager, the partners, officers, directors or
      shareholders thereof, or any employees or agents of the Assignor or the
      investment manager. The obligations of Assignor are subject to the limitations
      on liability contained in Section 5.3 of the Agreement. 

    


    Assignor
      and Assignee have executed this Assignment the day and year first above written.
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          	 	
                  ASSIGNOR:,

                	 	 	 	
                  ,

                
	 	 	
                  a
                    

                	
                	 	 
	 	 	 	 	 
	 	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 	 
	 	 	
                  Its:

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  ASSIGNEE:

                	 	
                   

                	
                  ,
                    a

                
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 	 
	 	 	
                  Its:

                	 	 


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        Exhibit
          A
          to Assignment

        
          and
            Assumption of Contracts

           

          Real
            Property Description

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

      

    

     

    Exhibit
      B
      to Assignment

    and
      Assumption of Contracts

    


    List
      of Approved Contracts

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      F

    


    CERTIFICATE
      OF TRANSFEROR OTHER

    THAN
      AN INDIVIDUAL

    (FIRPTA
      Affidavit)

    


    Section 1445
      of the Internal Revenue Code provides that a transferee of a U.S. real property
      interest must withhold tax if the transferor is a foreign person. To inform
      ________________________, a _________________________ “Transferee”), the
      transferee of certain real property located in the City of ________________ ,
      County
      of ______________ ,
      State
      of _______________ ,
      that
      withholding of tax is not required upon the disposition of such U.S. real
      property interest by ____________________ ,
      a ______________________
      (“Transferor”), the undersigned hereby certifies the following on behalf of
      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’s
      U.S. employer identification number is ______________ ;
      and


    


    3.    Transferor’s
      office address is c/o ______________________________ .

    


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

    


    Under
      penalty of perjury, I declare that I have examined this certificate and to
      the
      best of my knowledge and belief it is true, correct and complete, and I further
      declare that I have authority to sign this document on behalf of Transferor.
      

    


    Dated
      as
      of ______________, 2006. 

     

    
      
        	 	
                 

              	
                 ,

              
	 	
                a
                  

              	
              	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Its:

              	 


      

    

     

    NOTICE
      TO
      TRANSFEREE (BUYER): You are required by law to retain this Certificate until
      the
      end of the fifth tax year following the tax year in which the transfer takes
      place and make the Certificate available to the Internal Revenue Service if
      requested to do so during that period.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    


    LEASE
      TERMINATION AGREEMENT

    


    THIS
      LEASE TERMINATION AGREEMENT (the “Agreement”) is entered into as of the ______
      day of ______, 2006, by and between SUB-OP FUND II, L.P., a Delaware limited
      partnership (“Landlord”) and FORWARD AIR, INC., a Tennessee corporation
      (“Tenant”). 

    


    W
      I T N E S S E T H

    


    WHEREAS,
      Landlord and Tenant entered into that certain Commercial Lease Agreement dated
      October 25, 2002 (the “Lease”), with respect to certain real property commonly
      referred to as 351 West Touhy Avenue, Suites 100 and 150, Des Plaines, Illinois
      as more fully described therein (the “Premises”).

    


    WHEREAS,
      Tenant is concurrently entering into an Agreement of Purchase and Sale
      (“Purchase Agreement”), dated as of the date hereof, with AMB Property II, L.P.,
      a Delaware limited partnership (“AMB”) and Headlands Realty Corporation, a
      Maryland corporation (“Headlands”) (AMB and Headlands are hereinafter
      collectively referred to as “Sellers”), which such Sellers are affiliates of
      Landlord.

    


    WHEREAS,
      in connection with the terms and conditions of the Purchase Agreement, Tenant
      desires to vacate and surrender the Premises to Landlord on the “Termination
      Date” (as herein defined) notwithstanding that the term of the Lease does not
      expire until February 29, 2008, and Landlord desires to accept such vacation
      and
      surrender.

    


    NOW,
      THEREFORE, in consideration of the above and the mutual covenants and conditions
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
      follows:

    


    1.    Defined
      Terms and Recitals.
      All
      capitalized terms used herein but not otherwise defined herein shall have the
      meanings set forth in the Lease. Tenant and Landlord hereby agree that the
      recitals set forth hereinabove are true and correct and incorporated into this
      Agreement.

    


    2.    Effective
      Date of Termination.
      The
      Lease shall remain in full force and effect and shall govern the rights and
      obligations of the parties with respect to the Premises through and including
      closing date (the “Termination Date”) of the Purchase Agreement; provided,
      however, that Landlord and Tenant shall each perform and observe all of the
      undertakings, obligations and covenants to be performed or observed by Landlord
      and Tenant, respectively, under the Lease, as same pertains to the Premises,
      through and including the Termination Date, including, without limitation the
      generality of the foregoing, the payment of all Base Rent, all monthly charges
      and all other charges which accrued or apply to the period through and including
      the Termination Date, any indemnity obligations of Tenant under the Lease,
      which
      accrue or apply to the period through and including the Termination Date. Upon
      achievement of the Termination Date, Tenant shall vacate the Premises in the
      condition required under the Lease and the Lease shall automatically terminate
      and, except as specifically provided below, shall be of no further force and
      effect.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.    Obligations
      and Liabilities Surviving the Termination Date.
      Notwithstanding the achievement of the Termination Date:

    (a)    Tenant
      shall remain liable to Landlord for all outstanding amounts due Landlord and
      other obligations of Tenant under the Lease accruing on or prior to the
      Termination Date.

    


    (b)    All
      indemnity obligations of Tenant under the Lease accruing on or prior to the
      date
      that Tenant vacates the Premises or arising out of Tenant’s occupancy of the
      Premises, shall remain in full force and effect.

    


    (c)    Landlord
      shall have the right to pursue all remedies at law and/or in equity resulting
      from Tenant’s failure to comply with (i) any of its obligations under the Lease
      that remain in effect after achievement of the Termination Date pursuant to
      this
      Paragraph 3 and (ii) any obligations imposed on Tenant under this Agreement,
      including the obligation to vacate the Premises on or before the Termination
      Date.

    


    4.    Contingency.
      The
      parties acknowledge and agree that this Agreement is contingent upon the closing
      of the purchase by Tenant from Sellers and sale by Sellers to Tenant of that
      certain property pursuant to the Purchase Agreement, and this Agreement shall
      not take effect unless and until such contingency is satisfied.

    


    5.    Inspection.
      The
      parties acknowledge that Landlord and Tenant will undertake a joint inspection
      of the Premises immediately prior to the Termination Date to determine whether
      Tenant has complied with its obligations under the Lease. If Landlord determines
      that Tenant has complied with its obligations under the Lease then there shall
      be no deductions from the $43,057.90 Security Deposit being held by Landlord
      under the Lease. If Landlord determines that repairs or restoration to the
      Premises are necessary, then Landlord shall have the right to deduct from the
      Security Deposit any reasonable amounts paid or incurred by Landlord for such
      repair or restoration, as well as any damages sustained by Landlord resulting
      from any delay in preparing the Premises for occupancy by a future tenant due
      to
      Tenant’s failure to comply with any of its obligations under the Lease. In the
      event the cost to Landlord of performing such repairs or restoration exceeds
      the
      Security Deposit being held by Landlord, then Tenant shall reimburse Landlord
      for such deficiency.

    


    6.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois.

    


    7.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, which when taken together
      shall constitute one and the same instrument. The parties contemplate that
      they
      may be executing counterparts of the Amendment transmitted by facsimile and
      agree and intend that a signature by facsimile machine shall bind the party
      so
      signing with the same effect as though the signature were an original signature.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the
      day
      and year first above written.

     

    
      
        	 	
                LANDLORD:       
                  

              	
                SUB-OP
                  FUND II, L.P.,

              
	 	 	
                a
                  Delaware limited partnership 

              
	 	 	 	 	 	 	 
	
                In
                  the presence of:

              	 	 	 	 	 	 
	 	 	
                By:
                  

              	
                AMB
                  Property II, L.P.

              
	 	 	 	
                a
                  Delaware limited partnership,

              
	 	 	 	
                its
                  general partner

              
	 	 	 	 	 	 	 
	 	 	 	
                By:

              	
                TEXAS
                  AMB I, LLC,

              
	 	 	 	 	
                a
                  Delaware limited liability company, 

              
	 	 	 	 	
                its
                  general partner

              
	  
	 	 	 	 	 	 
	
                Name:

              	 	 	 	
                By:
                  

              	
                AMB
                  Property Holding Corporation,

              
	 	 	 	 	 	
                a
                  Maryland corporation,

              
	 	 	 	 	 	
                its
                  managing member

              
	 	 	 	 	 	 	 
	 	 	 	 	 	
                By:
                  

              	  

	 	 	 	 	 	
                Name:

              	  

	 	 	 	 	 	
                Its:
                  

              	  

	 	 	 	 	 	 	 
	 	
                TENANT:       
                   

              	
                FORWARD
                  AIR, INC.,

              
	 	 	
                a
                  Tennessee corporation 

              
	
                In
                  the presence of:

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	
                By:

              	  
	  
	  
	  

	 	 	
                Name:

              	  
	  
	  
	  

	 	 	
                Title:

              	  
	  
	  
	  

	  
	 	 	 	 	 	 
	
                Name:

              	 	 	 	 	 	 


      

    

     

     

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