CONTRACT OF SALE

                  THIS CONTRACT OF SALE (this "Agreement") is made and entered
into as of the 14th day of February, 2003 (the "Contract Date"), by and between
UCV, L.P., a California limited partnership, having an address at 7415 Carroll
Road, Suite C, San Diego, California 92121 ("Seller"), and Mark S. Schmidt
Living Trust utd 1/5/92, having an address at 10731 Treena Street, Suite 200,
San Diego, California 92131 ("Purchaser").

                              W I T N E S S E T H:

         A. Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, at the price and upon the terms and conditions set forth in this
Agreement, (a) that certain parcel of land commonly known as University City
Village, located at 4633 Governor Drive, San Diego, California, and more
particularly described on Exhibit A attached hereto and made a part hereof (the
"Land"), (b) the buildings, improvements, structures and fixtures located upon
the Land (collectively, the "Improvements"), (c) all other easements and rights
appurtenant to the Land, if any (collectively, the "Appurtenant Rights"), (d)
all right, title and interest of Seller in, to and under the "Leases" (as
defined in Exhibit D) and the Contracts (as hereinafter defined), and (e) all
right, title and interest of Seller, if any, in and to the fixtures, equipment
and other personal property owned by Seller and attached or appurtenant to the
Property (collectively, the "Personal Property"; the Land, the Appurtenant
Rights, the Improvements, the Leases, the Contracts and the Personal Property,
collectively, the "Property").

         B. Purchaser acknowledges that the Property is being sold on an "as is"
"where is" and "with all faults" basis on the terms and conditions hereinafter
set forth.

                  NOW, THEREFORE, for $10.00 in hand paid and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1. Purchase and Sale. Upon the terms and conditions hereinafter set
forth, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller,
the Property.

         2. Purchase Price. The purchase price (the "Purchase Price") for the
Property shall be the sum of Sixty Million Four Hundred Thousand Dollars
($60,400,000).

         3. Payment of Purchase Price. The Purchase Price shall be paid to
Seller by Purchaser as follows:

     3.1.1  Initial  Deposit.  Within  three (3)  Business  Day (as  hereinafter
defined)  after the date this  Agreement  is executed  by Seller and  Purchaser,
Purchaser  shall  deposit with UNITED TITLE  INSURANCE,  8880 Rio San Diego Dr.,
Ste.  100,  San Diego,  CA 92108,  Telephone  (619)  497-0800;  Facsimile  (619)
542-7168 ("Escrow  Holder"),  by wire transfer of immediately  available federal
funds to an account designated by Escrow Holder (the "Escrow Account"),  the sum
of Five Hundred Thousand Dollars ($500,000.00)  (together with interest thereon,
the "Initial  Deposit"),  which  Initial  Deposit shall be held by Escrow Holder
pursuant to the terms of this Agreement.  If Purchaser shall fail to deposit the
Initial  Deposit with Escrow Holder within three (3) Business Day after the date
this Agreement shall be executed by Seller and Purchaser,  at Seller's election,
this Agreement shall be null, void ab initio and of no force or effect.
<PAGE>

     3.1.2 Additional  Deposit.  Upon the expiration of the Due Diligence Period
(as  hereinafter  defined),  provided  Purchaser  has  not  timely  delivered  a
Termination Notice (as hereinafter  defined) to Seller,  Purchaser shall deposit
with Escrow Holder,  by wire transfer of immediately  available federal funds to
the Escrow  Account,  an  additional  sum of One Million Five  Hundred  Thousand
Dollars  ($1,500,000)  (together  with all  interest  thereon,  the  "Additional
Deposit";  the Initial  Deposit and the Additional  Deposit,  collectively,  the
"Deposit"),  which  Additional  Deposit  shall  be  held  by  Escrow  Holder  in
accordance  with the terms of this  Agreement.  The Deposit  shall be held in an
interest bearing account.

                  3.2      Intentionally deleted.

                  3.3 Closing Payment. The Purchase Price, as adjusted by the
application of the Deposit and by the prorations and credits specified herein,
shall be paid by Purchaser, by wire transfer of immediately available federal
funds to an account or accounts designated in writing by Seller.

         4. Conditions Precedent. The obligation of Purchaser to purchase, and
Seller to sell, the Property, as contemplated by this Agreement, is subject to
satisfaction of each of the following conditions precedent (any of which may be
waived in writing by the party in whose favor such condition exists) on or
before the applicable date specified for satisfaction of the applicable
condition. If any of such conditions are not satisfied (or waived) pursuant to
the terms of this Agreement, then this Agreement shall, upon written notice from
the terminating party to the other party, terminate and, in connection with any
such termination made in accordance with this Section 4, Seller and Purchaser
shall be released from further obligation or liability hereunder (except for
those obligations and liabilities which, pursuant to the terms of this
Agreement, survive such termination), and, to the extent such condition shall be
a condition precedent to Purchaser's obligation to consummate the transaction
contemplated by this Agreement, the Initial Deposit and the Additional Deposit
to the extent deposited with Escrow Holder, shall be returned to Purchaser. The
Closing (as hereinafter defined) shall constitute approval by each party of all
matters to which such party has a right of approval and a waiver of all
conditions precedent.

                  4.1      Title Matters.
                           -------------

                           4.1.1    Title to the Property.

                           (a) As a condition to the Closing, CHICAGO TITLE
COMPANY (the "Title Company"), either itself or
through United Title Company, shall have committed to insure Purchaser as the
fee owner of the Property in the amount of the Purchase Price by issuance of an
ALTA owner's title insurance policy (the "Owner's Policy") in the standard form
issued by the Title Company in the State of California, subject only to the
Permitted Exceptions (as hereinafter defined).

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<PAGE>

                           (b) Purchaser acknowledges that it has received a
commitment for an owner's fee title insurance policy or policies with respect to
the Property (the "Title Commitment") from the Title Company together with true,
legible and  complete  copies of all  instruments  giving rise to any defects or
exceptions  to  title  to the  Property.  If any  exceptions(s)  to title to the
Property  should  appear  in the  Title  Commitment  other  than  the  Permitted
Exceptions   (such   exception(s)   being  herein  called,   collectively,   the
"Unpermitted  Exceptions"),  subject to which  Purchaser  is unwilling to accept
title,  and  Purchaser  shall  provide  Seller with  written  notice (the "Title
Objection  Notice") thereof within ten (10) days after the Contract Date, Seller
may undertake to eliminate the same subject to the terms and  conditions of this
Section  4.1.  In the  event a Title  Objection  Notice  is given by  Purchaser,
Seller, in its sole discretion,  shall have the right to adjourn the Closing for
a period not to exceed thirty (30) days (such period of time being herein called
the  "Extension  Period"),  provided  that Seller  shall  notify  Purchaser,  in
writing,  within  ten (10) days after  receipt by Seller of the Title  Objection
Notice,   whether  or  not  it  will  endeavor  to  eliminate  such  Unpermitted
Exceptions.  Notwithstanding the foregoing or anything to the contrary set forth
in this  Agreement,  Seller  shall not under any  circumstance  be  required  or
obligated to cause the cure or removal of any Unpermitted  Exception  including,
without limitation,  to bring any action or proceeding,  to make any payments or
otherwise to incur any expense in order to eliminate any  Unpermitted  Exception
or  to  arrange  for  title  insurance  insuring  against  enforcement  of  such
Unpermitted  Exception against,  or collection of the same out of, the Property,
notwithstanding that Seller may have attempted to do so, or may have obtained an
adjournment of the Scheduled Closing Date for such purpose;  provided,  however,
Seller shall satisfy any mortgage,  deed of trust or other  monetary lien placed
on the Property by Seller.

                           (c) In the event that Seller is unable, or elects
not, to eliminate all  Unpermitted  Exceptions in accordance with the provisions
of this  Section  4.1.1,  or to arrange  for title  insurance,  without  special
premium  to  Purchaser,   insuring  against   enforcement  of  such  Unpermitted
Exceptions  against,  or  collection  of the same out of, the  Property,  and to
convey title to the Property in accordance  with the terms of this  Agreement on
or before the Closing Date  (whether or not the Closing is adjourned as provided
in Section 4.1.1(b)), Seller shall notify Purchaser that it elects not to remove
the same, in which event  Purchaser shall have the right, as its sole remedy for
such  election of Seller,  by delivery of written  notice to Seller within three
(3) Business Days following receipt of notice from Seller of its election not to
remove such  Unpermitted  Exceptions,  to either (i) terminate this Agreement by
written  notice  delivered to Seller (in which event Escrow  Holder shall return
the Initial  Deposit and the Additional  Deposit,  to the extent  deposited with
Escrow  Holder,  to  Purchaser  and no  party  hereto  shall  have  any  further
obligations in connection  herewith except under those provisions that expressly
survive the Closing or a termination of this Agreement), or (ii) accept title to
the Property subject to such Unpermitted Exception(s) without an abatement in or
credit  against the Purchase  Price.  The failure of Purchaser to deliver timely
any written notice of election under this Section 4.1.1(c) shall be conclusively
deemed to be an election under clause (ii) above.

                           (d) If, on the Closing Date, there are any liens or
encumbrances that Seller is obligated to discharge
under this Agreement, Seller shall have the right (but not the obligation) to
either (i) arrange, at Seller's cost and expense, for affirmative title
insurance or special endorsements insuring against enforcement of such liens or
encumbrances against, or collection of the same out of, the Property, or (ii)
use any portion of the Purchase Price to pay and discharge the same, either by
way of payment or by alternative manner reasonably satisfactory to the Title
Company, and the same shall not be deemed to be Unpermitted Exceptions.

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<PAGE>

     4.1.2  Permitted  Exceptions  to  Title.  The  Property  shall  be sold and
conveyed   subject  to  the  following   exceptions  to  title  (the  "Permitted
Exceptions"):

                           (a) any state of facts that an accurate survey may
show;

                           (b) those matters specifically set forth on Exhibit B
attached hereto and made a part hereof;

                           (c) all laws, ordinances, rules and regulations of
the United States, the State of California, or any
agency, department, commission, bureau or instrumentality of any of the
foregoing having jurisdiction over the Property (each, a "Governmental
Authority"), as the same may now exist or may be hereafter modified,
supplemented or promulgated;

                           (d) all presently existing and future liens of real
estate taxes or assessments and water rates, water
meter charges, water frontage charges and sewer taxes, rents and charges, if
any, provided that such items are not yet due and payable and are apportioned as
provided in this Agreement;

                           (e) any other matter or thing affecting title to the
Property that Purchaser shall have agreed or be
deemed to have agreed to waive as an Unpermitted Exception;

                           (f) all violations of laws, ordinances, orders,
requirements or regulations of any Governmental
Authority applicable to the Property and existing on the Closing Date, whether
or not noted in the records of or issued by any Governmental Authority;

                           (g) all utility easements of record which do not
interfere with the present use of the Property;

                           4.1.3    Intentionally deleted.

     4.1.4  Endorsement to Owner's  Policy.  In the event that  Purchaser  shall
request any  endorsements  to the Owner's  Policy  ("Purchaser  Requested  Title
Endorsements"),  the issuance of any such Purchaser Requested Title Endorsements
shall  not  be or be  deemed  to  be a  condition  to  closing  the  transaction
contemplated  hereunder and in no event shall Seller be obligated to provide any
indemnity or other  document or undertake  any  obligation in order to issue the
same.

                  4.2 Due Diligence Reviews. Except for title and survey matters
(which shall be governed by the provisions of Section 4.1 above), Purchaser
shall have until 5:00 p.m. (Pacific Standard Time) on the date that is fourteen
(14) Business Days from the Contract Date, TIME BEING OF THE ESSENCE (the period
of time commencing upon the date hereof and continuing through and including
such time on such date being herein called the "Due Diligence Period") within
which to perform and complete Purchaser's due diligence, which shall be solely
limited to Purchaser obtaining at least thirty-five million dollars
($35,000,000.00) of purchase money financing on terms and conditions acceptable
to Purchaser in its sole and absolute discretion (the "Financing") and
Purchaser's review of the CUP (as defined in Exhibit B) and structural matters
concerning the Property (the "CUP and Structural Review"). During the Due
Diligence Period, Seller shall provide Purchaser with reasonable access to the


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<PAGE>

Property upon reasonable advance notice and shall also make available to
Purchaser, at the offices of Seller and/or the property manager of the Property,
access to such leases, service contracts, other contracts, books, records and
other documentation relating to the property in Seller's possession as Purchaser
shall reasonably request, all upon reasonable advance written notice; provided,
however, in no event shall Seller be obligated to make available confidential or
proprietary information (collectively, the "Investigations"). The Investigations
shall at all times be subject to Purchaser's compliance with the provisions of
this Section 4.2.. Purchaser acknowledges and agrees that prior to the Contract
Date, Purchaser has received financial statements for the fiscal year ending
March 1999, 2000, 2001, and 2002, real estate tax bills for fiscal year
2001-2002, the standard lease form used for the Property, documents relating to
the CUP (as defined hereinafter in Exhibit "D"), the existing tenant protection
program, the property condition report, the proposed development plans, the
survey, the geotechnical report, the Phase I (as defined hereinafter), and a
seismic risk assessment. Any entry upon the Property and all Investigations
shall be made or performed during Seller's normal business hours and at the sole
risk and expense of Purchaser, and shall not interfere with the activities on or
about the Property of Seller, its tenants and their employees and invitees.
Purchaser shall:

                           (a) promptly repair any damage to the Property
resulting from any such Investigations and replace,
refill and regrade any holes made in, or excavations of, any portion of the
Property used for such Investigations so that the Property shall be in the same
condition that it existed in prior to such Investigations;

                           (b) fully comply with all laws applicable to the
Investigations and all other activities undertaken in
connection therewith;

                           (c) permit Seller to have a representative present
during all Investigations undertaken hereunder;

                           (d) take all actions and implement all protections
necessary to ensure that the Investigations and the
equipment, materials, and substances generated, used or brought onto the
Property in connection with the Investigations, pose no threat to the safety or
health of persons or the environment, and cause no damage to the Property or
other property of Seller or other persons;

                           (e) furnish to Seller, at no cost or expense to
Seller, copies of all surveys, soil test results,
engineering, asbestos, environmental and other studies and reports (other than
internal analysis and proprietary information of the Purchaser) relating to the
Investigations which Purchaser shall obtain with respect to the Property
promptly after Purchaser's receipt of same and Seller shall be entitled to rely
on such surveys, test results, studies or reports;

                           (f) maintain or cause to be maintained, at
Purchaser's expense, a policy of commercial general
liability insurance, with a broad form contractual liability endorsement and
with a combined single limit of not less than $2,000,000 per occurrence for
bodily injury and property damage, automobile liability coverage including owned
and hired vehicles with a combined single limit of $2,000,000 per occurrence for
bodily injury and property damage, and an excess umbrella liability policy for
bodily injury and property damage in the amount of $5,000,000, insuring
Purchaser and Seller, as additional insureds, against any injuries or damages to
persons or property that may result from or are related to (i) Purchaser's
and/or Purchaser's Representatives' (as hereinafter defined) entry upon the


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<PAGE>

Property, (ii) any Investigations or other activities conducted thereon, and/or
(iii) any and all other activities undertaken by Purchaser and/or Purchaser's
Representatives, all of which insurance shall be on an "occurrence form" and
otherwise in such forms acceptable to Seller and with an insurance company
acceptable to Seller, and deliver a copy of such insurance policy to Seller
prior to the first entry on the Property;

                           (g) not permit the Investigations or any other
activities undertaken by Purchaser or Purchaser's
Representatives to result in any liens, judgments or other encumbrances being
filed or recorded against the Property, and Purchaser shall, at its sole cost
and expense, immediately discharge of record any such liens or encumbrances that
are so filed or recorded (including, without limitation, liens for services,
labor or materials furnished); and

                           (h) protect, defend, indemnify and hold harmless
Seller and any agent, advisor, representative,
affiliate, employee, director, partner, member, beneficiary, investor, servant,
shareholder, trustee or other person or entity acting on Seller's behalf or
otherwise related to or affiliated with Seller (collectively, "Seller Related
Parties") from and against any and all claims, demands, causes of action,
losses, damages, liabilities, costs and expenses (including, without limitation,
attorneys' fees and disbursements), suffered or incurred by Seller or any Seller
Related Party and arising out of or in connection with (i) Purchaser's and/or
Purchaser's Representatives' entry upon the Property, (ii) any Investigations or
other activities conducted thereon by Purchaser or Purchaser's Representatives,
(iii) any liens or encumbrances filed or recorded against the Property as a
consequence of the Investigations and/or (iv) any and all other activities
undertaken by Purchaser or Purchaser's Representatives with respect to the
Property. The foregoing indemnity shall not include any claims, demands, causes
of action, losses, damages, liabilities, costs or expenses (including, without
limitation, attorneys' fees and disbursements) that result solely from the mere
discovery by Purchaser or Purchaser's Representatives of existing conditions on
the Property during Investigations conducted pursuant to, and in accordance
with, the terms of this Agreement.

                  Without limiting the foregoing, in no event shall Purchaser or
Purchaser's Representatives, without the prior written consent of Seller: (x)
make any intrusive physical testing (environmental, structural or otherwise) at
the Property (such as soil borings, water samplings or the like), (y) contact
any tenant of the Property.

                  The foregoing obligations shall survive the Closing or a
termination of this Agreement.

     4.2.1 Property  Information  and  Confidentiality.  Seller hereby agrees to
provide to Purchaser the  Information (as  hereinafter  defined)  subject to the
following terms and conditions:

                           (a) Except as otherwise expressly set forth herein,
neither Seller nor any Seller Related Party makes
any representation or warranty as to the truth, accuracy or completeness of the
Information, or any other studies, documents, reports or other information
provided to Purchaser hereunder and expressly disclaims any implied
representations as to any matter disclosed or omitted.

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<PAGE>

                           (b) Purchaser agrees that neither Purchaser or
Purchaser's Representatives shall, at any time or in
any manner, either directly or indirectly, divulge, disclose or communicate to
any person, entity or association the Information, or any other knowledge or
information acquired by Purchaser or Purchaser's Representatives from Seller,
and any Seller Related Party or by Purchaser's own inspections and
investigations, other than matters that were in the public domain at the time of
receipt by Purchaser or Purchaser's Representatives or has become public
information after receipt by Purchaser or Purchaser's Representatives. Without
Seller's prior written consent, Purchaser shall not disclose and Purchaser shall
direct Purchaser's Representatives not to disclose to any person, entity or
association or any of the terms, conditions or other facts with respect to this
Agreement, including, without limitation, the status hereof. Notwithstanding the
foregoing, Purchaser may disclose such of the Information and its other reports,
studies, documents and other matters generated by it and the terms of this
Agreement (i) as required by law or court order (provided prior written notice
of such disclosure shall be provided to Seller) and (ii) as Purchaser deems
necessary or desirable to Purchaser's Representatives in connection with
Purchaser's Investigation and the transaction contemplated hereby, provided that
those to whom such Information is disclosed are informed of the confidential
nature thereof and agree(s) to keep the same confidential in accordance with the
terms and conditions hereof.

                           (c) Purchaser shall indemnify and hold harmless
Seller and all Seller Related Parties from and against
any and all claims, demands, causes of action, losses, damages, liabilities,
costs and expenses (including, without limitation, attorneys' fees and
disbursements) suffered or incurred by Seller or any Seller Related Party and
arising out of or in connection with a breach by Purchaser or Purchaser's
Representatives of the provisions of this Section 4.2.1.

                           (d) Purchaser and Purchaser's Representatives shall
use reasonable care to maintain in good condition
all of the Information furnished or made available to Purchaser and/or
Purchaser's Representatives in accordance with this Section 4.2. In the event
this Agreement is terminated, Purchaser and Purchaser's Representatives shall
promptly deliver to Seller all originals and copies of the Information in the
possession of Purchaser and Purchaser's Representatives.

                           (e) As used in this Agreement, the term "Information"
shall mean any of the following to the extent
supplied by Seller or Seller's agents or available to Purchaser or Purchaser's
Representatives: (i) all information and documents in any way relating to the
Property, the operation thereof or the sale thereof, including, without
limitation, all leases and contracts furnished to, or otherwise made available
for review by, Purchaser or its directors, officers, employees, affiliates,
partners, members, brokers, agents or other representatives, including, without
limitation, attorneys, accountants, contractors, consultants, engineers and
financial advisors (collectively, "Purchaser's Representatives"), by Seller or
any Seller Related Party or their agents or representatives, including, without
limitation, their contractors, engineers, attorneys, accountants, consultants,
brokers or advisors, and (ii) all analyses, compilations, data, studies, reports
or other information or documents prepared or obtained by Purchaser or
Purchaser's Representatives containing or based on, in whole or in part, the
information or documents described in the preceding clause (i), the
Investigations, or otherwise reflecting their review or investigation of the
Property.

                           (f) In addition to any other remedies available to
Seller, Seller shall have the right to seek
equitable relief, including, without limitation, injunctive relief or specific
performance, against Purchaser or Purchaser's Representatives in order to
enforce the provisions of this Section 4.2.1.

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<PAGE>

                           (g) The provisions of this Section 4.2.1 shall
survive the Closing or a termination of this Agreement.

               4.2.2  Termination  Right. If, on or before the expiration of the
Due Diligence Period,  based upon the Investigations,  Purchaser shall determine
that it is not feasible for it to obtain the Financing,  or Purchaser  otherwise
disapproves of the CUP and  Structural  Review,  then  Purchaser  shall promptly
notify Seller of such  determination in writing on or before 5:00 p.m.  (Pacific
time) on the date that the Due Diligence  Period shall expire (such notice being
herein called the  "Termination  Notice"),  whereupon  the Initial  Deposit plus
interest  shall be promptly  returned to Purchaser,  and this  Agreement and the
obligations of the parties  hereunder shall terminate (and no party hereto shall
have  any  further   obligations  in  connection  herewith  except  under  those
provisions  that  expressly  survive  the  Closing  or  a  termination  of  this
Agreement).  In the event that Purchaser  shall fail to deliver the  Termination
Notice to Seller on or before 5:00 p.m.  (Pacific time) on the date that the Due
Diligence Period shall expire, Purchaser shall be deemed to have agreed that the
foregoing  matters are  acceptable  to Purchaser  and that it intends to proceed
with the  acquisition  of the  Property,  whereupon  the  Deposit  shall  become
non-refundable   and  released  to  Seller,  or  Seller's   accommodator   (and,
thereafter,  Purchaser  shall have no further right to terminate  this Agreement
pursuant to this Section 4.2.2).

                  4.3      Intentionally deleted.

                  4.4 Conditions Precedent to Obligations of Purchaser. The
obligation of Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the performance and observance by Seller of all
covenants, warranties and agreements of this Agreement to be performed or
observed by Seller prior to or on the Closing Date and the fulfillment on or
before the Closing Date of all other conditions precedent to Closing benefiting
Purchaser specifically enumerated in this Agreement, any or all of which may be
waived by Purchaser in its sole discretion.

                  4.5 Conditions Precedent to Obligations of Seller. The
obligation of Seller to consummate the transactions contemplated by this
Agreement shall be subject to the performance and observance by Purchaser of all
covenants and agreements of this Agreement to be performed or observed by
Purchaser prior to or on the Closing Date and the fulfillment on or before the
Closing Date of all other conditions precedent to Closing benefiting Seller
specifically set forth in this Agreement, any or all of which may be waived by
Seller in its sole discretion:

         5. Closing.

                  (a) The closing (the "Closing") of the sale and purchase
contemplated herein shall occur on or before March 31, 2003 (the "Scheduled
Closing Date"), TIME BEING OF THE ESSENCE to close on such date (the date on
which the Closing shall occur being herein referred to as the "Closing Date"),
at the offices of Escrow Holder through an escrow and pursuant to escrow
instructions consistent with the terms of this Agreement and otherwise mutually
satisfactory to Seller and Purchaser. Provided, that (i) Seller qualifies for or
is approved for an extension under the terms and conditions of the mortgages
encumbering the Property, and (ii) Purchaser shall pay any extension fees
required to be paid in accordance with the terms and conditions of the mortgages
encumbering the Property (the "Loan Extension Fees") Purchaser shall have the
right to extend the Scheduled Closing Date for a period not to exceed thirty
(30) days by delivering a written notice to Seller at least five (5) Business
Days prior to the Scheduled Closing Date.

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<PAGE>

                  (b) Seller may seek to accomplish the conveyance and transfer
of all or a portion of the Property as part of an exchange transaction
("Exchange") qualifying for tax-deferred treatment under Internal Revenue Code
section 1031, in which case the parties shall cooperate fully with each other in
accomplishing the Exchange. Such cooperation may include, without limitation,
execution of supplementary agreements and escrow instructions to document and
effectuate the Exchange. Seller shall indemnify Purchaser against any additional
liabilities and costs and fees incurred solely as a result of participation in
the Exchange, which indemnification obligation shall survive the Closing or
termination of this Agreement. Further, Seller shall have the right to extend
the Closing Date for up to forty-five (45) day period (the "Extended Closing")
for purposes of accomplishing the Exchange by delivering a written notice to the
other prior to the Closing Date (the "Extended Closing Notice").

                  (c) In lieu of a conveyance and sale of all or a portion of
the Property pursuant to the terms and provisions of this Agreement, the Sports
Arenas Selling Parties (as defined hereinafter) by notice to Purchaser within 30
days after the Contract Date may request Purchaser to enter into good faith
negotiations for an alternative agreement (an "Alternative Agreement") with
Sports Arenas Properties, Inc., a California corporation ("SAPI") and UCVNV,
Inc., a Nevada corporation ("UCVNV"), as a limited and general partner,
respectively, of Seller (each a "Sports Arenas Partner") or such Sports Arenas
Partner's parent or grandparent entities (each a "Parent") for a reorganization
transaction involving the Sports Arenas Partner or its Parents (a
"Reorganization Transaction"). The parties acknowledge that any Reorganization
Transaction is expected to provide for: (1) an undivided interest in the
Property to be distributed to the Sports Arenas Partner in redemption of such
Sports Arenas Partner's partnership interest in Seller; (2) the participation of
Purchaser and the Parents in an acquisition or reorganization of the Sports
Arenas Partner or its Parents (providing such participating Parents control all
of the Sports Arenas Partner); and (3) the Sports Arenas Partner or its
participating Parents (each an "Sports Arenas Selling Party") to receive
consideration equal in value to the consideration such Sports Arenas Partner
would have received had such partner remained a partner in Seller and Seller
distributed all of the net cash proceeds from sale under this Agreement to such
Sports Arenas Partner ("Net Sale Consideration"). The Sports Arenas Selling
Parties at their option may elect to receive their Net Sale Consideration either
in cash or, on a tax free basis, freely tradable securities of Purchaser or an
affiliate thereof, providing the value of such cash and securities equals the
Net Sale Consideration. While any such Reorganization Transaction may result in
the expected liabilities and benefits accruable directly under this Agreement to
instead be accrued indirectly, any Reorganization Transaction shall neither
materially increase the liabilities nor reduce the benefits accruable by
Purchaser or the Selling Parties under this Agreement. Sports Arenas Selling
Parties shall indemnify Purchaser against any additional liabilities and costs
and fees incurred solely as a result of participation in the Reorganization
Transaction, which indemnification obligation shall survive the Closing or
termination of this Agreement or the Alternative Agreement. Notwithstanding the
foregoing or anything to the contrary set forth in this Agreement, the parties
hereto agree: (1) Purchaser shall not be required to enter into an Alternative
Agreement or negotiations for an Alternative Agreement; (2) any Alternative
Agreement agreed to by and between the Sports Arenas Selling Parties and
Purchaser pursuant hereto shall be subject to final approval of PAS Management,
Inc., a Nevada corporation ("PAS") and Patricia A. Shenker, as the other limited


                                       9
<PAGE>

and general partner, respectively, of Seller; and (3) in the event the Sports
Arenas Selling Parties and Purchaser fail to agree to an Alternative Agreement
pursuant to the terms hereto on or before the date that is thirty (30) days
after the date of the notice to Purchaser from the Sports Arenas Selling Parties
pursuant to the foregoing, the parties hereto shall proceed with the sale and
purchase contemplated herein pursuant to the terms and conditions hereof.

                  5.1 Seller Deliveries. At the Closing, Seller shall deliver or
cause to be delivered to Purchaser or to the Escrow Holder, as the case may be,
the following items executed and acknowledged by Seller, as appropriate:

                           (a) a grant deed (the "Deed") in the form attached
hereto and made a part hereof as Exhibit C.

                           (b) an assignment (the "Assignment and Assumption of
Leases") of all right, title and interest of
Seller under any Leases entered into pursuant to Section 7.2.3 (to the extent
assignable) which are in effect on the Closing Date, without recourse,
representation or warranty, in the form attached hereto and made a part hereof
as Exhibit M, which shall include Purchaser's assumption of Seller's obligations
under the Leases accruing from and after the Closing Date.

                           (c) a bill of sale (the "Bill of Sale") in the form
attached hereto and made a part hereof as Exhibit
E.

                           (d) a certification of non-foreign status in the form
attached hereto and made a part hereof as
Exhibit F.

                           (e) an assignment (the "Assignment and Assumption of
Contracts") of all right, title and interest of
Seller under the Contracts (to the extent assignable) which are in effect on the
Closing Date and to which Seller is a party, without recourse, representation or
warranty, in the form attached hereto and made a part hereof as Exhibit G, which
shall include Purchaser's assumption of Seller's obligations under the Contracts
accruing from and after the Closing Date.

                           (f) all existing surveys, blueprints, drawings, plans
and specifications for or with respect to the
Property or any part thereof, including any plans and specifications drawn for
purposes of remodeling and expansion, to the extent the same are in Seller's
possession or control.

                           (g) all keys to the Improvements, to the extent the
same are in Seller's possession.

                           (h) subject to Section 7.2.3, all Leases in effect on
the Closing Date, to the extent the same are in
Seller's possession.

                           (i) all Contracts that shall remain in effect after
the Closing, to the extent the same are in
Seller's possession.

                           (j) all applicable transfer tax forms, if any.

                                       10
<PAGE>

                           (k) such further instruments as may be necessary to
record the Deed.

                           (l) subject to Section 7.2.3, notices to each of the
tenants under the Leases entered into in
accordance with Section 7.2.3 (each, a "Tenant Notice", and collectively, the
"Tenant Notices") in the form attached hereto as Exhibit I, advising such
tenants of the sale of the Property to Purchaser and directing them to make all
payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at
Purchaser's sole cost and expense, either mail by certified mail return receipt
requested or hand deliver to each applicable tenant.

               (m)  evidence  reasonably   satisfactory  to  the  Title  Company
respecting  the  due  organization  of  Seller  and the  due  authorization  and
execution by Seller of this Agreement and the documents required to be delivered
hereunder.

               5.2 Purchaser Deliveries. At the Closing, Purchaser shall deliver
or cause to be delivered to Seller or to the Escrow Holder,  as the case may be,
the following items executed and acknowledged by Purchaser, as appropriate:

               (a) payment of the Purchase  Price to be made in accordance  with
Section 3 above. (b) the Assignment and Assumption of Leases.

               (c) the Assignment and Assumption of Contracts.

               (d) all applicable transfer tax forms, if any.

               (e) such  further  instruments  as may be necessary to record the
Deed.

               (f) the Tenant Notices.

               (g)  evidence  reasonably  satisfactory  to Seller  and the Title
Company  respecting the due organization of Purchaser and the due  authorization
and execution by Purchaser of this  Agreement  and the documents  required to be
delivered hereunder.

               5.3  Closing  Costs.  Seller  shall pay (a) all  transfer  taxes,
including  transfer  taxes of the State of  California  and of the County of San
Diego,  payable in connection with the transaction  contemplated herein, (b) the
title  insurance  premium for the CLTA  portion or the Owner's  Policy,  and (c)
fifty percent (50%) of the charges of Escrow Holder. Purchaser shall pay (a) the
cost of any ALTA portion of the Owner's Policy,  the Standard  Endorsements  and
the Purchaser Requested Title  Endorsements,  (b) the costs of any survey (or an
update  thereto),  (c) all  recording  charges  payable in  connection  with the
recording of the Deed,  (d) fifty percent (50%) of the charges of Escrow Holder,
and (e) all fees, costs or expenses in connection with Purchaser's due diligence
reviews hereunder.  Except as expressly provided in the indemnities set forth in
this  Agreement,   Seller  and  Purchaser  shall  pay  their  respective  legal,
consulting and other  professional fees and expenses incurred in connection with
this  Agreement and the  transaction  contemplated  hereby and their  respective
shares of prorations as hereinafter provided. The provisions of this Section 5.3
shall survive the Closing or a termination of this Agreement.

                                       11
<PAGE>

               5.4 Prorations.

               5.4.1  The  following  shall  be  prorated   between  Seller  and
Purchaser  as of 12:01  a.m.  on the  Closing  Date (on the basis of the  actual
number of days elapsed over the applicable period):

               (a) All real estate  taxes,  water  charges,  sewer rents,  vault
charges  and  assessments  on the  Property  on the basis of the fiscal year for
which  assessed.  In no event shall Seller be charged with or be responsible for
any  increase  in the  taxes  on the  Property  resulting  from  the sale of the
Property or from any  improvements  made or leases  entered into on or after the
Closing Date. If any  assessments  on the Property are payable in  installments,
then the  installment  for the current period shall be prorated (with  Purchaser
assuming the obligation to pay any installments due after the Closing Date).


                           (b) Subject to this Section 5.4.1(b), all fixed rent
and regularly scheduled items of additional rent
under the Leases entered into pursuant to Section 7.2.3, and other tenant
charges if, as and when received. Seller shall deliver or provide a credit in an
amount equal to all prepaid rentals for periods after the Closing Date and all
refundable cash security deposits (to the extent the foregoing were made by
tenants under the Leases and are not applied or forfeited prior to the Closing
Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at
Closing any security deposits which are held in the form of letters of credit.
Rents which are delinquent as of the Closing Date shall not be prorated on the
Closing Date. Purchaser shall include such delinquencies in its normal billing
and shall diligently pursue the collection thereof in good faith after the
Closing Date (but Purchaser shall not be required to litigate or declare a
default in any Lease). To the extent Purchaser receives rents within one hundred
twenty (120) days after the Closing Date, such payments shall be applied first
toward the rents for the month in which the Closing occurs, second to the rents
for the month preceding the month in which the Closing occurs, third to any
delinquent rents owed to Seller, with Seller's share thereof being held by
Purchaser in trust for Seller and promptly delivered to Seller by Purchaser and
fourth to the rents that shall then be due and payable to Purchaser, Purchaser
may not waive any delinquent rents nor modify a Lease so as to reduce or
otherwise affect amounts owed thereunder for any period in which Seller is
entitled to receive a share of charges or amounts without first obtaining
Seller's written consent, which consent may be given or withheld in Seller's
sole and absolute discretion. After such one hundred and twenty (120) day
period, Seller shall not be entitled to any further rents collected by
Purchaser. Seller hereby reserves the right to pursue any remedy against any
tenant owing delinquent rents and any other amounts to Seller (but shall not be
entitled to terminate any lease or any tenant's right to possession), which
right shall include the right to continue or commence legal actions or
proceedings against any tenant. Delivery of the Assignment and Assumption of
Leases shall not constitute a waiver by Seller of such right, and such right
shall survive the Closing. Purchaser shall reasonably cooperate with Seller in
any collection efforts hereunder (but shall not be required to litigate or
declare a default under any Lease). With respect to delinquent rents and any
other amounts or other rights of any kind respecting tenants who are no longer
tenants of the Property as of the Closing Date, Seller shall retain all rights
relating thereto.

                           (c) All operating expenses.

                           (d) Intentionally deleted.

                                       12
<PAGE>

               (e) Charges and payments under Contracts or permitted renewals or
replacements  thereof  assigned  to  Purchaser  pursuant to the  Assignment  and
Assumption of Contracts.

               (f) Any prepaid items,  including,  without limitation,  fees for
licenses which are transferred to Purchaser at the Closing and annual permit and
inspection fees.

               (g) Utilities,  including, without limitation,  telephone, steam,
electricity  and gas, on the basis of the most recently  issued bills  therefor,
subject to adjustment after the Closing when the next bills are available, or if
current meter readings are available, on the basis of such readings.

               (h) Deposits with telephone and other utility companies,  and any
other  persons or entities who supply goods or services in  connection  with the
Property if the same are assigned to  Purchaser  at the Closing,  which shall be
credited in their entirety to Seller.

               (i) Personal  property  taxes, if any, on the basis of the fiscal
year for which assessed.

               (j) Permitted  administrative  charges, if any, on those tenants'
security  deposits   transferred  by  Seller  pursuant  to  the  Assignment  and
Assumption of Leases.

               (k)  Taxes  payable  by  Seller  relating  to  operations  of the
Property, including, without limitation,  business and occupancy taxes and sales
taxes, if any.

               (l) Such  other  items  as are  customarily  apportioned  between
sellers and purchasers of real  properties of a type similar to the Property and
located in the State of California subject to Section 7.2.3(a) hereof.

               5.4.2

               (a) Seller shall be given a credit for any payments  Seller shall
have made as of the Closing  Date,  in good faith and in the ordinary  course of
business, in respect of the capital expenditures described on Exhibit H attached
hereto and made a part hereof.  Purchaser  shall assume all  liability  for such
capital expenditures as of the Closing.

               (b) If any of the items  described in Section 5.4.1 hereof cannot
be apportioned at the Closing because of the unavailability of information as to
the  amounts  which  are to be  apportioned  or  otherwise,  or are  incorrectly
apportioned at Closing or subsequent thereto, such items shall be apportioned or
reapportioned, as the case may be, as soon as practicable after the Closing Date
or the date such error is  discovered,  as applicable;  provided that,  with the
exception of any item required to be apportioned  pursuant to Section  5.4.1(a),
(b) or (g),  neither  party  shall  have the right to request  apportionment  or
reapportionment of any such item at any time following the one hundred eightieth
(180th) day after the Closing  Date.  If the Closing  shall occur  before a real
estate or personal  property tax rate or assessment is fixed for the tax year in
which the Closing  occurs,  the  apportionment  of taxes at the Closing shall be
upon the  basis of the tax rate or  assessment  for the  preceding  fiscal  year
applied to the latest  assessed  valuation.  Promptly  after the new tax rate or
assessment  is  fixed,  the  apportionment  of  taxes  or  assessments  shall be
recomputed and any discrepancy  resulting from such recomputation and any errors
or omissions in computing  apportionments at Closing shall be promptly corrected
and the proper party reimbursed, which obligations shall survive the Closing.

                                       13
<PAGE>

               5.4.3 Items to be prorated at the Closing  shall include a credit
to Seller for costs and expenses  incurred by Seller in connection  with any new
Leases or  modifications  to any  existing  Leases  entered  into after the date
hereof in accordance with the terms and conditions set forth in Section 7.2.3(a)
of this Agreement.

               5.4.4  The  provisions  of this  Section  5.4 shall  survive  the
Closing.

               6.  Condemnation  or Destruction of Property.  In the event that,
after the date hereof but prior to the Closing  Date,  either any portion of the
Property is taken pursuant to eminent domain  proceedings or condemnation or any
of the  improvements  on the  Property are damaged or destroyed by fire or other
casualty, Seller shall promptly deliver, or cause to be delivered, to Purchaser,
notice of any such eminent domain  proceedings or casualty.  Except as otherwise
expressly provided herein, Seller shall have no obligation to restore, repair or
replace any portion of the  Property or any such damage or  destruction.  At the
Closing,  Purchaser  shall receive a credit  against the Purchase Price equal to
the award or other anticipated proceeds from such eminent domain or condemnation
proceeding or as the case may be, the estimated cost to repair such  destruction
or damage  along with a  reasonable  estimate  of lost rent during the period of
repair (unless  Seller shall have repaired such damage or  destruction  prior to
the Closing).  If the amount of  condemnation  award shall exceed the sum of Six
Million  Dollars  ($6,000,000.00),  Purchaser  shall have the right to terminate
this Agreement by notice to Seller given within ten (10) days after notification
to  Purchaser of the  estimated  amount of damages or the  determination  of the
amount  of  any  condemnation  award  whereupon  the  Initial  Deposit  and  the
Additional  Deposit,  to the  extent  deposited  with  Escrow  Holder,  shall be
promptly  returned to Purchaser,  and this Agreement and the  obligations of the
parties  hereunder  shall  terminate (and no party hereto shall have any further
obligations in connection  herewith except under those provisions that expressly
survive the Closing or a termination of this Agreement).

         7. Representations, Warranties and Covenants.

               7.1 Representations, Warranties and Covenants of Seller.

               7.1.1  Representations  and Warranties of Seller. For purposes of
this  paragraph 7, all  representations,  warranties or covenants made herein by
Seller shall be limited to the current and actual  knowledge of Harold S. Elkan,
an individual,  and Steve Whitman,  an individual.  Subject to the provisions of
Section  7.1.1  of  this  Agreement,  Seller  hereby  represents,  warrants  and
covenants to Purchaser that, as of the date of this Agreement:

               (a) Leases. Exhibit D contains a true, complete and accurate list
of all Leases encumbering the Property as of the Contract Date, which list shall
identify  and list in detail by tenant or vacant  area,  as  applicable,  tenant
name,  square  footage,  monthly rent,  deposits,  concessions,  lease term, and
delinquencies,  which  shall be in one or more  reports in the form  customarily
used by Seller (the "Rent Roll"). Except with respect to any Leases entered into
pursuant to Section  7.2.3,  there are no leases,  licenses  or other  occupancy
agreements  to which Seller is a party or is bound  affecting any portion of the
Property  which will be in force on the Closing Date, and except as set forth in
Exhibit D or otherwise  disclosed in writing to  Purchaser,  no person or entity
other  than  Seller  has any  title,  interest,  or right to  possession  of the
Property or any part of the Property.

                                       14
<PAGE>

               (b) Litigation.  There is no pending or threatened  litigation or
condemnation  action  against the Property or against Seller with respect to the
Property as of the date of this Agreement.

               (c)  Leasing   Commissions.   As  of  the  Closing,   no  leasing
commissions  will be due or payable to anyone  with  respect to or on account of
the Leases.

               (d)  Non-Foreign  Person.  Seller is not a  "foreign  person"  as
defined in Section 1445 of the Internal Revenue Code or any related regulations,
as amended.

               (e)  Contracts.  Seller  has not  entered  into  any  service  or
equipment  leasing  contracts  relating to the  Property  which will be in force
after the Closing,  except for the  Contracts.  As used in this  Agreement,  the
"Contracts" shall be deemed to mean,  collectively,  (i) the contracts described
on Exhibit J attached  hereto and made a part hereof,  (ii) contracts  which are
cancelable  on thirty (30) days notice or less without  premium or penalty,  and
(iii)  contracts  entered into by Seller which Seller is permitted to enter into
in accordance with this Agreement.  To Seller's  actual  knowledge,  no material
default exists under any of the Contracts.

               (f)  Insurance.  Exhibit  K  contains  a  complete  list  of  all
insurance policies affecting the Property as of the Contract Date, and correctly
states  for each  policy (i) the policy  number,  (ii) the name of the  insurer,
(iii) the term and expiration date of the policy, and (iv) the premiums.

               (g) Due Authority. This Agreement and all agreements, instruments
and documents  herein  provided to be executed or to be caused to be executed by
Seller are,  or on the  Closing  Date will be,  duly  authorized,  executed  and
delivered by and are binding upon Seller. Seller is a limited partnership,  duly
organized and validly  existing and in good standing under the laws of the State
of California, and is duly authorized and qualified to do all things required of
it under this Agreement.

               (h) Zoning. Except as disclosed in the CUP (as defined in Exhibit
B and in the Revised Plan (as defined in Exhibit B),  Seller has not  requested,
applied for, given its consent to or has actual  knowledge of any pending zoning
variance with respect to the Property.

               (i)  Violations.  Except as  otherwise  disclosed  in  writing to
Purchaser,  Seller  has  not  received  any  written  notices  that  the use and
operation of the Property is in material  violation of any  applicable  building
codes or any environmental, zoning, life safety and land use or other applicable
laws, rules and regulations.

               (j) Environmental Condition. Except as otherwise disclosed in any
environmental  reports delivered to Purchaser pursuant to Section 4.2, including
that  certain   Phase  I   Environmental   Site   Assessment   prepared  by  IVI
Environmental,  Inc.  dated  February 21, 2002, or any  amendments  thereto (the
"Phase I"),  or  property  condition  reports,  provided by Seller to  Purchaser
hereunder or in connection  with the  transaction  that is the subject matter of
this Agreement, to Seller's actual knowledge, neither Seller nor any tenant, has
engaged in any illegal dumping, discharge, disposal, spillage or leakage of such
Hazardous  Substances  (as  defined  hereinafter)  in  violation  of  applicable


                                       15
<PAGE>

Environmental  Laws (as defined  hereinafter),  at, on, in, under,  or about the
Property,  except for normal  quantities  of  Hazardous  Substances  utilized in
connection  with the normal  maintenance  and  operation of the Property and the
so-called  Hazardous  Substances  utilized by tenants of the  Property.  As used
herein, (a) "Environmental Laws" means the Comprehensive Environmental Response,
Compensation  and  Liability  Act of 1980 (42 U.S.C.  Section 9601 et seq.),  as
amended, or the Resource  Conservation and Recovery Act (42 U.S.C.  Section 6902
et seq.), as amended,  or any similar  federal,  state or local law,  ordinance,
rule or regulation  applicable to the Property (but  specifically  excluding any
principles of common law or common law  theories);  (b)  "Hazardous  Substances"
means any  hazardous,  toxic or dangerous  waste,  substance  or  material,  any
pollutant or contaminant, or any substance which is toxic, explosive, corrosive,
flammable,  infectious,  radioactive,   carcinogenic,   mutagenic  or  otherwise
hazardous,  or any  substance  which  contains  gasoline,  diesel  fuel or other
petroleum  hydrocarbons,  polychlorinated  biphenyls  (PCBs),  radon  gas,  urea
formaldehyde or asbestos.

               (k)  Property  Condition  Reports.  Seller has as of the Contract
Date or will have as of the Due Diligence expiration date delivered to Purchaser
any reports in Seller's  possession with respect to the Property  reflecting any
defects or potential defects in the Property conditions.

               Notwithstanding and without limiting the foregoing, (i) if any of
the  representations  or warranties of Seller  contained in this Agreement or in
any  certificate  delivered  in  connection  herewith  are  materially  false or
inaccurate, or Seller is in material breach or default of any of its obligations
under  this  Agreement,   and  Purchaser  nonetheless  closes  the  transactions
hereunder and  purchases  the  Property,  then Seller shall have no liability or
obligation respecting such false or inaccurate  representations or warranties or
other  breach or  default  (and any cause of action  resulting  therefrom  shall
terminate upon the Closing) in the event that either (x) on or prior to Closing,
Purchaser shall have had knowledge of the false or inaccurate representations or
warranties  or other  breach  or  default,  or (y) the  accurate  state of facts
pertinent to such false or  inaccurate  representations  or  warranties or other
breach or  default  was  contained  in any of the  Information,  and (ii) to the
extent  the  copies  of the  Leases,  the  Contracts  or any  other  Information
furnished or made available to or otherwise  obtained by Purchaser  prior to the
expiration of the Due Diligence  Period contain  provisions or information  that
are  inconsistent  with  the  foregoing  representations  and  warranties,  such
representations  and warranties shall be deemed modified to the extent necessary
to  eliminate  such  inconsistency  and  to  conform  such  representations  and
warranties to such Leases and other Information.

               7.1.2 GENERAL  DISCLAIMER.  EXCEPT AS  SPECIFICALLY  SET FORTH IN
THIS AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN "AS
IS" ,"WHERE IS," AND "WITH ALL FAULTS" BASIS, AND EXCEPT AS SPECIFICALLY  STATED
HEREIN IS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS,
IMPLIED OR OTHERWISE,  INCLUDING  REPRESENTATIONS OR WARRANTIES CONCERNING TITLE
TO THE PROPERTY, THE PHYSICAL CONDITION OF THE PROPERTY (INCLUDING THE CONDITION
OF THE SOIL OR THE  IMPROVEMENTS),  THE ENVIRONMENTAL  CONDITION OF THE PROPERTY
(INCLUDING  THE PRESENCE OR ABSENCE OF HAZARDOUS  SUBSTANCES ON OR AFFECTING THE
PROPERTY),  THE COMPLIANCE OF THE PROPERTY WITH  APPLICABLE LAWS AND REGULATIONS
(INCLUDING  ZONING AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS
RESPECTING THE PROPERTY),  THE FINANCIAL  CONDITION OF THE PROPERTY OR ANY OTHER


                                       16
<PAGE>

REPRESENTATION OR WARRANTY RESPECTING ANY INCOME,  EXPENSES,  CHARGES,  LIENS OR
ENCUMBRANCES,  RIGHTS OR CLAIMS ON,  AFFECTING OR  PERTAINING TO THE PROPERTY OR
ANY PART  THEREOF.  PURCHASER  ACKNOWLEDGES  THAT, AS PROVIDED FOR HEREIN ABOVE,
DURING THE DUE DILIGENCE PERIOD,  PURCHASER WILL EXAMINE, REVIEW AND INSPECT ALL
MATTERS WHICH IN  PURCHASER'S  JUDGMENT BEAR UPON THE PROPERTY AND ITS VALUE AND
SUITABILITY  FOR PURCHASER'S  PURPOSES.  EXCEPT AS TO MATTERS  SPECIFICALLY  SET
FORTH IN THIS  AGREEMENT:  (A) PURCHASER WILL ACQUIRE THE PROPERTY SOLELY ON THE
BASIS OF ITS OWN PHYSICAL AND FINANCIAL  EXAMINATIONS,  REVIEWS AND  INSPECTIONS
AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY.

               7.2 Interim  Covenants  of Seller.  Until the Closing Date or the
sooner termination of this Agreement in accordance with the terms and conditions
of this Agreement:

               7.2.1  Seller  shall  maintain the Property in the same manner as
prior hereto pursuant to Seller's normal course of business (such as maintenance
obligations but not including extraordinary capital expenditures or expenditures
not incurred in such normal course of business),  subject to reasonable wear and
tear and further  subject to  destruction by casualty or other events beyond the
control of Seller.

               7.2.2  Subject  to the  terms set  forth in this  Section  7.2.2,
Seller may cancel,  modify,  extend, renew or permit the expiration of contracts
or enter into any new service contract without  Purchaser's  consent.  After the
expiration of the Due Diligence Period,  Seller shall not modify,  extend, renew
or cancel  (except as a result of a default by the other  party  thereunder)  or
enter into any additional  service contracts or other similar agreements without
the prior consent of Purchaser, which consent shall not be unreasonably withheld
or delayed; provided, however, Purchaser's consent shall not be required if such
contract is cancelable upon not more than thirty (30) days notice.

               7.2.3

               (a) Seller shall have the right to continue to offer the Property
for lease in the same manner as prior  hereto  pursuant to its normal  course of
business and, upon request,  shall keep Purchaser  reasonably informed as to the
status of leasing prior to the Closing Date.  Prior to the expiration of the Due
Diligence  Period,  Seller  shall be entitled  to enter into any new leases,  or
material  modifications  of existing  Leases at its sole option,  exercisable in
Seller's  sole and  absolute  discretion,  and shall  provide  copies of same to
Purchaser promptly after the execution thereof.  After the expiration of the Due
Diligence Period,  Seller shall not during the term of this Agreement enter into
any new leases or material  modifications of existing  Leasesthat are not in the
same manner as prior hereto  pursuant to its normal  course of business at rents
not  less  than the  current  rent  rate of the  Property.  Notwithstanding  the
foregoing  or  anything  to the  contrary  set  forth  in  this  Agreement,  (x)
Purchaser's  failure to disapprove  any request for consent by Seller under this
Section 7.2.3 within five (5) days following  Seller's request therefor shall be
deemed to constitute  Purchaser's consent thereto,  and (y) Purchaser shall bear
all costs and expenses  related to any new leases or  modifications  of existing
Leases or service  contracts  entered  into after the date hereof in  accordance
with the provisions of this Section 7.2.3 (including  tenant  improvement  costs
and leasing  commissions,  but excluding free rent allocable to any period prior
to the Closing Date) and, without limiting the foregoing,  the prorations at the
Closing  shall  include  an  appropriate  credit to Seller  consistent  with the
foregoing.

                                       17
<PAGE>

               (b) Seller makes no representations and assumes no responsibility
with respect to the  continued  occupancy of the Property or any part thereof by
any tenant. The removal of a tenant whether by summary  proceedings or otherwise
prior  to the  Closing  Date  shall  not give  rise to any  claim on the part of
Purchaser.   Further,  Purchaser  agrees  that  it  shall  not  be  grounds  for
Purchaser's  refusal  to close  this  transaction  that any tenant is a holdover
tenant or in default  under its Lease on the Closing  Date and  Purchaser  shall
accept title subject to such holding over or default  without an abatement in or
credit against the Purchase Price.

               7.2.4  Seller will keep in force and effect  with  respect to the
Property  the  insurance  policies  currently  carried  by  Seller  or  policies
providing similar coverage through the Closing Date.

               7.2.5  Subject to the  provisions  of Section  11.2  hereof,  the
representations  and warranties of Seller set forth in Section 7.1.1 above shall
survive the Closing for six (6) months and shall automatically  expire and be of
no force or effect upon the date that is the sixth (6th)  month  anniversary  of
the Closing.

               7.3  Representations,  Warranties  and  Covenants  of  Purchaser.
Purchaser  hereby  represents and warrants to Seller that this Agreement and all
agreements,  instruments and documents  herein provided to be executed or caused
to be  executed  by  Purchaser  are,  or on  the  Closing  Date  will  be,  duly
authorized,  executed and delivered by and are binding upon Purchaser. Purchaser
is a living  trust,  duly  organized  and validly  existing and in good standing
under the laws of the State of California  and is duly  authorized and qualified
to do all things required of it under this Agreement.  The  representations  and
warranties of Purchaser shall survive the Closing.

         8.       Indemnification.

               8.1 Due Diligence  Indemnification by Purchaser.  Purchaser shall
hold harmless,  indemnify and defend Seller and the Seller Related  Parties from
and against:  (a) any and all third party claims for personal injury or property
damage  related to the  Property  or the  ownership,  operation  or  maintenance
thereof and occurring on or after the Closing Date, (b) any and all loss, damage
or third  party  claims  in any way  arising  from  Purchaser's  inspections  or
examinations  of the  Property  prior to the Closing  Date,  including,  without
limitation,  any  Investigations  made  by  Purchaser,  (c)  any  breach  of the
representations  and  warranties  of  Purchaser,  and (d) all costs and expenses
(including,  without limitation,  reasonable  attorneys' fees and disbursements)
incurred by Seller as a result of the foregoing.

               8.2 Survival.  The provisions of this Section 8 shall survive the
Closing or earlier termination of this Agreement.

         9. REMEDIES FOR DEFAULT AND DISPOSITION OF THE INITIAL DEPOSIT AND THE
ADDITIONAL DEPOSIT.

                                       18
<PAGE>

               9.1 SELLER DEFAULTS. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT
BE CLOSED BY REASON OF SELLER'S  DEFAULT UNDER THIS  AGREEMENT,  THEN  PURCHASER
SHALL HAVE,  AS ITS EXCLUSIVE  REMEDIES THE RIGHT TO EITHER (A)  TERMINATE  THIS
AGREEMENT (IN WHICH EVENT THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT, TO THE
EXTENT  DEPOSITED  WITH  ESCROWEE,  SHALL BE RETURNED TO PURCHASER,  AND NEITHER
PARTY HERETO SHALL HAVE ANY FURTHER  OBLIGATION OR LIABILITY TO THE OTHER EXCEPT
WITH RESPECT TO THOSE  PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY  SURVIVE THE
CLOSING OR A TERMINATION OF THIS AGREEMENT),  PURCHASER HEREBY WAIVING ANY RIGHT
OR CLAIM TO DAMAGES  FOR  SELLER'S  BREACH,  OR (B)  SPECIFICALLY  ENFORCE  THIS
AGREEMENT  INCLUDING  CLAIMS FOR ACTUAL DAMAGES AND ATTORNEY'S  FEES INCURRED IN
ENFORCING THE PROVISIONS HEREOF ARISING OUT OF SELLER'S BREACH OF THIS AGREEMENT
PROVIDED  THAT SUCH  CLAIMS  SHALL BE  LIMITED TO A MAXIMUM  SUM OF TWO  MILLION
DOLLARS  ($2,000,000.00);  PROVIDED  FURTHER  THAT ANY ACTION BY  PURCHASER  FOR
SPECIFIC  PERFORMANCE  MUST BE  FILED,  IF AT ALL,  WITHIN  THIRTY  (30) DAYS OF
SELLER'S DEFAULT,  AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A
WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY.  IF PURCHASER SHALL NOT HAVE FILED
AN ACTION FOR SPECIFIC  PERFORMANCE WITHIN THE AFOREMENTIONED  TIME PERIOD OR SO
NOTIFIED  SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT,  PURCHASER'S  SOLE
REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE.

               9.2 PURCHASER DEFAULTS.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH IN SECTION  9.1,  IN THE EVENT THE  TRANSACTION  CONTEMPLATED  BY THIS
AGREEMENT  SHALL NOT CLOSE ON ACCOUNT OF PURCHASER'S  DEFAULT  RESULTING  SOLELY
FROM PURCHASER'S FAILURE TO DEPOSIT OR OTHERWISE PAY THE PURCHASE PRICE PRIOR TO
THE  SCHEDULED  CLOSING  DATE,  THEN  THIS  AGREEMENT  SHALL  TERMINATE  AND THE
RETENTION OF THE DEPOSIT SHALL BE SELLER'S SOLE AND EXCLUSIVE  REMEDY UNDER THIS
AGREEMENT FOR SUCH A DEFAULT,  SUBJECT TO THE  PROVISIONS OF THIS AGREEMENT THAT
EXPRESSLY  SURVIVE THE CLOSING OR A  TERMINATION  OF THIS  AGREEMENT;  PROVIDED,
HOWEVER,  NOTHING IN THIS AGREEMENT  SHALL BE CONSTRUED TO LIMIT SELLER'S RIGHTS
OR  DAMAGES  UNDER ANY  INDEMNITIES  GIVEN BY  PURCHASER  TO SELLER  UNDER  THIS
AGREEMENT.  IN CONNECTION WITH THE FOREGOING,  THE PARTIES RECOGNIZE THAT SELLER
WILL INCUR  EXPENSE IN  CONNECTION  WITH THE  TRANSACTION  CONTEMPLATED  BY THIS
AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET;  FURTHER,  THAT
IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT
TO SELLER CAUSED BY THE BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE
OF THE  CONSUMMATION  OF THE  TRANSACTION  CONTEMPLATED BY THIS AGREEMENT OR THE
AMOUNT OF COMPENSATION  SELLER SHOULD RECEIVE AS A RESULT OF PURCHASER'S  BREACH
OR DEFAULT.

                                       19
<PAGE>

               IN PLACING  THEIR  INITIALS  AT THE PLACES  PROVIDED,  EACH PARTY
SPECIFICALLY  CONFIRMS  THE ACCURACY OF THE  STATEMENTS  MADE ABOVE AND THE FACT
THAT EACH PARTY WAS  REPRESENTED  BY COUNSEL WHO EXPLAINED THE  CONSEQUENCES  OF
THIS  LIQUIDATED  DAMAGES  PROVISION AT THE TIME THIS  AGREEMENT  WAS MADE.  THE
PAYMENT OF SUCH AMOUNT AS LIQUIDATED  DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY  WITHIN THE MEANING OF CALIFORNIA  CIVIL CODE SECTIONS 3275 OR 3369, BUT
IS INTENDED TO CONSTITUTE  LIQUIDATED  DAMAGES TO SELLER  PURSUANT TO CALIFORNIA
CIVIL CODE SECTIONS 1671, 1676 AND 1677. UPON SUCH A DEFAULT BY PURCHASER,  THIS
AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR
OBLIGATIONS  HEREUNDER,  EACH TO THE  OTHER,  EXCEPT  FOR THE RIGHT OF SELLER TO
COLLECT SUCH LIQUIDATED  DAMAGES FROM PURCHASER AND THE  INDEMNIFICATION  RIGHTS
SET  FORTH  IN  SECTION  8 OF THIS  AGREEMENT.  PURCHASER  FURTHER  SPECIFICALLY
ACKNOWLEDGES  AND AGREES  THAT  EXCEPT  FOR  PURCHASER'S  RIGHT TO  SPECIFICALLY
ENFORCE  THIS  AGREEMENT  PURSUANT  TO  SECTION  9.1,  AND TO TAKE  ALL  ACTIONS
NECESSARY AND  APPROPRIATE  THEREWITH,  IT HEREBY WAIVES ANY RIGHT PURCHASER MAY
HAVE TO SEEK DECLARATORY AND/OR INJUNCTIVE RELIEF AND/OR EQUITABLE RELIEF, OR TO
RECORD A NOTICE OF THIS AGREEMENT OR ANY RIGHTS PURCHASER MAY HAVE HEREUNDER, OR
TO RECORD OR FILE A NOTICE OF PENDENCY OF ANY ACTION OR  PROCEEDINGS  TO ENFORCE
THIS AGREEMENT.

     Seller:                                         Purchaser:
     -------                                         ----------
    Initial here:  _________                            Initial here:__________

               9.3  Disposition  of  Deposit.   In  the  event  the  transaction
contemplated  by this Agreement  shall close,  the Deposit shall be applied as a
partial payment of the Purchase Price.

         10.      Intentionally Omitted.

         11.      Miscellaneous.

               11.1 Brokers.

               11.1.1  Except  as  provided  in  Section  11.1.2  below,  Seller
represents and warrants to Purchaser,  and Purchaser  represents and warrants to
Seller,  that no broker or finder has been involved in connection  with the sale
contemplated  under  this  Agreement  other  than  Sonnenblick-Eichner   Company
("Seller's Broker") and John Burnham Company ("Purchaser's  Broker"), and Seller
has agreed to pay a brokerage commission to Sonnenblick-Eichner Company pursuant
to a separate written agreement  between Seller and Seller's Broker,  and Seller
agrees pay to  Purchaser's  Broker a  brokerage  commission  at Closing  through
Escrow  an  amount  of  four  hundred   thousand  dollars   ($400,000.00)   (the
"Purchaser's  Broker Fee"). In the event of a claim for broker's or finder's fee
or commissions in connection with the sale contemplated by this Agreement, other
than  that  by  Sonnenblick-Eichner   Company  or  Purchaser's  Broker  for  the
Purchaser's  Broker Fee, then Seller shall  indemnify,  defend and hold harmless
Purchaser  from the same if it shall be based upon any  statement  or  agreement
alleged to have been made by Seller,  and Purchaser shall indemnify,  defend and
hold  harmless  Seller from the same if it shall be based upon any  statement or
agreement  alleged  to  have  been  made  by  Purchaser.   The   indemnification
obligations under this Section 11.1.1 shall survive the Closing or a termination
of this Agreement.

                                       20
<PAGE>

               Section  11.1.1  hereof  is not  intended  to  apply  to  leasing
commissions incurred in accordance with this Agreement.

               11.1.2 Seller and  Purchaser  hereby  acknowledge  as a matter of
disclosure  only that Mark S. Schmidt and  Christine  Handley are licensed  real
estate brokers in the State of California,  and agree that  notwithstanding  the
foregoing,  neither Mark S. Schmidt nor Christine Handley has any right or claim
to any  broker's or  finder's  fee or  commission  in  connection  with the sale
contemplated by this Agreement.

               11.2 Limitation of Liability.

               11.2.1 Notwithstanding anything to the contrary contained in this
Agreement or any documents  executed in connection  herewith,  if the Closing of
the  transaction  contemplated  hereunder  shall have  occurred,  the  aggregate
liability   of  Seller   arising   pursuant  to  or  in   connection   with  the
representations,  warranties,  indemnifications,  covenants or other obligations
(whether  express or implied) of Seller under this Agreement (or any document or
certificate  executed or delivered in connection  herewith) shall not exceed Two
Million Dollars  ($2,000,000.00)  (the "Monetary  Limitation Of Liability"),  it
being  understood and agreed that any action for damages must be brought,  if at
all, prior to the date that is the sixth (6th) month  anniversary of the Closing
(and, in the event any such suit is timely commenced,  shall survive  thereafter
only insofar as the subject matter of the alleged breach  specified in such suit
is concerned) (the "Limitation Of The Filing of Claims").

               11.2.2 Except as provided hereinbelow, no shareholder or agent of
Seller,  nor any Seller  Related  Parties,  shall have any  personal  liability,
directly  or  indirectly,  under or in  connection  with this  Agreement  or any
agreement  made or entered  into under or  pursuant  to the  provisions  of this
Agreement,  or any amendment or  amendments to any of the foregoing  made at any
time or times,  heretofore or hereafter,  and Purchaser and its  successors  and
assigns and,  without  limitation,  all other persons and  entities,  shall look
solely to Seller's  assets for the payment of any claim or for any  performance,
and Purchaser, on behalf of itself and its successors and assigns, hereby waives
any and all such personal liability.  Notwithstanding the foregoing, but subject
to the Monetary  Limitation Of Liability  above,  the shareholders of Seller and
Seller  Related  Parties  shall be  liable  for any  damages  against  Seller in
connection  with  this  Agreement  to  the  extent  the  assets  of  Seller  are
insufficient to pay for any such damage award, provided, that such parties shall
only be liable to the extent of any  distributions of cash or assets received by
such parties from Seller  resulting  from the sale of the Property  contemplated
herein.

               11.2.3 The  provisions  of this  Section  11.2 shall  survive the
Closing or a termination of this Agreement.

               11.3  Exhibits;  Entire  Agreement;  Modification.  All  exhibits
attached and referred to in this Agreement are hereby  incorporated herein as if
fully set forth in (and shall be deemed to be a part of ) this  Agreement.  This
Agreement  contains  the entire  agreement  between the parties  respecting  the
matters herein set forth and supersedes any and all prior agreements between the
parties hereto  respecting  such matters.  This Agreement may not be modified or
amended except by written agreement signed by both parties.

                                       21
<PAGE>

               11.4 Business Days.  Whenever any action must be taken (including
the giving of notice or the delivery of documents) under this Agreement during a
certain  period of time (or by a  particular  date)  that ends (or  occurs) on a
non-Business  Day,  then such period (or date) shall be extended  until the next
succeeding Business Day. As used herein, the term "Business Day" shall be deemed
to mean any day, other than a Saturday or Sunday,  on which  commercial banks in
the  State  of New  York or in the  State  of  California  are not  required  or
authorized to be closed for business.

               11.5  Interpretation.  Section  headings  shall  not be  used  in
construing  this  Agreement.  Each  party  acknowledges  that such party and its
counsel,  after negotiation and consultation,  have reviewed this Agreement.  As
such, the terms of this Agreement  shall be fairly  construed and the usual rule
of  construction,  to wit, that ambiguities in this Agreement should be resolved
against the drafting party,  shall not be employed in the interpretation of this
Agreement  or any  amendments,  modifications  or  exhibits  hereto or  thereto.
Whenever  the  words  "including",  "include"  or  "includes"  are  used in this
Agreement,  they  shall be  interpreted  in a  non-exclusive  manner.  Except as
otherwise indicated,  all Exhibit and Section references in this Agreement shall
be deemed to refer to the Exhibits and Sections in this Agreement.

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

               11.7 Successors and Assigns. Purchaser may not assign or transfer
its rights or obligations under this Agreement without the prior written consent
of the Seller,  which  consent may be given or withheld in the sole and absolute
discretion of Seller;  provided that,  Purchaser may assign this Agreement to an
entity to be formed  prior to or at  Closing in which  Purchaser  shall own at a
least a fifty-one percent (51%) controlling  interest, it being anticipated that
a  minority  owner  of such  entity  will be Reidy  Creek  Apartments,  Inc.,  a
California corporation, an entity owned and controlled by Christine Handley; and
provided  further  that,  in the event of such an  assignment  or transfer,  the
transferee shall assume in writing all of the transferor's obligations hereunder
(but  Purchaser  or  any  subsequent  transferor  shall  not  be  released  from
obligations  hereunder).  Notwithstanding and without limiting the foregoing, no
consent given by Seller to any transfer or assignment of  Purchaser's  rights or
obligations  hereunder  shall be deemed  to  constitute  a consent  to any other
transfer or assignment of  Purchaser's  rights or  obligations  hereunder and no
transfer or assignment in violation of the  provisions  hereof shall be valid or
enforceable.  Subject  to the  foregoing,  this  Agreement  and  the  terms  and
provisions  hereof  shall  inure  to the  benefit  of and be  binding  upon  the
successors and assigns of the parties.

               11.8 Notices. All notices, requests or other communications which
may be or are required to be given, served or sent by either party hereto to the
other shall be deemed to have been  properly  given,  if in writing and shall be
deemed  received  (a) upon  delivery,  if  delivered  in person or by  facsimile
transmission,    with   receipt   thereof   confirmed   by   printed   facsimile
acknowledgment,  (b) one (1) Business Day after having been  deposited  for next
day overnight  delivery with any reputable  overnight  courier  service,  or (c)
three (3) Business  Days after having been  deposited in any post office or mail
depository  regularly  maintained by the United States Postal Office and sent by
registered or certified mail,  postage paid,  return receipt  requested,  and in
each case, addressed as follows:

                                       22
<PAGE>

                           To Seller:

                           UCV, L.P.
                           7415 Carroll Road, Suite C
                           San Diego, California 921216
                           Attention:       Mr. Steven Whitman, CFO
                           Facsimile:       (858) 408-0370
                           Telephone:       (858) 408-0364

                           With a Copy To:

                           Dion-Kindem & Crockett
                           21271 Burbank Boulevard, Suite 100
                           Woodland Hills, California 91367
                           Attention:       William E. Crockett, Esq.
                           Facsimile:       (818) 676-0246
                           Telephone:       (818) 883-4400

                           With a Copy To:

                           Olmstead, Cramer & Pizzuto, a law corporation
                           401 West A Street, Suite 2300
                           San Diego, California  92101
                           Attention:       Tyler Cramer, Esq.
                           Facsimile:       (619) 236-1125
                           Telephone:       (619) 232-1042

                           To Purchaser:

                           Mark Schmidt Living Trust
                           10731 Treena Street, Suite 200
                           San Diego, CA 92131
                           Attention:       Mark Schmidt
                           Facsimile:       (858) 271-8629
                           Telephone:       (858) 271-0582

                           With a Copy To:

                           John Smaha
                           Smaha & Daley
                           7860 Mission Center Court, Suite 100
                           San Diego, California 92108
                           Attention:       John L. Smaha
                           Facsimile:       (619) 688-1558
                           Telephone:       (619) 688-1557

                                       23
<PAGE>

               11.9 Third Parties. Nothing in this Agreement,  whether expressed
or implied,  is intended to confer any rights or remedies  under or by reason of
this  Agreement  upon any other person  other than the parties  hereto and their
respective  permitted  successors and assigns, nor is anything in this Agreement
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons to any party to this  Agreement,  nor shall any provision give any third
parties  any right of  subrogation  or action  over or against any party to this
Agreement. This Agreement is not intended to and does not create any third party
beneficiary rights whatsoever.

               11.10 Legal Costs.  The parties  hereto agree that they shall pay
directly any and all legal costs which they have incurred on their own behalf in
the preparation of this Agreement,  all deeds and other agreements pertaining to
this  transaction,  and that such legal  costs  shall not be part of the closing
costs.

               11.11 Counterparts. This Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same document.

               11.12  Effectiveness.  In  no  event  shall  any  draft  of  this
Agreement  create any  obligation or liability,  it being  understood  that this
Agreement shall be effective and binding only when a counterpart hereof has been
executed and delivered by each party hereto.

               11.13 No Implied Waivers.  No failure or delay of either party in
the exercise of any right or remedy given to such party  hereunder or the waiver
by any  party  of any  condition  hereunder  for its  benefit  (unless  the time
specified  in this  Agreement  for exercise of such right or remedy has expired)
shall  constitute a waiver of any other or further right or remedy nor shall any
single or  partial  exercise  of any right or remedy  preclude  other or further
exercise thereof or any other right or remedy.  No waiver by either party of any
breach  hereunder  or failure or refusal by the other  party to comply  with its
obligations shall be deemed a waiver of any other or subsequent breach,  failure
or refusal to so comply.

               11.14  Discharge  of Seller's  Obligations.  Except as  otherwise
expressly provided in this Agreement,  Purchaser's  acceptance of the Deed shall
be deemed a discharge of all of the  obligations of Seller  hereunder and all of
Seller's representations, warranties, covenants and agreements in this Agreement
shall merge in the  documents and  agreements  executed at the Closing and shall
not survive the Closing,  except and to the extent that, pursuant to the express
provisions of this Agreement, any of such representations, warranties, covenants
or agreements are to survive the Closing.

               11.15 No  Recordation.  Neither this Agreement nor any memorandum
thereof shall be recorded and any attempted recordation hereof shall be void and
shall constitute a default hereunder.

               11.16 Unenforceability. If all or any portion of any provision of
this  Agreement  shall be held to be invalid,  illegal or  unenforceable  in any
respect, then such invalidity,  illegality or unenforceability  shall not affect
any other provision hereof, and such provision shall be limited and construed as
if such invalid,  illegal or unenforceable provision or portion thereof were not
contained  herein unless doing so would  materially and adversely affect a party
or the benefits that such party is entitled to receive under this Agreement.

                                       24
<PAGE>

               11.17 WAIVER OF TRIAL BY JURY.  SELLER AND PURCHASER HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT
OR CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS AGREEMENT.


                  [Remainder of Page Intentionally Left Blank]


                                       25
<PAGE>







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

                                SELLER:


                                UCV, L.P., a California limited partnership

                                By:      UCVNV, Inc., a Nevada corporation,
                                         its general partner



                                         By:      _______________________
                                                  Name:    Harold S. Elkan
                                                  Title:   President

               [Signatures continue and end on the next page.]



                                       26
<PAGE>



                             PURCHASER:


                             Mark S. Schmidt Living Trust udt 2/5/92





                             By:  _____________________________________
                                      Mark S. Schmidt, Trustee









                                       27
<PAGE>




                                       A-1


                                    EXHIBIT A




LAND  REFERRED TO HEREIN IS SITUATED IN THE STATE OF  CALIFORNIA,  COUNTY OF SAN
DIEGO AND IS DESCRIBED AS FOLLOWS:

LOTS I THROUGH 4, INCLUSIVE OF UNIVERSITY CITY UNIT 9, IN THE CITY OF SAN DIEGO,
COUNTY OF SAN DIEGO,  STATE OF  CALIFORNIA,  ACCORDING  TO MAP THEREOF NO. 5100,
FILED IN THE OFFICE OF THE COUNTY  RECORDER OF SAN DIEGO  COUNTY,  DECEMBER  21,
1962.

EXCEPTING THE SOUTHERLY 15.00 FEET OF SAID LOT 3.


APN:            348-200-01
                348-200-02
                348-200-04
                348-200-07
                348-200-08



A-1
<PAGE>







                                       B-1

                                    EXHIBIT B

                        (Additional Exceptions to Title)


               1. The Resource Protection  Ordinance/Conditional  Use Permit No.
98-0408 recorded as of __________________,  as instrument no. _________________,
in the official records of the County of San Diego, State of California, and all
amendments thereto (the "CUP").

               2. The University Community Plan, prepared jointly by the city of
San Diego  Planning  Department  and the University  Community  Planning  Group,
approved by the City Planning  Commission  on December 18, 1986,  adopted by the
San Diego City  Council on July 7, 1987,  and all  revisions,  modifications  or
amendments  referenced therein or incorporated by reference  therein,  including
but not limited to the Community Plan  Amendment  approved by the San Diego City
Counsel on October 3, 2002 (the "Revised Plan").

B-1
<PAGE>

                                    C-1


                                    EXHIBIT C

                                     (Deed)

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

================================
--------------------------------


MAIL TAX STATEMENTS TO:

================================
--------------------------------


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

                   (Space Above this Line for Recorder's Use)


                   Documentary Transfer Tax is $_____________
                             APN __________________

                                   GRANT DEED



                  FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, UCV, L.P., a California limited partnership ("Grantor"), hereby
grants to _____________________________, a _______________________, having an
address at _________________________________________________ ("Grantee"), the
real property situated in the County of San Diego, State of California, and more
particularly described on Exhibit A annexed hereto and made a part hereof.




C-1
<PAGE>


IN WITNESS WHEREOF,  the Grantor has executed this Grant Deed as of the ____ day
of ________, 2003.



                  GRANTOR:


                  UCV, L.P., a California limited partnership

                  By:      UCVNV, Inc., a Nevada corporation,
                           its general partner



                           By:      _______________________
                                    Name:    Harold S. Elkan
                                    Title:   President




STATE OF CALIFORNIA                 }
COUNTY OF                           } S.S.

On  ________________________________________  before me, the undersigned  notary
public in and for said state,  personally  appeared,  personally known to me (or
proved to me on the basis of  satisfactory  evidence) to be the person(s)  whose
name(s) is/are  subscribed to the within  instrument and acknowledged to me that
he/she/they  executed the same in his/her/their  authorized  capacity(ies),  and
that by  his/her/their  signature(s)  on the instrument  the  person(s),  or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.



Signature_____________________________________________ (SEAL)





C-2
<PAGE>




                                       D-1

                                    EXHIBIT D

                                    (Leases)



D-1
<PAGE>


                                    EXHIBIT E

                       BILL OF SALE AND GENERAL ASSIGNMENT

THIS BILL OF SALE AND GENERAL  ASSIGNMENT (this  "Assignment") is executed as of
the  ____  day of  _____________,  2003  by  UCV,  L.P.,  a  California  limited
partnership,  having  an  address  at 7415  Carroll  Road,  Suite C, San  Diego,
California  92121  ("Assignor")  in  favor of  _____________________________,  a
_______________________,,          having         an          address         at
_________________________________________________ ("Assignee").

WHEREAS, Assignee is this day purchasing from Assignor and Assignor is conveying
to Assignee the Property (as such term is described in that certain  Contract of
Sale dated as of ____________________ between Assignor and Assignee).

WHEREAS,  Assignor desires to assign, transfer,  setover and deliver to Assignee
all of  Assignor's  rights,  if  any,  in and  for  all  furnishings,  fixtures,
fittings,  appliances,  apparatus,  equipment,  machinery  and  other  items  of
personal  property,  if any, affixed or attached to, or placed or situated upon,
the Property,  and the following  incidental rights and  appurtenances  relating
thereto (collectively, the "Assigned Properties"):

A. To the extent assignable  without third party consents or any cost or expense
to  Assignor,  all of  Assignor's  right,  title and interest in and to all use,
occupancy,  building and  operating  permits,  licenses,  approvals,  documents,
instruments,  if any,  issued from time to time with  respect to the Property or
the Assigned Properties;  provided,  however, if any such assignment may be made
at an additional cost or expense, Assignor shall assign all of Assignor's right,
title  and  interest  therein  if and to the  extent  Assignee  shall  pay  such
additional cost or expense; and

B. All of  Assignor's  right,  title and  interest  in and to all  existing  and
assignable  guaranties and warranties  (express or implied),  if any,  issued in
connection with the  construction,  alteration and repair of the Property and/or
the purchase, installation and the repair of the Assigned Properties.

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Assignor hereby assigns, transfers, sets over and delivers to
Assignee, its successors and assigns, all of Assignor's right, title and
interest, if any, in and to the Assigned Properties.

         2. This Assignment is made without warranty, representation, or
guaranty by, or recourse against Assignor of any kind whatsoever.

         3. This Assignment may be executed in any number of counterparts, each
of which may be executed by any one or more of the parties hereto, but all of
which shall constitute one and the same instrument, and shall be binding and
effective when all parties hereto have executed and delivered at least one
counterpart.

E-1
<PAGE>

         4. The terms and provisions of this Assignment shall be binding upon
and inure to the benefit of the respective parties hereto, and their respective
successors and assigns.

         IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly
executed as of the day and year first written above.

                  ASSIGNOR:

                         UCV, L.P., a California limited partnership

                         By:      UCVNV, Inc., a Nevada corporation,
                                  its general partner



                                  By:      _______________________
                                           Name:    Harold S. Elkan
                                           Title:   President

E-2
<PAGE>




                                    EXHIBIT F

                       CERTIFICATION OF NON-FOREIGN STATUS

         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 the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by UCV, L.P., a California
limited partnership (the "Company"), the undersigned hereby certifies the
following on behalf of the Company that:

         1. The Company 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. The U.S. Federal Identification Number of the Company is
______________; and

         3. The address of the Company is: 7415 Carroll Road, Suite C, San
Diego, California 92121.

         The Company 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 penalties of perjury the undersigned declares that the
undersigned has examined this certification and to the best of his knowledge and
belief it is true, correct and complete, and the undersigned further declares
that he has authority to sign this document on behalf of the Company.

Dated:  ________________, 2003

                     COMPANY:


                     UCV, L.P., a California limited partnership

                     By:      UCVNV, Inc., a Nevada corporation,
                              its general partner



                              By:      _______________________
                                       Name:    Harold S. Elkan
                                       Title:   President

F-1
<PAGE>



                                    EXHIBIT G

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS

         THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment") is
executed as of the ____ day of _________, 2003, by and between UCV, L.P., a
California limited partnership, having an address at 7415 Carroll Road, Suite C,
San Diego, California 92121 ("Assignor") and _____________________________, a
_______________________,, having an address at _________________________________
("Assignee").

         WHEREAS, Assignee is this day purchasing from Assignor and Assignor is
conveying to Assignee the Property (as such term is described in that certain
Contract of Sale dated as of ___________, 2003 between Assignor and Assignee).

         WHEREAS, in connection with its ownership and management of the
Property, Assignor has entered into those certain maintenance, service and
supply contracts and equipment leases, in effect on the date hereof, listed and
described on Exhibit A annexed hereto and made a part hereof (collectively, the
"Contracts").

         WHEREAS, Assignor desires to transfer and assign to Assignee, and
Assignee desires to assume as herein provided, all of Assignor's right, title
and interest in and to the Contracts.

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Assignor hereby transfers and assigns to Assignee all right, title
and interest of Assignor in and to the Contracts.

         2. This Assignment shall constitute a direction and full authority to
any person or entity that is a party to any of the Contracts to perform its
obligation under the Contracts for the benefit of Assignee without further proof
to any such party of the assignment to Assignee of the Contracts.

         3. Assignee hereby affirmatively and unconditionally assumes all of the
obligations and liabilities of Assignor under the Contracts arising from and
after the date hereof.

         4. This Assignment is made without warranty, representation, or
guaranty by, or recourse against Assignor of any kind whatsoever. Assignee shall
be liable for and Assignee hereby indemnifies and holds harmless Assignor and
any agent, advisor, representative, affiliate, employee, director, partner,
member, beneficiary, investor, servant, shareholder, trustee or other person or
entity acting on Assignor's behalf or otherwise related to or affiliated with
Assignor (collectively, "Assignor Related Parties") against all claims, losses,
damages, liabilities, costs, expenses (including reasonable attorneys' fees and
disbursements) and charges Assignor or any Assignor Related Party may incur or
suffer as a result of or which arises (directly or indirectly) out of the
assumption by Assignee of the obligations or liabilities assumed by Assignee
hereunder.

G-1
<PAGE>

         5. This Assignment may be executed in any number of counterparts, each
of which may be executed by any one or more of the parties hereto, but all of
which shall constitute one and the same instrument, and shall be binding and
effective when all parties hereto have executed and delivered at least one
counterpart.

         6. The terms and provisions of this Assignment shall be binding upon
and inure to the benefit of the respective parties hereto, and their respective
successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this
Assignment to be duly executed as of the day and year first written above.

                         ASSIGNOR:


                         UCV, L.P., a California limited partnership

                         By:      UCVNV, Inc., a Nevada corporation,
                                  its general partner

                                  By:      _______________________
                                           Name:    Harold S. Elkan
                                           Title:   President

                         ASSIGNEE:





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

I-2
<PAGE>



                                       G-3


                                    EXHIBIT A

                                   (Contracts)


G-3
<PAGE>



                                       H-1

                                    EXHIBIT H

                             (Capital Expenditures)




H-1
<PAGE>



                                       I-1

                                    EXHIBIT I

                             (Form of Tenant Notice)

____ _, 2003

By Certified Mail -
Return Receipt Requested

=======================
=======================

Re:      Lease      (the      "Lease")      dated       __________       between
_________________________________    ("Landlord")   and   ______________________
encumbering certain real property known as _______________________,  __________,
__________ (the "Property")

Ladies and Gentlemen:

Please be advised that (1) Landlord has conveyed all of its right, title and
interest in and to the Property, including its interest as landlord under the
Lease, to _____________________________ ("Purchaser"), and (2) Purchaser has
assumed Landlord's obligations under the Lease.

Accordingly, effective as of the date hereof, you are hereby notified and
directed to deliver all future rent and additional rent payments due under the
Lease, and any notices, inquiries or requests relating thereto, to Purchaser at:



In addition, all security deposits held by Landlord, if any, together with any
interest earned thereon, have been transferred to Purchaser.

                                  Very truly yours,

                                  UCV, L.P., a California limited partnership

                                  By:      UCVNV, Inc., a Nevada corporation,
                                           its general partner



                                           By:      _______________________
                                                    Name:    Harold S. Elkan
                                                    Title:   President

I-1
<PAGE>



                                       J-1

                                    EXHIBIT J

                                   (Contracts)


J-1
<PAGE>



                                       K-1

                                    EXHIBIT K

                              (Property Insurance)


  Policy No.          Insurer               Term       Premium    Description

CAL 0002501-01     Caliber One
                      Indemnity Company  4/16/2002 to   $82,600  General liab
                                          4/16/2003

XEK-000-9680-1659  Fireman's Fund        5/1/2002 to    $17,500  Excess Liab
                                          4/16/2003

K2HD406096         Royal & Sunalliance   4/16/2002 to  $127,500  Property
                                          4/16/2003

1631434-03         State Compensation
                         Insurance Fund  1/1/2003 to    To be    Workers Comp
                                          12/31/2003    billed


K-1
<PAGE>





                                    EXHIBIT L

                             (Intentionally Deleted)


L-1
<PAGE>


                                    EXHIBIT M

                       ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this  "Assignment")  is executed as of
the ____ day of __________,  2003 by and between UCV, L.P., a California limited
partnership,  having  an  address  at 7415  Carroll  Road,  Suite C, San  Diego,
California    92121    ("Assignor")   and    _____________________________,    a
_______________________,,          having         an          address         at
_________________________________________________ ("Assignee").

WHEREAS, Assignee is this day purchasing from Assignor and Assignor is conveying
to Assignee the Property (as such term is described in that certain  Contract of
Sale dated as of __________________________ between Assignor and Assignee).

WHEREAS,  the Property is encumbered by those  certain  tenants (the  "Tenants")
occupying  space  under the  leases  listed and  described  on Exhibit A annexed
hereto and made a part hereof (collectively, the "Tenant Leases").

WHEREAS,  Assignor  desires to transfer  and assign to  Assignee,  and  Assignee
desires  to  assume as  provided  herein,  all of  Assignor's  right,  title and
interest in and to the Tenant Leases.

NOW,  THEREFORE,  in  consideration  of Ten Dollars  ($10.00) and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1. Assignor hereby transfers and assigns to Assignee all right, title and
interest of Assignor in and to the Tenant Leases.

2. Assignee hereby affirmatively and unconditionally assumes all of Assignor's
obligations and liabilities under the Tenant Leases arising from and after the
date hereof.

3. This Assignment is made without warranty, representation, or guaranty by, or
recourse against Assignor of any kind whatsoever. Assignee shall be liable for
and Assignee hereby indemnifies and holds harmless Assignor and any agent,
advisor, representative, affiliate, employee, director, partner, member,
beneficiary, investor, servant, shareholder, trustee or other person or entity
acting on Assignor's behalf or otherwise related to or affiliated with Assignor
(collectively, "Assignor Related Parties") against all claims, losses, damages,
liabilities, costs, expenses (including reasonable attorneys' fees and
disbursements) and charges Assignor or any Assignor Related Party may incur or
suffer as a result of or which arises (directly or indirectly) out of the
assumption by Assignee of the obligations or liabilities assumed by Assignee
hereunder.

4. This Assignment may be executed in any number of counterparts, each of which
may be executed by any one or more of the parties hereto, but all of which shall
constitute one and the same instrument, and shall be binding and effective when
all parties hereto have executed and delivered at least one counterpart.

5. The terms and provisions of this Assignment shall be binding upon and inure
to the benefit of the respective parties hereto, and their respective successors
and assigns.

M-2
<PAGE>

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

                    ASSIGNOR:

                    UCV, L.P., a California limited partnership

                    By:      UCVNV, Inc., a Nevada corporation,
                             its general partner



                             By:      _______________________
                                      Name:    Harold S. Elkan
                                      Title:   President



                    ASSIGNEE:





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




M-3
<PAGE>


                                       M-4

                                    EXHIBIT A

                                (List of Leases)



M-4