<PAGE>

                                                                    EXHIBIT 10.1

                         AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") between NNN VF INTERWOOD, LP, a Texas limited partnership
("Seller"), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company
("Buyer"), is made and entered into as of the later of (i) the date this
Agreement is executed by Seller and (ii) the date this Agreement is executed by
Buyer (the "Effective Date"), with reference to the following facts:

     A.   Seller owns certain real property located in Harris County, Texas and
          more specifically described in Exhibit A attached hereto (the "Land"),
          commonly known as the Offices at Interwood and such other assets, as
          the same are herein described.

     B.   Subject to the terms and conditions in this Agreement, Seller desires
          to sell to Buyer and Buyer desires to purchase from Seller the Land
          and the associated assets.

NOW, THEREFORE, in consideration of the mutual covenants, premises and
agreements herein contained, the parties hereto do hereby agree as follows:

1.   Purchase and Sale.

     The purchase and sale includes, and at Closing (hereinafter defined) Seller
     shall sell, assign, grant and transfer to Buyer, all of Seller's right and
     title, estate interest in and to all of the following (hereinafter
     sometimes collectively, the "Property"):

     1.1  The Land, described on Exhibit A attached hereto, together with all
          structures, buildings, improvements, machinery, fixtures, and
          equipment affixed or attached to the Land and all easements and rights
          appurtenant thereto, including: (i) all easements, privileges and
          rights belonging or in any way appurtenant to the Land, (ii) any land
          lying in the bed of any street, road, alley or right-of-way, open or
          closed, adjacent to or abutting the Land, and (iii) any and all air
          rights, subsurface rights, development rights, and water rights
          permitting to the Land (all of the foregoing being collectively
          referred to herein as the "Land");

     1.2  All leases (the "Leases"), including associated amendments, with all
          persons ("Tenants") leasing the Real Property or any part thereof or
          hereafter entered into in accordance with the terms hereof prior to
          Closing, together with all security deposits, other deposits held in
          connection with the Leases, and all of Seller's right, title and
          interest in and to all guarantees, letters of credit and other similar
          credit enhancements providing additional security for such Leases;


                                        1

<PAGE>

     1.3  All tangible and intangible personal property owned by Seller located
          on or used in connection with the Real Property, including,
          specifically, without limitation, all sculptures, paintings and other
          artwork, all equipment, furniture, tools and supplies, all plans and
          specifications and other architectural and engineering drawings, if
          any, with respect to the Land and the Improvements, and any other
          personal property and all related intangibles as are owned by Seller
          and currently located in, on or about or are used for the operation,
          maintenance, administration or repair of the Real Property, including
          Seller's interest, if any, in the common name of the Real Property
          (the "Personal Property");

     1.4  All service contracts, agreements, warranties and guaranties relating
          to the operation of the Property as of the Effective Date, to the
          extent assignable, and any other service and operating agreements
          pertaining to the Property that are entered into by Seller after the
          date of this Agreement and prior to the Closing in accordance with the
          terms of this Agreement, in each case to the extent approved by Buyer
          in accordance with this Agreement (collectively, the "Contracts");
          provided, however, any Contracts not so approved by Buyer shall be
          terminated by Seller, at Buyer's expense, on or before the Closing;
          and

     1.5  To the extent transferable, all building permits, certificates of
          occupancy and other certificates, permits, consents, authorizations,
          variances or waivers, dedications, subdivision maps, licenses and
          approvals from any governmental or quasi-governmental agency,
          department, board, commission, bureau or other entity or
          instrumentality relating to the Property (the "Permits").

2.   Purchase Price.

     Subject to the charges, prorations and other adjustments set forth in this
     Agreement, the total Purchase Price of the Property shall be Eleven Million
     and No/100 Dollars ($11,000,000.00) ("Purchase Price") payable as follows:

     2.1  Deposit/Further Payments/Down Payment.

          Within three (3) business days of the Effective Date, Buyer shall
          deposit into Escrow the amount of Two Hundred Thousand and No/100
          Dollars ($200,000.00) (the "Deposit"), in the form of a wire transfer
          payable to Fidelity Title Company, 17911 Von Karman Avenue, #275,
          Irvine, CA 92614, Attn: Natalie Vona, Telephone (949) 224-4723, Fax
          (949) 224-4756 ("Escrow Holder"). Escrow Holder shall place the
          Deposit into an interest bearing money market account at a bank or
          other financial institution reasonably satisfactory to Buyer, and
          interest thereon shall be credited to Buyer's account.

     2.2  On or before Closing, Buyer shall deposit into Escrow the balance of
          the Purchase Price, by wire transfer payable to Escrow Holder.


                                        2

<PAGE>

3.   Title to Property.

     During the Inspection Period (hereafter defined) Buyer shall review and
     approve the Title Documents (hereinafter defined) and the Survey
     (hereinafter defined). If the Title Documents or Survey reflect or disclose
     any defect, exception or other matter affecting the Property ("Title
     Defects") that is unacceptable to Buyer, then prior to the expiration of
     the Inspection Period, Buyer shall provide Seller with written notice of
     Buyer's objections. Seller may, at its sole option, elect to cure or remove
     the objections made by Buyer. Should Seller elect to attempt to cure or
     remove the objection, it shall be a condition precedent to Buyer's
     obligation to acquire the Property that Seller cures such title objection
     prior to the Closing. Unless Seller provides written notice to Buyer before
     the expiration of the Inspection Period that Seller intends to cure Buyer's
     title objections, Seller shall be deemed to have elected not to cure or
     remove Buyer's title objections, and Buyer shall be entitled, as Buyer's
     sole and exclusive remedy, either to (i) terminate this Agreement and
     obtain a refund of the Deposit by providing written notice of termination
     to Seller before the end of the Inspection Period and returning the Due
     Diligence Items (hereinafter defined) or (ii) waive the objections and
     close this transaction as otherwise contemplated herein. If Buyer shall
     fail to terminate this Agreement during the Inspection Period, all matters
     shown on the Survey and all matters described in the Title Report, except
     for monetary liens for indebtedness of the Seller and any matters the
     Seller has agreed to cure in writing, shall be deemed "Permitted
     Exceptions."

4.   Due Diligence Items.

     4.1  Seller shall deliver to Buyer each of the following within three
          business days of the Effective Date (together with the items described
          in Section 4.2, collectively, the "Due Diligence Items"):

          4.1.1 Any existing survey of the Property, in Seller's possession (the
               "Survey");

          4.1.2 A current preliminary title report or title commitment (the
               "Title Report") for the issuance of a standard coverage owner's
               policy of title insurance, with standard provisions and
               exceptions (the "Title Policy") to Buyer from the Escrow Holder,
               together with copies of all documents constituting exceptions to
               the title as reflected in the Title Report (collectively referred
               to hereinafter as the "Title Documents");

          4.1.3 A list of all contracts, including service contracts,
               warranties, management, maintenance, leasing commission or other
               agreements affecting the Property, if any, together with copies
               of the same;

          4.1.4 True and correct copies of the real estate and personal property
               tax statements covering the Property or any part thereof for each
               of the two (2) years prior to the current year and, if available,
               for the current year;


                                        3

<PAGE>

          4.1.5 A schedule of all current or pending litigation with respect to
               the Property or any part, thereof, if any;

          4.1.6 Operating statements for the most recent two full calendar years
               and monthly operating statements for the calendar year to date;

          4.1.7 An inventory of all personal property located on the Property,
               used in the maintenance of the Property or stored for future use
               at the Property and an inventory of all furniture and appliances
               used in the units, if any.

     4.2  Seller shall make the following available for inspection by Buyer
          during ordinary business hours at Seller's management office:

          4.2.1 All site plans, leasing plans, as-built plans, drawings,
               environmental, mechanical, electrical, structural, soils and
               similar reports and/or audits and plans and specifications
               relative to the Property in the possession of Seller, if any.

          4.2.2 The tenant files, books and records relating to the ownership
               and operation of the Property.

5.   Inspections.

     5.1  Buyer shall have a temporary non-exclusive license to enter and
          conduct non-invasive feasibility, environmental, and physical studies
          collectively of the Property that Buyer may deem necessary or
          advisable (the "Inspections") at any time during the Inspection
          Period, on the terms set forth in this Article 5. Buyer shall not
          conduct invasive testing of any kind (including without limitation,
          "Phase II" environmental testing without Seller's consent. Buyer's
          right to conduct the Inspections shall be subject to rights of Tenants
          and shall be subject to such conditions as may be reasonably imposed
          by the Seller in order to avoid disruption at the Property.

     5.2  Buyer must arrange all Inspections of the Property with Seller at
          least two (2) business days in advance of any Inspections. Buyer and
          its agents shall maintain equipment and other materials in an orderly
          manner while they are located on the Property and to maintain them in
          locations specified by Seller. Buyer agrees to remove all debris and
          trash resulting from the Inspections on a daily basis and to remove
          all equipment and other materials used by Buyer or its agents as soon
          as the activity for which such equipment and other materials are used
          is completed. Buyer and its agents shall take all appropriate measures
          for the safety of persons and property on the Property and shall
          comply with all applicable legal requirements. Buyer shall restore any
          damage to the Property resulting from the Inspections including but
          not limited to repair of surface openings resulting from tests. Buyer
          shall promptly provide to Seller a copy of all reports and test
          results prepared or furnished in connection with the Inspections.


                                        4

<PAGE>

     5.3  In the event that the Inspections show any fact, matter or condition
          to exist with respect to the Property that is unacceptable to Buyer,
          in Buyer's sole subjective discretion, then Buyer shall be entitled,
          as its sole and exclusive remedy, to (1) terminate this Agreement and
          obtain a refund of the Deposit, or (2) waive the objection, and close
          the transaction as otherwise contemplated herein. Buyer agrees to
          promptly discharge any liens that may be imposed against the Property
          as a result of the Inspections and to defend, indemnify and hold
          Seller harmless from all, claims, suits, losses, costs, expenses
          (including without limitation court costs and attorneys' fees),
          liabilities, judgments and damages incurred by Seller as a result of
          any Inspections.

     5.4  Buyer shall indemnify, save and hold Seller and Seller's officers,
          agents, employees, directors, trustees, invitees, successors, and
          assigns (collectively "Indemnitees") harmless against all losses,
          costs, expenses, liabilities, claims, litigation, demands, proceedings
          and damages (including but not limited to attorney's fees) suffered or
          incurred by Seller or any such Indemnitees arising out of and limited
          to the Inspections, provided that Buyer shall not incur any liability
          due to its discovery, without exacerbation of the condition of any
          Hazardous Materials or other circumstances at the Property. Buyer
          waives any claims against Seller arising out of the Inspections or
          this Agreement other than claims that are solely caused by or solely
          arise from any negligent or willful misconduct of Seller. Buyer hereby
          assume all responsibility for claims against Seller by the
          contractors, subcontractors, employees, and agents of Buyer other than
          claims that are solely caused by or solely arise from Seller's
          negligence or willful misconduct.

     5.5  Buyer shall, during the term of this Agreement and at all times during
          which access is available to it, require its subcontractors and
          agents, to maintain insurance, in form and substance reasonably
          satisfactory to Seller, with insurance companies acceptable to Seller,
          the following insurance: Comprehensive General Liability or Commercial
          General Liability Insurance, with limits of not less than One Million
          Dollars ($1,000,000) combined single limit per occurrence and not less
          than Two Million Dollars ($2,000,000) on a general aggregate basis,
          for bodily injury, death and property damage, and Excess (umbrella)
          liability insurance with liability insurance with limits of not less
          than Five Million Dollars ($5,000,000) per occurrence. Each policy of
          insurance shall name Seller as an additional insured. Further, each
          policy of insurance shall state that such policy is primary and
          noncontributing with any insurance carried by Seller. Such policy
          shall contain a provision that the naming of the additional insured
          shall not negate any right the additional insured would have had as a
          claimant under the policy if not so named and shall contain
          severability of interest and cross-liability clauses. A certificate,
          together with any endorsements to the policy required to evidence the
          coverage which is to be obtained hereunder, shall be delivered to
          Seller prior to entry on the Property. The certificate shall expressly
          provide that no less than thirty (30) days prior written notice shall
          be given Seller in the event of any


                                        5

<PAGE>

          material alteration to or cancellation of the coverages evidenced by
          said certificate. A renewal certificate for each of the policies
          required in this Section shall be delivered to Seller not less than
          thirty (30) days prior to the expiration date of the term of such
          policy. Any policies required by the provisions of this Section may be
          made a part of a blanket policy of insurance with a "per project, per
          location endorsement" so long as such blanket policy contains all of
          the provisions required herein and does not reduce the coverage,
          impair the rights of the other party to this Agreement or negate the
          requirements of this Agreement.

     5.6  During the course of its performance of the Inspections, Buyer will
          acquire knowledge concerning the Property or Seller, or knowledge of
          other matters of a sensitive business nature (collectively,
          "Privileged Information"). Except as described below, neither Buyer
          nor its agents shall disclose to any third party, publicize or suffer
          or permit any of their respective employees to so disclose or
          publicize any such Privileged Information, other than to consultants,
          attorneys and agents as necessary for the Buyer's inspection and
          analysis of the Property. In the event that Buyer believes in good
          faith that it is required by any legal requirement to disclose any
          such Privileged Information, then Buyer shall immediately notify
          Seller of such belief and the reasons for such belief. If Seller
          within 10 days after receipt of such notice, advises the party that
          sent the notice that Seller shall itself disclose the information,
          then Buyer shall not make such disclosure (unless either such party
          reasonably believes that it must disclose such information by law). If
          Buyer reasonably believes that such disclosure is required to be made
          in less than the 10-day period, then the notice to Seller shall so
          state and Seller's time to respond will be reduced accordingly.

     5.7  The obligations of Buyer described in this Article shall survive the
          Closing or any termination of this Agreement.

6.   Approval.

     6.1  Buyer shall have until the date which is thirty (30) days from the
          Effective Date (the "Inspection Period") to approve or disapprove the
          Inspections. If Buyer shall fail to notify Seller and Escrow Holder of
          its disapproval of the Inspections in writing within the Inspection
          Period, the condition of the Property shall be deemed approved. If
          Buyer shall disapprove the Inspections within the Inspection Period,
          this Agreement and the Escrow shall thereupon be terminated. Buyer
          shall not be entitled to purchase the Property, Seller shall not be
          obligated to sell the Property to Buyer and the parties shall be
          relieved of any further obligation to each other with respect to the
          Property, except as provided in Paragraph 5.

     6.2  Notwithstanding anything to the contrary contained herein, Buyer
          hereby agrees that, in the event this Agreement is terminated for any
          reason, then Buyer shall promptly and at its sole expense return to
          Seller all Due Diligence Items which have been delivered by Seller to
          Buyer in connection with the Inspections, along with copies of all
          reports, drawings, plans, studies, summaries, surveys, maps and


                                        6

<PAGE>

          other data prepared by third parties relating to the Property, subject
          to restrictions on Buyer's ability to make any such materials
          available to Seller that are imposed in any agreement with a third
          party consultant preparing any such reports or materials ("Buyer's
          Reports"); provided, however, that delivery of such copies and
          information by Buyer shall be without warranty or representation
          whatsoever, express or implied, including without limitations, any
          warranty or representation as to ownership, accuracy, adequacy or
          completeness thereof or otherwise. Buyer shall cooperate with Seller
          at no expense to Buyer in order to obtain a waiver of any such
          restrictions.

     6.3  Contracts. On or before the end of the Inspection Period, Buyer will
          designate in a written notice to Seller which Contracts Buyer will
          assume and which Contracts must be terminated by Seller at Closing.
          Taking into account any credits or prorations to be made pursuant to
          this Agreement for payments coming due after Closing but accruing
          prior to Closing, Buyer will assume the obligations arising from and
          after the Closing Date under those Contracts which Buyer has
          designated will not be terminated. At Buyer's expense, Seller shall
          terminate at Closing all Contracts that are not so assumed.

7.   Escrow.

     7.1  Opening.

          7.1.1 The purchase and sale of the Property shall be consummated
               through an escrow ("Escrow") to be opened with Escrow Holder
               within two (2) business days after the Effective Date. Escrow
               shall be deemed to be opened as of the date fully executed copies
               (or counterparts) of this Agreement are delivered to Escrow
               Holder by Buyer and Seller ("Opening of Escrow"). This Agreement
               shall be considered as the Escrow instructions between the
               parties, with such further instructions as Escrow Holder shall
               require in order to clarify its duties and responsibilities. If
               Escrow Holder shall require further Escrow instructions, Escrow
               Holder may prepare such instructions on its usual form. Such
               further instructions shall be promptly signed by Buyer and Seller
               and returned to Escrow Holder within three (3) business days of
               receipt thereof. In the event of any conflict between the terms
               and conditions of this Agreement and such further instructions,
               the terms and conditions of this Agreement shall control.

     7.2  Closing.

          7.2.1 Escrow shall close ("Closing") on or before sixty (60) days
               after the Effective Date, or such earlier date as shall be
               mutually agreed to by the parties.


                                        7

<PAGE>

     7.3  Buyer Required to Deliver.

          Buyer shall deliver to Escrow the following:

          7.3.1 Within three (3) days of the Effective Date, the Deposit;

          7.3.2 On or before Closing, the Purchase Price, subject to the closing
               adjustments, credits and prorations contemplated hereby;

          7.3.3 On or before Closing, such other documents as Title Company may
               reasonably require from Buyer in order to issue the Title Policy;

          7.3.4 An original counterpart executed by Buyer of an assignment and
               assumption agreement (the "Assignment and Assumption Agreement")
               in substantially the form attached hereto as Exhibit B, whereby
               Seller assigns and conveys to Buyer all of Seller's right, title
               and interest in and Buyer assumes all of Seller's obligations
               under, the Leases and the Contracts and the Permits;

          7.3.5 A counterpart closing statement (the "Closing Statement")
               setting forth the Purchase Price and all amounts charged against
               Buyer pursuant to Section 7.7 of this Agreement.

     7.4  Seller Required to Deliver.

          On or before Closing, Seller shall deliver to Escrow the following:

          7.4.1 A duly executed and acknowledged special warranty deed,
               conveying fee title to the Property in favor of Buyer (the
               "Deed");

          7.4.2 An executed certificate of non-foreign status;

          7.4.3 A bill of sale of the Personal Property, if any, without
               warranty, in favor of Buyer and duly executed by Seller, in
               substantially the form attached hereto as Exhibit C;

          7.4.4 An original counterpart executed by Seller of the Assignment and
               Assumption Agreement;

          7.4.5 A counterpart Closing Statement setting forth the Purchase Price
               and all amounts charged against Seller pursuant to Section 7.7 of
               this Agreement;

          7.4.6 Such other documents as Title Company may reasonably require
               from Seller in order to issue the Title Policy;


                                        8

<PAGE>

          7.4.7 A letter from Seller addressed to each Tenant informing such
               Tenant of the change in ownership and directing that future rent
               payments be made to Buyer;

          7.4.8 All keys to all buildings and other improvements located on the
               Property, combinations to any safes thereon, and security devices
               therein in Seller's possession;

          7.4.9 All records and files relating to the management or operation of
               the Property, including, without limitation, all insurance
               policies, all security contracts, all tenant files (including
               correspondence), property tax bills, and all calculations used to
               prepare statements of rental increases under the Leases and
               statements of common area charges, insurance, property taxes and
               other charges which are paid by tenants of the Project; and

     7.5  Buyer's Costs.

          Buyer shall pay the following:

          7.5.1 All of Escrow Holder's fees, costs and expenses;

          7.5.2 The cost of recording any documents relating to Buyer's
               financing

          7.5.3 Costs of recording the Deed;

          7.5.4 Title Company's premium for the Title Policy except the basic
               title premium; and

          7.5.5 All other costs customarily borne by Buyers of real property in
               the county in which the Property is situated;

     7.6  Seller's Costs.

          Seller shall pay the following:

          7.6.1 All transfer taxes;

          7.6.2 The basic title premium for the Title Policy; and

          7.6.3 All other costs not itemized above which are customarily borne
               by sellers of real property in the county in which the Property
               is situated.


                                        9

<PAGE>

     7.7  Prorations.

          7.7.1 Items to be Prorated The following shall be prorated between
               Seller and Buyer as of the Closing with the Buyer being deemed
               the owner of the Property as of the Closing:

               (a) Taxes and Assessments All non-delinquent real property taxes,
               assessments and other governmental impositions of any kind or
               nature, including, without limitation, any special assessments or
               similar charges (collectively, "Taxes"), which relate to the tax
               year within which the Closing occurs based upon the actual number
               of days in the tax year. With respect to any portion of the Taxes
               which are payable by any Tenant directly to the authorities, no
               proration or adjustment shall be made. The proration for Taxes
               shall be based upon the most recently issued tax bill for the
               Property, and shall be calculated based upon the maximum early
               payment discount available. The prorations for taxes and
               assessments which are made at Closing shall be final, and not
               subject to reproration after Closing. Upon the Closing, Buyer
               shall be responsible for real estate taxes and assessments on the
               Property payable from and after the Closing. In no event shall
               Seller be charged with or be responsible for any increase in the
               taxes or assessments on the Property resulting from the sale of
               the Property or from any improvements made or leases entered into
               after the Closing. With respect to all periods for which Seller
               has paid Taxes, Seller hereby reserves the right to institute or
               continue any proceeding or proceedings for the reduction of the
               assessed valuation of the Property, and, in its sole discretion,
               to settle the same. Seller shall have sole authority to control
               the progress of, and to make all decisions with respect to, such
               proceedings but shall provide Buyer with copies of all
               communications with the taxing authorities. All net tax refunds
               and credits attributable to any period prior to the Closing which
               Seller has paid or for which Seller has given a credit to Buyer
               shall belong to and be the property of Seller, provided, however,
               that any such refunds and credits that are the property of
               Tenants under Leases shall be promptly remitted by Seller
               directly to such Tenants or to Buyer for the credit of such
               Tenants. All net tax refunds and credits attributable to any
               period subsequent to the Closing shall belong to and be the
               property of Buyer. Buyer agrees to cooperate with Seller in
               connection with the prosecution of any such proceedings and to
               take all steps, whether before or after the Closing, as may be
               necessary to carry out the intention of this subparagraph,
               including the delivery to Seller, upon demand, of any relevant
               books and records, including receipted tax bills and cancelled
               checks used in payment of such taxes, the execution of any and
               all consent or other documents, and the undertaking of any acts
               necessary for the collection of such refund by Seller. Buyer
               agrees that, as a condition to the transfer of the Property by
               Buyer, Buyer will cause any transferee to assume the obligations
               set forth herein.


                                       10

<PAGE>

               (b) Rents Buyer will receive a credit at the Closing for all
               rents collected by Seller prior to the Closing and allocable to
               the period from and after the Closing based upon the actual
               number of days in the month. No credit shall be given the Seller
               for accrued and unpaid rent or any other non-current sums due
               from Tenants until these sums are paid and Seller shall retain
               the right to collect any such rent provided Seller does not sue
               to evict any tenants or terminate any Tenant Leases. Buyer shall
               cooperate with Seller after the Closing to collect any rent under
               the Tenant Leases which has accrued as of the Closing; provided,
               however, Buyer shall not be obligated to sue any Tenants or
               exercise any legal remedies under the Tenant Leases or to incur
               any expense over and above its own regular collection expenses.
               All payments collected from Tenants after the Closing shall first
               be applied to the month in which the Closing occurs, then to any
               rent due to Buyer for the period after Closing and finally to any
               rent due to Seller for the period prior to Closing; provided,
               however, notwithstanding the foregoing, if Seller collects any
               payments from Tenants after Closing through its own collection
               efforts, Seller may first apply such payments to rent due the
               Seller for the period prior to Closing.

               (c) CAM Expenses To the extent that Tenants are reimbursing the
               landlord for common area maintenance and other operating expenses
               (collectively, "CAM Charges"), CAM Charges shall be prorated at
               Closing and again subsequent to Closing, as of the date of
               Closing on a lease-by-lease basis with each party being entitled
               to receive a portion of the CAM Charges payable under each Lease
               for the CAM Lease Year in which Closing occurs, which portion
               shall be equal to the actual CAM Charges incurred during the
               party's respective periods of ownership of the Property during
               the CAM Lease Year. As used herein, the term "CAM Lease Year"
               means the twelve (12) month period as to which annual CAM Charges
               are owed under each Lease. Five (5) days prior to Closing the
               Seller shall submit to Buyer an itemization of its actual CAM
               Charges operating expenses through such date and the amount of
               CAM Charges received by the Seller as of such date, together with
               an estimate of CAM Charges to be incurred to, but not including,
               the Closing. In the event that the Seller has received CAM
               Charges payments in excess of its actual CAM Charges operating
               expenses, the Buyer shall be entitled to receive a credit against
               the Purchase Price for the excess. In the event that the Seller
               has received CAM Charges payments less than its actual CAM
               Charges operating expenses, to the extent that the Leases provide
               for a "true up" at the end of the CAM Lease Year, the Seller
               shall be entitled to receive any deficit but only after the Buyer
               has received any true up payment from the Tenant. Upon receipt by
               either party of any CAM Charge true up payment from a Tenant, the
               party receiving the same shall provide to the other party its
               allocable share of the "true up" payment within five (5) days of
               the receipt thereof.


                                       11

<PAGE>

               (d) Operating Expenses All operating expenses (including all
               charges under the service contracts and agreements assumed by
               Buyer) shall be prorated, and as to each service provider,
               operating expenses payable or paid to such service provider in
               respect to the billing period of such service provider in which
               the Closing occurs (the "Current Billing Period"), shall be
               prorated on a per diem basis based upon the number of days in the
               Current Billing Period prior to the Closing and the number of
               days in the Current Billing Period from and after the Closing,
               and assuming that all charges are incurred uniformly during the
               Current Billing Period. If actual bills for the Current Billing
               Period are unavailable as of the Closing, then such proration
               shall be made on an estimated basis based upon the most recently
               issued bills, subject to readjustment upon receipt of actual
               bills.

               (e) Security Deposits; Prepaid Rents Prepaid rentals and other
               tenant charges and security deposits (including any portion
               thereof which may be designated as prepaid rent) under Tenant
               Leases, if and to the extent that such deposits are in Seller's
               actual possession or control and have not been otherwise applied
               by Seller to any obligations of any Tenants under the Tenant
               Leases, shall be credited against the Purchase Price, and upon
               the Closing, Buyer shall assume full responsibility for all
               security deposits to be refunded to the Tenants under the Tenant
               Leases (to the extent the same are required to be refunded by the
               terms of such Tenant Leases or applicable). In the event that any
               security deposits are in the form of letters of credit or other
               financial instruments (the "Non-Cash Security Deposits"), after
               the Closing, Seller will cooperate with Buyer to have Buyer named
               as beneficiary under the Non-Cash Security Deposits; provided
               that such cooperation shall be at no cost or expense to Seller.
               Buyer will not receive a credit against the Purchase Price for
               such security deposits.

               (f) Leasing Costs Seller shall receive a credit at the Closing
               for all leasing costs, including tenant improvement costs and
               allowances, and its pro-rata leasing commissions, previously paid
               by Seller in connection with any Lease or modification to an
               existing Lease which was entered into after the Effective Date
               and which is approved or deemed approved by Buyer pursuant to
               this Agreement, which approval included approval of the tenant
               improvement costs. The Seller's pro-rata share shall be equal to
               a fraction which has as its numerator the number of months left
               in the base term of the Lease after the Closing and which has as
               its denominator the number of months in the base term of the
               Lease. Seller shall pay for all tenant improvement allowances and
               leasing commissions with respect to the premises leased as of the
               Effective Date


                                       12

<PAGE>

               by the Tenants pursuant to the Tenant Leases in effect as of the
               Effective Date, to the extent that such improvement allowances
               and leasing commissions are unpaid as of the Closing and to the
               extent they are a landlord obligation under the terms of the
               Tenant Leases. Buyer shall not receive a credit for any unexpired
               rent concessions under any of the Leases. Notwithstanding the
               foregoing, the Seller shall credit the Buyer for Sixty Six
               Thousand Three Hundred Seventy Five and No/100 Dollars
               ($66,375.00) for leasing costs relating to the tenant Excel Inc.,
               a Massachusetts corporation ("Excel").

               (g) Gap Rent The Seller shall credit the Buyer for the lost
               rental income associated with the tenant Administaff Services,
               L.P., a Delaware limited partnership ("Administaff"), calculated
               on a per diem basis from the date of Closing until January 1,
               2008. Should Administaff take possession of and pay rent for its
               expansion space prior to January 1, 2008, the Buyer shall be
               liable to the Seller for a refund of the credited amount
               calculated on a per diem basis from the date Administaff takes
               possession of and pays rent for its expansion space until January
               1, 2008. The per diem credit with respect to Administaff shall
               be: One Hundred Twenty Three and 96/100 Dollars ($123.96) per
               diem for months containing 28 days; One Hundred Fifteen and
               69/100 Dollars ($115.69) per diem for months containing 30 days;
               and One Hundred Eleven and 96/100 Dollars ($111.96) per diem for
               months containing 31 days. The Seller shall credit the Buyer for
               the lost rental income associated with Excel, calculated on a per
               diem basis from the date of Closing until December 1, 2007.
               Should Excel take possession of and pay rent for its expansion
               space prior to December 1, 2007, the Buyer shall be liable to the
               Seller for a refund of the credited amount calculated on a per
               diem basis from the date Excel takes possession of and pays rent
               for its expansion space until December 1, 2007. The per diem
               credit with respect to Excel shall be: Two Hundred Four and
               13/100 Dollars ($204.13) per diem for months containing 28 days;
               One Hundred Ninety and 52/100 Dollars ($190.52) per diem for
               months containing 30 days; and One Hundred Eighty Four and 38/100
               ($184.38) per diem for months containing 31 days.

          7.7.2 Calculation; Reproration Prior to Closing the parties shall
               jointly prepare an estimated closing statement which shall set
               forth the costs payable under sections 7.5 and 7.6 and the
               prorations and credits provided for in section 7.7.1 and
               elsewhere in this Agreement. Any item which cannot be finally
               prorated because of the unavailability of information shall be
               tentatively prorated on the basis of the best data then available
               and adjusted when the information is available in accordance with
               this subparagraph; provided, however, that there shall be no
               reproration for taxes and assessments. The estimated closing
               statement as adjusted as aforesaid and approved in writing by the
               parties


                                       13

<PAGE>

               shall be referred to herein as the "Closing Statement". If the
               prorations and credits made under the Closing Statement shall
               prove to be incorrect or incomplete for any reason, then either
               party shall be entitled to an adjustment to correct the same;
               provided, however, that there shall be no reproration for taxes
               and assessments; and further provided that any adjustment shall
               be made, if at all, within sixty (60) days after the Closing
               (except with respect to CAM Charges, in which case such
               adjustment shall be made within thirty (30) days after the
               information necessary to perform such adjustment is available),
               and if a party fails to request an adjustment to the Closing
               Statement by a written notice delivered to the other party within
               the applicable period set forth above (such notice to specify in
               reasonable detail the items within the Closing Statement that
               such party desires to adjust and the reasons for such
               adjustment), then the prorations and credits set forth in the
               Closing Statement shall be binding and conclusive against such
               party.

          7.7.3 Items Not Prorated Seller and Buyer agree that (a) on the
               Closing, the Property will not be subject to any financing
               arranged by Seller; (b) none of the insurance policies relating
               to the Property will be assigned to Buyer and Buyer shall be
               responsible for arranging for its own insurance as of the
               Closing; and (c) utilities, including telephone, electricity,
               water and gas, shall be read on the Closing and Buyer shall be
               responsible for all the necessary actions needed to arrange for
               utilities to be transferred to the name of Buyer on the Closing,
               including the posting of any required deposits and Seller shall
               be entitled to recover and retain from the providers of such
               utilities any refunds or overpayments to the extent applicable to
               the period prior to the Closing, and any utility deposits which
               it or its predecessors may have posted. Accordingly, there will
               be no prorations for debt service, insurance or utilities. In the
               event a meter reading is unavailable for any particular utility,
               such utility shall be prorated in the manner provided in
               subparagraph (1)(e) above.

          7.7.4 Indemnification Buyer and Seller shall each indemnify, protect,
               defend and hold the other harmless from and against any claim in
               any way arising from the matters for which the other receives a
               credit or otherwise assumes responsibility pursuant to this
               Section.

          7.7.5 Survival This Section 7.7 shall survive the Closing.

     7.8  Determination of Dates of Performance.

          Promptly after delivery to Buyer of the Title Report, Escrow Holder
          shall prepare and deliver to Buyer and Seller a schedule which shall
          state each of the following dates:

          7.8.1 The date of Opening of Escrow pursuant to Paragraph 6.1;


                                       14

<PAGE>

          7.8.2 The date of receipt of the Title Report by Buyer;

          7.8.3 The date by which title must be approved by Buyer pursuant to
               Paragraph 3.2;

          7.8.4 The date by which the Inspections must be approved by Buyer
               pursuant to Paragraph 5.1.1;

          7.8.5 The date by which the amounts described in Paragraph 2 must be
               deposited by Buyer, for which determination Escrow Holder shall
               assume satisfaction of the condition expressed in Paragraph 2 on
               the last date stated for its satisfaction; and

          7.8.6 The date of Closing pursuant to Paragraph 6.2.

          If any events which determine any of the aforesaid dates occur on a
          date other than the date specified or assumed for its occurrence in
          this Agreement, Escrow Holder shall promptly redetermine as
          appropriate each of the dates of performance in the aforesaid schedule
          and notify Buyer and Seller of the dates of performance, as
          redetermined.

8.   Representations, Warranties, and Covenants.

     8.1  Representations of Seller. Seller hereby represents and warrants as of
          the date hereof to Buyer as follows:

          8.1.1 Seller is a limited partnership duly formed and validly existing
               under the laws of the State of Texas. Subject to receipt of the
               approval described in Section 10.2.2, Seller has full power and
               authority to enter into this Agreement, to perform this Agreement
               and to consummate the transactions contemplated hereby. This
               Agreement is a legal, valid and binding obligation of Seller,
               enforceable against Seller in accordance with its terms, subject
               to the effect of applicable bankruptcy, insolvency,
               reorganization, arrangement, moratorium or other similar laws
               affecting the rights of creditors generally.

          8.1.2 Seller is not a "foreign person" within the meaning of Section
               1445(f) of the Internal Revenue Code of 1986, as amended (the
               "Code").

     8.2  Approval of Property; Limitations on Seller Representations and
          Warranties.

          8.2.1 Except as may be specifically provided in Section 8.1 of this
               Agreement, Seller makes no representations or warranties as to
               the truth, accuracy, completeness, methodology of preparation or
               otherwise concerning any engineering or environmental reports,
               audits, the materials prepared by the Seller, or any other
               materials, data or other information whatsoever


                                       15

<PAGE>

               supplied to Buyer in connection with Buyer's inspection of the
               Property. It is the parties' express understanding and agreement
               that such materials are provided only for Buyer's convenience in
               making its own examination and determination prior to the
               expiration of the Inspection Period as to whether it wishes to
               purchase the Property, and, in doing so, Buyer shall rely
               exclusively on its own independent investigation and evaluation
               of every aspect of the Property and not on any materials supplied
               by Seller. Except as may be specifically provided elsewhere in
               this Agreement, Buyer expressly disclaims any intent to rely on
               any such materials provided to it by Seller in connection with
               its inspection and agrees that it shall rely solely on its own
               independently developed or verified information. Except with
               respect to all obligations in this Agreement (including without
               limitation Seller's express representations and warranties) that
               are expressly stated to survive Closing, the indemnity provisions
               contained in the documents delivered in connection with the
               closing of the transactions contemplated by this Agreement
               (collectively, the "Surviving Obligations"), Buyer hereby
               releases Seller and its agents, representatives, and employees
               from any and all claims, demands, and causes of action, past,
               present, and future that Buyer may have relating to (a) the
               condition of the Property at any time, before or after the
               Closing, including without limitation, the presence of any
               hazardous materials, or (b) any other matter pertaining to the
               Property. This release shall survive the Closing or the
               termination of this Agreement.

          8.2.2 In the event of any breach by Seller of any of the preceding
               representations or warranties or any other breach by Seller of
               any other provision of this Agreement which is discovered prior
               to Closing, Buyer's sole remedy shall be to elect in writing to
               terminate this Agreement or waive such breach and proceed with
               the Closing. In the event of any material breach by Seller of any
               of such representations or warranties or any other material
               breach by Seller of any other provision of this Agreement or any
               agreement delivered in connection herewith discovered after
               Closing, Seller shall be liable only for direct and actual
               damages suffered by Buyer on account of Seller's breach, up to
               the applicable limits described hereunder, and shall in no event
               be liable for consequential or punitive damages. Any liability of
               Seller hereunder for breach of any such representations or
               warranties shall be limited to (a) claims in excess of an
               aggregate of Fifty Thousand Dollars ($50,000.00), and (b) a
               maximum aggregate cap of Two Hundred Fifty Thousand Dollars
               ($250,000.00). Notice of such claim must be delivered to Seller
               in writing within three (3) months of the Closing Date. In no
               event shall Seller be liable for any indirect or consequential
               damages on account of Seller's breach of any representation or
               warranty contained in this Agreement. Additionally,
               notwithstanding the foregoing, if Buyer becomes aware prior to
               the Closing that any representation or warranty hereunder is
               untrue, or any covenant or condition to Closing has not been
               fulfilled or satisfied (if not otherwise waived by Buyer), and
               Buyer nonetheless proceeds to close on the purchase of the
               Property, then Buyer shall be deemed to have irrevocably and
               absolutely waived, relinquished and released all rights and
               claims against Seller for any


                                       16

<PAGE>

               damage or other loss arising out of or resulting from such untrue
               representation or warranty or such unfulfilled or unsatisfied
               covenant or condition. Seller's representations and warranties
               set forth in Section 8.4 shall survive the Closing for a period
               of three (3) months.

          8.2.3 Approval of Property. The consummation of the purchase and sale
               of the Property pursuant to this Agreement shall be deemed
               Buyer's acknowledgement that it has had an adequate opportunity
               to make such legal, factual and other inspections, inquiries and
               investigations as it deems necessary, desirable or appropriate
               with respect to the Property. Such inspections, inquiries and
               investigations of Buyer shall be deemed to include, but shall not
               be limited to, any leases and contracts pertaining to the
               Property, the physical components of all portions of the
               Property, the physical condition of the Property, such state of
               facts as an accurate survey, environmental report and inspection
               would show, the present and future zoning ordinance, ordinances,
               resolutions. Buyer shall not be entitled to and shall not rely
               upon, Seller or Seller's agents with regard to, and Seller will
               not make any representation or warranty with respect to: (i) the
               quality, nature, adequacy or physical condition of the Property
               including, but not limited to, the structural elements,
               foundation, roof, appurtenances, access, landscaping, parking
               facilities, or the electrical, mechanical, HVAC, plumbing, sewage
               or utility systems, facilities, or appliances at the Property, if
               any; (ii) the quality, nature, adequacy or physical condition of
               soils or the existence of ground water at the Property; (iii) the
               existence, quality, nature, adequacy or physical condition of any
               utilities serving the Property; (iv) the development potential of
               the Property, its habitability, merchantability, or the fitness,
               suitability, or adequacy of the Property for any particular
               purpose; (v) the zoning or other legal status of the Property;
               (vi) the Property or its operations' compliance with any
               applicable codes, laws, regulations, statutes, ordinances,
               covenants, conditions or restrictions of any governmental or
               quasi-governmental entity or of any other person or entity; (vii)
               the quality of any labor or materials relating in any way to the
               Property; or (viii) the condition of title to the Property or the
               nature, status and extent of any right-of-way, lease, right of
               redemption, possession, lien, encumbrance, license, reservation,
               covenant, condition, restriction, or any other matter affecting
               the Property except as expressly set forth in this Agreement.
               EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE DEED,
               SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY WARRANTIES OR
               REPRESENTATIONS WITH RESPECT TO THE PROPERTY AND SELLER
               SPECIFICALLY DISCLAIMS ANY OTHER IMPLIED WARRANTIES OR WARRANTIES
               ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO,
               ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR
               FITNESS FOR A PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER HAS
               NOT, DOES NOT, AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY
               WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION,
               POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS,


                                       17

<PAGE>

               ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE
               PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR
               DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING, WITHOUT
               LIMITATION, ASBESTOS, PCB AND RADON. BUYER ACKNOWLEDGES THAT
               BUYER IS A SOPHISTICATED BUYER FAMILIAR WITH THIS TYPE OF
               PROPERTY AND THAT, SUBJECT ONLY TO THE EXPRESS WARRANTIES SET
               FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS, BUYER WILL BE
               ACQUIRING THE PROPERTY "AS IS AND WHERE IS, WITH ALL FAULTS," IN
               ITS PRESENT STATE AND CONDITION, SUBJECT ONLY TO NORMAL WEAR AND
               TEAR AND BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS AND
               CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND
               INVESTIGATIONS. BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE
               ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL
               TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR
               ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL
               SURVIVE THE CLOSING, AND NOT MERGE WITH THE PROVISIONS OF ANY
               CLOSING DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY
               MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
               INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
               ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS
               THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS
               AGREEMENT. EXCEPT WITH REGARD TO THE OBLIGATIONS EXPRESSLY SET
               FORTH IN THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES IN
               SECTION 8.1, BUYER HEREBY RELEASES SELLER AND ITS AGENTS,
               REPRESENTATIVES AND EMPLOYEES FROM ANY AND ALL LIABILITY RELATING
               TO THE CONDITION OF THE PROPERTY BEFORE OR AFTER THE CLOSING AND
               ANY OTHER MATTER RELATING TO THE PROPERTY, WHETHER KNOWN OR
               UNKNOWN AT THE TIME OF THE CLOSING.

          8.2.4 Release. Except as expressly set forth in this Agreement to the
               contrary and except for any claims arising under the express
               representations, warranties or covenants of Seller under this
               Agreement or under the indemnity provisions of any document
               delivered in connection with the closing of the transactions
               contemplated by this Agreement, Buyer for itself and its agents,
               affiliates, successors and assigns, hereby releases and forever
               discharges Seller, and any party related to or affiliated with
               Seller and their respective successors and assigns (the "Seller
               Related Parties") from and against any and all claims at law or
               equity which Buyer or any party related to or affiliated with
               Buyer and their respective successors and assigns (each a "Buyer
               Related Party") whether known or unknown at the time of this
               agreement, which Buyer


                                       18
<PAGE>

               or a Buyer Related Party has or may have in the future, arising
               from or related to any matter or thing relating to or in
               connection with the Property, including but not limited to, the
               documents and information referred to in this Agreement, the
               leases and the tenants, the Loan, any construction defects,
               errors or omissions in the design or construction and arising out
               of the physical, environmental, economic or legal condition of
               the Property, including, without limitation, any claim for
               indemnification or contribution arising under the Comprehensive
               Environmental Response, Compensation, and Liability Act (42
               U.S.C. Section 9601, et. seq.) or any similar federal, state or
               local statute, rule or ordinance relating to liability of
               property owners or operators for environmental matters. For the
               foregoing purposes, Buyer hereby specifically waives the
               provisions of Section 1542 of the California Civil Code and any
               similar law of any other state, territory or jurisdiction.
               Section 1542 provides:

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

               BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY
               REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL
               COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL
               PART OF THIS AGREEMENT.

               BUYER: _________________________

     8.3  Covenants of Seller. Seller hereby covenants as follows:

          8.3.1 At all times from the date hereof through the date of Closing,
               Seller shall cause to be in force fire and extended coverage
               insurance upon the Property, and public liability insurance with
               respect to damage or injury to persons or property occurring on
               the Property in at least such amounts as are maintained by Seller
               on the Effective Date;

          8.3.2 From the end of the Inspection Period through the date of
               Closing, Seller will not enter into any new lease with respect to
               the Property, without Buyer's prior written consent, which shall
               not be unreasonably withheld. Exercise of a renewal option shall
               not be considered a new lease. Any brokerage commission payable
               with respect to a new lease shall be paid by Buyer. Further,
               Seller will not modify any existing Lease covering space in the
               Property without first obtaining the written consent of Buyer
               which shall not be unreasonably withheld. Buyer shall have five
               (5) business days in which to approve or disapprove of any new
               lease for which it has a right to consent. Failure to respond in
               writing within said time period shall be deemed to be consent;


                                       19

<PAGE>

          8.3.3 From the Effective Date through the date of Closing, Seller
               shall not sell, assign, or convey any right, title or interest
               whatsoever in or to the Property, or create or permit to attach
               any lien, security interest, easement, encumbrance, charge, or
               condition affecting the Property (other than the Permitted
               Exceptions) without promptly discharging the same prior to
               Closing;

          8.3.4 Seller shall not, without Buyer's written approval, (a) amend or
               waive any right under any Service Contract, or (b) enter into any
               agreement of any type affecting the Property that is not
               terminable on 30 days notice;

9.   Representations and Warranties of Buyer. Buyer hereby represents and
     warrants to Seller as follows:

     9.1  Buyer is a limited liability company duly organized and validly
          existing under the laws of the State of Virginia. Buyer has full power
          and authority to enter into this Agreement, to perform this Agreement
          and to consummate the transactions contemplated hereby. This Agreement
          is a legal, valid and binding obligation of Buyer, enforceable against
          Buyer in accordance with its terms, subject to the effect of
          applicable bankruptcy, insolvency, reorganization, arrangement,
          moratorium or other similar laws affecting the rights of creditors
          generally.

10.  Conditions Precedent to Closing.

     10.1 The obligations of Buyer pursuant to this Agreement shall, at the
          option of Buyer, be subject to the following conditions precedent:

          10.1.1 All of the representations, warranties and agreements of Seller
               set forth in this Agreement shall be true and correct in all
               material respects as of the Effective Date, and Seller shall not
               have on or prior to Closing, failed to meet, comply with or
               perform in any material respect any conditions or agreements on
               Seller's part as required by the terms of this Agreement.

          10.1.2 There shall be no material adverse change in the matters
               reflected in the Title Report, and there shall not exist any
               material adverse encumbrance or title defect affecting the
               Property except for the Permitted Exceptions or matters to be
               satisfied at Closing.

          10.1.3 Seller shall have obtained and delivered to Buyer estoppel
               certificates, in accordance with their respective Leases, from
               tenants representing seventy percent of the square feet which are
               leased and occupied by tenants as of the Effective Date. Estoppel
               certificates shall be deemed to satisfy this condition precedent
               unless they disclose material adverse matters. Buyer shall notify
               Seller within three (3) business days of


                                       20

<PAGE>

               receipt of a copy of the executed estoppel certificate of its
               approval or disapproval and the basis of such disapproval, if
               disapproved. If Buyer disapproves of an estoppel certificate
               because of a material, adverse matter disclosed therein, and
               Seller is unable to obtain a reasonably acceptable estoppel
               certificate prior to the Closing, this Agreement shall terminate,
               Buyer shall be entitled to a refund of the Deposit, and neither
               party shall have any further obligation to the other except
               Buyer's indemnification obligations under Paragraph 5.

     10.2 The obligations of Seller under this Agreement shall, at the option of
          Seller, be subject to the following conditions precedent:

          10.2.1 All of the representations, warranties and agreements of Buyer
               set forth in this Agreement shall be true and correct in all
               material respects as of the Effective Date, and Buyer shall not
               have on or prior to closing, failed to meet, comply with or
               perform in any material respect any conditions or agreements on
               Buyer's part as required by the terms of this Agreement.

          10.2.2 Seller shall have received approval of the sale from the board
               of directors of NNN 2003 Value Fund, LLC, a Delaware limited
               liability company, the parent company of the Seller, no later
               than fifteen business days after full execution of this
               Agreement.

     If any such condition is not fully satisfied by closing, the party is whose
     favor the condition runs shall notify the other party and may terminate
     this Agreement by written notice whereupon this Agreement may be canceled,
     upon return of the Due Diligence Items the Deposit shall be paid to Buyer
     and, thereafter, neither Seller nor Buyer shall have any continuing
     obligations hereunder; provided, however, that if Buyer notifies Seller of
     a failure to satisfy the conditions precedent set forth in this paragraph,
     Seller may, within five (5) days of receipt of Buyer's Notices agree to
     satisfy the condition by written notice to Buyer, and Buyer shall thereupon
     be obligated to close the transaction provided Seller so satisfies such
     condition. If Seller fails to agree to cure or fails to cure such condition
     by the Closing Date, this Agreement shall be canceled and the Deposit shall
     be returned to Buyer and neither party shall have any further liability
     hereunder.

11.  Damage or Destruction Prior to Closing.

     In the event that the Property should be damaged by any casualty prior to
     the Closing, then if the cost of repairing such damage, as reasonably
     estimated by Seller, is:

     11.1 Less than One Million Dollars ($1,000,000), the Closing shall proceed
          as scheduled and any insurance proceeds shall be distributed to Buyer
          to the extent not expended by Seller for restoration;


                                       21

<PAGE>

     or if said cost is:

     11.2 Greater than One Million Dollars ($1,000,000), then either Seller or
          Buyer may elect to terminate this Agreement, in which case upon return
          of the Due Diligence Items the Deposit shall be returned to Buyer and
          neither party shall have any further obligation to the other except
          for Buyer's indemnification obligations under Paragraph 5.

12.  Eminent Domain.

     12.1 If, before the Closing, proceedings are commenced for the taking by
          exercise of the power of eminent domain of all or a material part of
          the Property which, as reasonably determined by Buyer, would render
          the Property unacceptable to Buyer or unsuitable for Buyer's intended
          use, Buyer shall have the right, by giving notice to Seller within
          thirty (30) days after Seller gives notice of the commencement of such
          proceedings to Buyer, to terminate this Agreement, in which event this
          Agreement shall terminate, the Deposit shall be returned to Buyer and
          neither party shall have any further obligation to the other except
          for Buyer's indemnification under Paragraph 5. If, before the Closing,
          proceedings are commenced for the taking by exercise of the power of
          eminent domain of less than such a material part of the Property, or
          if Buyer has the right to terminate this Agreement pursuant to the
          preceding sentence but Buyer does not exercise such right, then this
          Agreement shall remain in full force and effect and, at the Closing,
          the condemnation award (or, if not therefore received, the right to
          receive such portion of the award) payable on account of the taking
          shall be transferred in the same manner as title to the Property is
          conveyed. Seller shall give notice to Buyer within three (3) business
          days after Seller's receiving notice of the commencement of any
          proceedings for the taking by exercise of the power of eminent domain
          of all or any part of the Property.

13.  Notices.

     13.1 All notices, demands, or other communications of any type given by any
          party hereunder, whether required by this Agreement or in any way
          related to the transaction contracted for herein, shall be void and of
          no effect unless given in accordance with the provisions of this
          Paragraph. All notices shall be in writing and delivered to the person
          to whom the notice is directed, either in person, by United States
          Mail, as a registered or certified item, return receipt requested by
          telecopy or by Federal Express. Notices delivered by mail shall be
          deemed given when received. Notices by telecopy or Federal Express
          shall be deemed received on the business day following transmission.
          Notices shall be given to the following addresses:

          Seller:   NNN VF INTERWOOD, LP
                    c/o Triple Net Properties, LLC
                    1551 N. Tustin Ave. #300
                    Santa Ana, CA 92705
                    (714) 667-8252
                    (714) 667-6860 fax
                    Attn: Richard T. Hutton


                                       22

<PAGE>

          Buyer:    TRIPLE NET PROPERTIES, LLC
                    1551 N. Tustin Ave. #300
                    Santa Ana, CA 92705
                    (714) 667-8252
                    (714) 667-6860 fax
                    Attn: Jeffrey T. Hanson

14.  Remedies.

     14.1 Defaults by Seller. If there is any default by Seller under this
          Agreement, following notice to Seller and seven (7) days, during which
          period Seller may cure the default, Buyer may, as it sole options
          elect to either (a) declare this Agreement terminated in which case
          the Deposit shall be returned to Buyer; or (b) treat this Agreement as
          being in full force and effect and bring an action against Seller for
          specific performance.

     14.2 Defaults by Buyer. If there is any default by Buyer under this
          Agreement, following notice to Buyer and seven (7) days, during which
          period Buyer may cure the default, then Seller may, as its sole
          remedy, declare this Agreement terminated, in which case the Deposit
          shall be paid to Seller as liquidated damages and each party shall
          thereupon be relieved of all further obligations and liabilities,
          except any which survive termination. Notwithstanding the foregoing,
          the Buyer's right to cure shall not be applicable to a failure to
          close and the Closing shall in no event be extended pursuant to this
          Section. In the event this Agreement is terminated due to the default
          of Buyer hereunder, Buyer shall deliver to Seller, at no cost to
          Seller, the Due Diligence Items and all of Buyer's Reports.

     14.3 ARBITRATION OF DISPUTES. ANY CLAIM, CONTROVERSY OR DISPUTE, WHETHER
          SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD, MISREPRESENTATION OR OTHER
          LEGAL THEORY, RELATED DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,
          WHENEVER BROUGHT AND WHETHER BETWEEN THE PARTIES TO THIS AGREEMENT OR
          BETWEEN ONE OF THE PARTIES TO THIS AGREEMENT AND THE EMPLOYEES, AGENTS
          OR AFFILIATED BUSINESSES OF THE OTHER PARTY, SHALL BE RESOLVED BY
          ARBITRATION AS PRESCRIBED IN THIS SECTION. THE FEDERAL ARBITRATION
          ACT, 9 U.S.C. SECTIONS 1-15, NOT STATE LAW, SHALL GOVERN THE
          ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF THE ARBITRATOR AS TO
          ARBITRABILITY SHALL BE FINAL.


                                       23

<PAGE>

          A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR CALIFORNIA JUDGE SHALL
          CONDUCT THE ARBITRATION UNDER THE THEN CURRENT RULES OF THE AMERICAN
          ARBITRATION ASSOCIATION (THE "AAA"). THE ARBITRATOR SHALL BE SELECTED
          BY MUTUAL AGREEMENT ON THE ARBITRATOR WITHIN THIRTY (30) DAYS OF
          WRITTEN NOTICE BY ONE PARTY TO THE OTHER INVOKING THIS ARBITRATION
          PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST OF QUALIFIED
          PEOPLE MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE CONDUCTED IN
          SANTA ANA, CALIFORNIA AND ALL EXPEDITED PROCEDURES PRESCRIBED BY THE
          AAA RULES SHALL APPLY.

          THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF INFORMATION
          WHICH IS PROVIDED TO THE ARBITRATOR BY THE PARTIES. THE ARBITRATOR
          SHALL HAVE AUTHORITY ONLY TO GRANT SPECIFIC PERFORMANCE AND TO ORDER
          OTHER EQUITABLE RELIEF AND TO AWARD COMPENSATORY DAMAGES, BUT SHALL
          NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER
          NONCOMPENSATORY DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR
          SHALL AWARD TO THE PREVAILING PARTY ITS REASONABLE ATTORNEYS' FEES AND
          COSTS AND OTHER EXPENSES INCURRED IN THE ARBITRATION, EXCEPT THE
          PARTIES SHALL SHARE EQUALLY THE FEES AND EXPENSES OF THE ARBITRATOR.
          THE ARBITRATOR'S DECISION AND AWARD SHALL BE FINAL AND BINDING, AND
          JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY
          COURT HAVING JURISDICTION THEREOF.

15.  Assignment.

     Buyer may assign its rights under this Agreement to an entity in which
     Buyer has a legally controlling interest, provided, however, that Buyer
     shall have no such right unless a written assignment is delivered to Seller
     no later than 7 business days before Closing; and further provided that no
     such assignment shall relieve Buyer of its obligations hereunder.

16.  Interpretation and Applicable Law.

     This Agreement shall be construed and interpreted in accordance with the
     laws of the state in which the Property is located (the "State"). Where
     required for proper interpretation, words in the singular shall include the
     plural; the masculine gender shall include the neuter and the feminine, and
     vice versa. The terms "successors and assigns" shall include the heirs,
     administrators, executors, successors, and assigns, as applicable, of any
     party hereto.


                                       24

<PAGE>

17.  Amendment.

     This Agreement may not be modified or amended, except by an agreement in
     writing signed by the parties. The parties may waive any of the conditions
     contained herein or any of the obligations of the other party hereunder,
     but any such waiver shall be effective only if in writing and signed by the
     party waiving such conditions and obligations.

18.  Attorney's Fees.

     In the event it becomes necessary for either party to file a suit or
     arbitration to enforce this Agreement or any provisions contained herein,
     the prevailing party shall be entitled to recover, in addition to all other
     remedies or damages, reasonable attorneys' fees and costs of court incurred
     in such suit or arbitration.

19.  Entire Agreement; Survival.

     This Agreement (and the items to be furnished in accordance herewith)
     constitutes the entire agreement between the parties pertaining to the
     subject matter hereof and supersedes all prior and contemporaneous
     agreements and understandings of the parties in connection therewith. No
     representation, warranty, covenant, agreement, or condition not expressed
     in this Agreement shall be binding upon the parties hereto nor affect or be
     effective to interpret, change, or restrict the provisions of this
     Agreement. All of the obligations of the parties hereunder and all other
     provisions of this Agreement shall be deemed to have merged into the Deed
     and shall be extinguished at Closing or the earlier termination of this
     Agreement, except as expressly provided herein. Notwithstanding anything to
     the contrary in this Agreement, the

20.  Multiple Originals Only; Counterparts.

     Numerous agreements may be executed by the parties hereto. Each such
     executed copy shall have the full force and effect of an original executed
     instrument. This Agreement may be executed in any number of counterparts,
     all of which when taken together shall constitute the entire agreement of
     the parties.

21.  Acceptance.

     Time is of the essence of this Agreement. The date of execution of this
     Agreement by Seller shall be the date of execution of this Agreement. If
     the final date of any period falls upon a Saturday, Sunday, or legal
     holiday under Federal law, the laws of the State or the laws of the State
     of California, then in such event the expiration date of such period shall
     be extended to the next day which is not a Saturday, Sunday, or legal
     holiday under Federal law, the laws of the State or the State of
     California.

22.  Real Estate Commission.

     Seller and Buyer each represent and warrant to the other that neither
     Seller nor Buyer has contracted or entered into any agreement with any real
     estate broker, agent, finder or any


                                       25

<PAGE>

     other party in connection with this transaction, and that neither party has
     taken any action which would result in any real estate broker's and/or
     finder's fees or commissions being due and payable to any party with
     respect to the transaction contemplated hereby. Each party hereby
     indemnifies and agrees to hold the other party harmless from any loss,
     liability, damage, cost, or expense (including reasonable attorneys' fees)
     resulting to the other party by reason of a breach of the representation
     and warranty made by such party in this paragraph.

23.  Exchange.

     Either party reserves the right to structure the sale of the Property as a
     like kind exchange pursuant to Section 1031 of the Internal Revenue Code of
     1986, as amended. In such event such shall have the right to assign its
     interest in this Agreement to a qualified exchange intermediary of its
     choosing to effect such exchange. The other party shall sign a customary
     assignment and/or notice of assignment, however, such assignment shall at
     no cost or expense to the other party and shall not otherwise affect the
     term of this Agreement.

24.  Confidentiality.

     Buyer agrees that, prior to the closing, all Property information received
     by Buyer shall be kept confidential as provided in this paragraph. Without
     the prior written consent of Seller, prior to the closing, the Property
     information shall not be disclosed by Buyer or its representatives, in any
     manner whatsoever, in whole or in part, except (1) to Buyer's
     representatives and prospective lenders, prospective investors and their
     representatives who need to know the Property information for the purpose
     of evaluating the Property and who are informed by the Buyer of the
     confidential nature of the Property information; (2) as may be necessary
     for Buyer or Buyer's representatives to comply with applicable laws,
     including, without limitation, governmental, regulatory, disclosure, tax
     and reporting requirements; to comply with other requirements and requests
     of regulatory and supervisory authorities and self-regulatory organizations
     having jurisdiction over Buyer or Buyer's representatives; to comply with
     regulatory or judicial processes; or to satisfy reporting procedures and
     inquiries of credit rating agencies in accordance with customary practices
     of Buyer or its affiliates; and (3) to prospective tenants of the Property.

THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK


                                       26

<PAGE>

                               SIGNATURE PAGE FOR

    Agreement for Purchase and Sale of Real Property and Escrow Instructions
                                   (Interwood)

EXECUTED on this the 10th day of March, 2007

SELLER:                                 NNN VF INTERWOOD, LP,
                                        a Texas limited partnership

                                        By: NNN VF Interwood GP, LLC,
                                            a Texas limited liability company,
                                            its General Partner

                                        By: Triple Net Properties, LLC
                                            a Virginia limited liability
                                            company, its Manager


                                        By: /s/ Andrea R. Biller
                                            ------------------------------------
                                        Name: Andrea R. Biller
                                        Title: General Counsel

EXECUTED on this the 10th day of March, 2007.

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


                                        By: /s/ Jeff Hanson
                                            ------------------------------------
                                        Name: Jeff Hanson
                                        Title: Managing Director of Real Estate


                                       27