ex10-1




EXHIBIT 10.1

AGREEMENT OF PURCHASE AND SALE

      THIS AGREEMENT OF PURCHASE AND SALE
(this “Agreement”) is entered into as of November 21, 2000 (the
“Effective Date”), by and among REGAN HOLDING CORP., a California corporation
(“Seller”), and BASIN STREET PROPERTIES, a California corporation (“Buyer”).

      THIS AGREEMENT IS ENTERED INTO on
the basis of the following facts, intentions and understandings of the parties:

      A. Seller is the owner of the land
(the “Land”) and the improvements located thereon (the “Improvements”), commonly
known as 1179 N. McDowell Blvd. in the City of Petaluma, County of Sonoma, State
of California. The Land is more particularly described in Exhibit A,
attached hereto. The Land and the Improvements are hereinafter collectively
referred to as the “Real Property.”

      B. The Real Property is subject to
those leases (collectively, the “Leases”) listed on Exhibit B, attached
hereto.

      C. Seller desires to sell the
Property (as hereinafter defined) to Buyer, and Buyer desires to purchase the
Property from Seller, in accordance with the terms of this Agreement.

      NOW THEREFORE, for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Seller
and Buyer hereby agree as follows:

      1. Purchase and Sale of
Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller,
on the terms, covenants and conditions set forth in this Agreement, the
following described property (collectively, the “Property”):

            1.1. Real Property. The Real Property,
together with all minerals, oil, gas and other hydrocarbon substances thereon
and all easements, access rights, air, water and riparian rights, development
rights, solar rights and all tenements, privileges and appurtenances pertaining
thereto;

            1.2. Personal Property. All fixtures
attached to the Property, equipment, machinery, building materials, furniture,
furnishings and other personal property located on, attached to, or used in
connection with the operation and maintenance of the Real Property that are
owned by Seller (collectively, the “Personal Property”). The Personal Property
shall not include any fixtures, equipment, machinery, building materials,
furniture, furnishings and other personal property owned by any tenants (the
“Tenants”) under the Leases;

            1.3. Intangible Property. Seller’s
interest in any and all intangible personal property arising out of or in
connection with the ownership or operation of the Real Property, including
(i) the right to use the current names of the Real Property, (ii) all
licenses, permits,

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certificates of occupancy and franchises issued to Seller by federal, state
or local municipal authorities relating to the use, maintenance, occupancy or
operation of the Real Property, (iii) all warranties given by third parties
with respect to the Real Property, and (iv) all service, equipment,
maintenance, construction and employment agreements (collectively, the “Service
Contracts”) entered into by Seller with respect to the Real Property and listed
on Exhibit C, attached hereto, which Buyer elects to have assigned to it
pursuant to the provisions of this Agreement (collectively, the “Intangible
Property”); and

            1.4. Leases. The Leases, together with
all security and damage deposits held by Seller in accordance with the terms of
the Leases and all guaranties of the Tenants’ obligations under the Leases.

      2. Purchase Price. Buyer
shall pay to Seller the purchase price (the “Purchase Price”) in the amount of
Eight Million Four Hundred Thousand Dollars ($8,400,000) for the Property. The
Purchase Price shall be paid in the manner described in Section 4.

      3. Deposit. Within two
(2) business days after the execution of this Agreement, Buyer and Seller
shall open an escrow account (the “Escrow”) with Old Republic Title Company
(“Escrow Holder”), and Buyer shall deposit with Escrow Holder by cashier’s check
or immediately available federal wire transfer cash in the amount of Fifty
Thousand Dollars ($50,000) (the “Deposit”). Escrow Holder shall place the
Deposit in an interest-bearing account at an institution acceptable to Buyer, to
be held as a deposit on account of the Purchase Price. (The Deposit and all
interest earned thereon shall hereinafter collectively be referred to as the
“Earnest Money Deposit.”) Upon Close of Escrow, the Earnest Money Deposit shall
be applied against the Purchase Price.

      4. Payment of Purchase Price.
On or before Close of Escrow, Buyer shall deposit with Escrow Holder by
immediately available federal wire transfer or cashier’s check an additional
amount equal to the difference between the Purchase Price and the Earnest Money
Deposit, plus or minus the closing adjustments and prorations described in
Section 11.7.

      5. Remedies; Liquidated
Damages.

            5.1. Remedies. If the transfer of the
Property from Seller to Buyer does not close as a result of a default by Seller
under this Agreement, Buyer shall be entitled to pursue any and all remedies
available at law to Buyer, including an action for specific performance.

            5.2. LIQUIDATED DAMAGES. IF THE TRANSFER
OF THE PROPERTY FROM SELLER TO BUYER IS NOT CONSUMMATED DUE TO A DEFAULT BY
BUYER UNDER THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT IN WRITING IMMEDIATELY AND WITHOUT FURTHER OBLIGATION TO BUYER. SELLER
SHALL BE ENTITLED TO RETAIN ANY PORTION OF THE EARNEST MONEY DEPOSIT THEN HELD
BY ESCROW HOLDER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY. THE PARTIES
AGREE THAT SELLER’S ACTUAL DAMAGES AS A RESULT OF BUYER’S DEFAULT UNDER THIS
AGREEMENT WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, AND THE

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EARNEST MONEY DEPOSIT IS THE BEST ESTIMATE OF THE AMOUNT OF DAMAGES SELLER
WOULD SUFFER AS A RESULT OF SUCH DEFAULT. SELLER HEREBY WAIVES THE PROVISIONS OF
CALIFORNIA CIVIL CODE SECTION 3389. THE PARTIES WITNESS THEIR AGREEMENT TO THIS
LIQUIDATED DAMAGES PROVISION BY INITIALING THIS SECTION:

Seller: (/s/
HLS)            
Buyer: (/s/ MTW)

      6. Due Diligence.

            6.1. Seller’s Studies. Seller either has
or will provide to Buyer within two (2) business days after the Effective
Date copies of the documents and materials (the “Due Diligence Documents”)
described in Exhibit D, attached hereto and a list of the Due Diligence
Documents. In addition, Seller shall make available at Seller’s office for
Buyer’s review all studies, reports, maps, surveys, correspondence with Tenants
and other documents relating to the Property, the Leases and the Tenants in
Seller’s possession or control (together with the Due Diligence Documents
hereinafter referred to as the “Due Diligence Materials”).

            6.2. Survey. During the Due Diligence
Period, Buyer, at Buyer’s sole cost and expense, shall the right to have an ALTA
survey (the “Survey”) prepared of the Real Property.

            6.3. Right of Entry. During the period
(the “Contract Period”) commencing on the Effective Date and ending on the
earlier of Close of Escrow or termination of this Agreement, Buyer and Buyer’s
representatives, agents, consultants and contractors shall have the right to
enter the Real Property to conduct investigations of the Property and the
physical and economic conditions thereof, including the conduct of such
engineering, economic feasibility and soil tests as Buyer may desire (each, a
“Buyer Inspection”), pursuant to the following terms and conditions:

                  6.3.1. Buyer’s Expense. Each Buyer
Inspection shall be at Buyer’s sole cost and expense.

                  6.3.2. No Interference. Any entry by
Buyer or its representatives, agents, consultants or contractors shall not
interfere with Seller’s or any Tenant’s use of the Real Property.

                  6.3.3. Restoration. Buyer, at Buyer’s
sole cost and expense, shall restore the Real Property to its condition existing
immediately prior to Buyer’s Inspections if, for any reason, the Property is not
transferred by Seller to Buyer. The restoration obligation contained in this
Section 6.3.3 shall survive the termination of this Agreement.

                  6.3.4. Indemnity. Buyer shall indemnify,
defend and hold harmless Seller for, from and against any and all claims,
damages, costs, liabilities and losses (including mechanics’ liens) and expenses
(including, without limitation, reasonable attorneys’ fees) arising out of any
entry by Buyer or its agents, representatives, consultants or contractors on the
Real Property. The indemnity obligations contained in this Section 6.3.4
shall survive Close of Escrow or any termination of this Agreement.

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            6.4. Designation of Representatives.
Seller and Buyer each shall designate one (1) representative to act for
them in scheduling and arranging visits to and inspections of the Real Property
and in coordinating the delivery of and/or access to the Due Diligence Materials
pursuant to Section 6.1 above. Buyer’s Representative and Seller’s
Representative are identified in the Summary of Certain Terms. Each party shall
have the right to change its respective representative by notice to the other
party given in accordance with Section 15.7.

            6.5. Disapproval of Seller’s Studies or
Buyer’s Inspections.

                  6.5.1. Termination Notice. Buyer shall
have the right, at any time during the period (the “Due Diligence Period”)
commencing on the Effective Date and ending at 6:00 p.m. Pacific Standard Time
on the thirtieth (30th) day after date on which Seller has delivered to Buyer
all of the Due Diligence Documents to disapprove of the results of Buyer’s
review of the Due Diligence Materials, Buyer’s Inspections of the Real Property
or any aspect of this transaction, by notifying Seller in writing (a
“Termination Notice”). If Buyer fails to provide Seller with a Termination
Notice prior to the expiration of the Due Diligence Period, then Buyer shall be
deemed to have approved the results of Buyer’s review of the Due Diligence
Materials and Buyer’s Inspections.

                  6.5.2. Result of Termination Notice. If
Buyer delivers a Termination Notice to Seller during the Due Diligence Period,
then (i) this Agreement, and all of the obligations, rights and liabilities
of Buyer and Seller to each other hereunder, shall terminate, and
(ii) Seller shall immediately direct Escrow Holder to return the Earnest
Money Deposit to Buyer.

            6.6. Title Review. Buyer shall notify
Seller in writing (the “Title Objection Notice”) prior to the expiration of the
Due Diligence Period if Buyer objects to the condition of title as shown on a
title report (the “Title Report”) for the Real Property issued by Old Republic
Title Insurance Company (“Title Company”) or any items shown on the Survey.
Buyer shall be deemed to have approved the condition of title as shown on the
Title Report and the Survey if Buyer fails to deliver to Seller the Title
Objection Notice prior to the expiration of the Due Diligence Period. If Buyer
timely delivers to Seller the Title Objection Notice, Seller shall notify Buyer
in writing within three (3) business days after Seller’s receipt of the Title
Objection Notice of Seller’s election to either (i) cure or satisfy all or
some of the objection(s) (the “Objections”) set forth in the Title Objection
Notice and/or (ii) not to cure or satisfy any of the Objections. Seller
shall have until Close of Escrow to cure or satisfy any Objections that Seller
elects to cure or satisfy and Seller’s failure to do so by Close of Escrow shall
constitute a default by Seller under this Agreement. If Seller fails to notify
Buyer in writing of its election within the three (3) business day period
referenced above, Seller shall be deemed to have elected not to cure or satisfy
all of the Objections. If Seller notifies Buyer in writing of its election not
to cure or satisfy any of the Objections or is deemed to have elected not to
cure or satisfy any of the Objections, then Buyer shall either: (A) waive
the Objections and proceed with Close of Escrow pursuant to all of the terms of
this Agreement, or (B) terminate this Agreement by written notice to Seller.
Buyer shall notify Seller in writing of its election either to terminate this
Agreement or waive the Objections pursuant to the foregoing sentence within
three (3) business days after Buyer’s receipt of Seller’s response to the
Title Objection Notice. If Buyer fails to notify Seller in writing of its
election to either terminate this Agreement or waive the Objections within the

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time period provided above, Buyer shall be deemed to have terminated this
Agreement. If Buyer terminates this Agreement pursuant to this Section, Seller
shall immediately direct Escrow Holder to return the Earnest Money Deposit to
Buyer.

            6.7. Modification of Title Report. In the
event that Title Company issues any modification or supplement to the Title
Report between the end of the Due Diligence Period and Close of Escrow that is
not the result of activities of Buyer or any of Buyer’s agents, representatives,
consultants or contractors, and, if, in Buyer’s reasonable judgment, the change
materially and adversely affects the Real Property or Buyer’s projected use
thereof, Buyer shall have three (3) business days after receipt of the
modification or supplement to the Title Report in which to object thereto by
written notice to Seller. If Buyer objects to such a change, Seller shall have
three (3) days after the date Seller receives Buyer’s objection notice
(and, if necessary, Close of Escrow shall be extended by the number of days
necessary to give Seller this full three (3) day period) in which to notify
Buyer in writing of its election either to satisfy or cure Buyer’s objection or
not to satisfy or cure Buyer’s objection. Seller shall have until Close of
Escrow to cure or satisfy any objections that Seller elects to cure or satisfy
and Seller’s failure to do so by Close of Escrow shall constitute a default by
Seller under this Agreement. Seller shall be deemed to have elected not to cure
or satisfy all of Buyer’s objections if Seller fails to notify Buyer in writing
of its election within the three (3) day period referenced above. If Seller
notifies Buyer in writing of its election not to satisfy the objection or Seller
is deemed to have elected not to cure or satisfy Buyer’s objection, then Buyer
shall either: (A) waive the objection and proceed with Close of Escrow pursuant
to all of the terms of this Agreement, or (B) terminate this Agreement.
Buyer shall notify Seller in writing of its election either to terminate this
Agreement or waive its objection within three (3) business days after the
earlier of Buyer’s receipt of Seller’s written notice election not to cure
Buyer’s objection or the expiration of the three (3) day period within
which Seller was required to notify Buyer of its election. If Buyer terminates
this Agreement pursuant to this Section, (i) this Agreement, and all of the
obligations, rights and liabilities of Buyer and Seller to each other hereunder
shall terminate; and (ii) Seller shall immediately direct Escrow Holder to
return the Earnest Money Deposit to Buyer.

            6.8. Service Contracts. Buyer shall
notify Seller in writing prior to the end of the Due Diligence Period as to
which (if any) Service Contracts Buyer shall assume at Close of Escrow. Seller
shall terminate all other Service Contracts by Close of Escrow.

      7. Operation of Property.
Seller hereby covenants with Buyer that during the Contract Period:

                  7.1.1. Leases, Contracts. Seller shall
not enter into, amend or terminate any lease, service contract or any other
agreement or contract affecting or relating to the Real Property that will
survive Close of Escrow (including any Lease or Service Contract) without the
prior written consent of Buyer, which consent shall not be unreasonably
withheld;

                  7.1.2. Insurance. All insurance coverage
carried by Seller with respect to the Real Property and in effect as of the
Effective Date shall remain continuously in full force and effect;

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                  7.1.3. Maintenance. Seller shall continue to maintain the Real Property in
substantially the same manner in which Seller is maintaining the Real Property
as of the Effective Date;

                  7.1.4. Personal Property. Seller shall
not remove any Personal Property from the Real Property unless it is replaced
with a comparable item of equal quality and quantity as existed at the time of
such removal and shall maintain the Personal Property in good condition and
repair.

                  7.1.5. Liens. Seller shall not transfer
any of the Property or create or, except as existing on the date hereof, permit
or suffer to exist on any of the Property any easements, liens, deeds of trust,
mortgages, security interests, encumbrances or other interests that would affect
the Property or any part thereof or Seller’s ability to comply with the terms of
this Agreement;

                  7.1.6. Performance under Leases. Seller
shall fully perform the obligations of the lessor under the Leases and promptly
notify Buyer of all defaults by Tenants; and

      8. Grant Deed. Seller shall
convey to Buyer all of its interest in the Real Property by a grant deed (the
“Deed”) in the form of Exhibit E, attached hereto.

      9. Estoppel Certificates.
Seller shall prepare an estoppel certificate (each, an “Estoppel Certificate”)
substantially in the form of Exhibit F, attached hereto, for each of the
Tenants and deliver the Estoppel Certificates to the Tenants within five
(5) business days after the Effective Date. Seller shall use commercially
reasonable efforts to secure the executed Estoppel Certificates from the Tenants
and deliver the Estoppel Certificates to Buyer not less than five (5) days
prior to Close of Escrow.

      10. Conditions Precedent. In
addition to the documents and funds which must be placed into Escrow prior to
Close of Escrow as stated in Section 11 of this Agreement, the following
are conditions precedent to Close of Escrow:

            10.1. Seller. The following are
conditions precedent to Seller’s obligation to proceed with Close of Escrow:

                  10.1.1. No Proceedings. No suit, action
or other proceeding (instituted by any party other than Seller) shall be pending
which seeks, nor shall there exist any judgment the effect of which is, to
restrain the purchase and sale of the Property;

                  10.1.2. Buyer’s Representations True and
Correct. Buyer’s representations and warranties set forth herein shall be true
and correct in all material respects on Close of Escrow;

                  10.1.3. Performance of Covenants. Buyer
shall have performed all of Buyer’s covenants and agreements contained in this
Agreement that are required to be performed by Buyer prior to or on Close of
Escrow; and

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                 10.1.4. Authority. Buyer shall have provided to Seller and Title Company
prior to Close of Escrow evidence of authority for Buyer to enter into this
Agreement and purchase the Property from Seller.

      10.2. Buyer. The following are conditions
precedent to the Buyer’s obligation to proceed with Close of Escrow:

                  10.2.1. Satisfaction With Due Diligence.
Buyer’s inspection and approval during the Due Diligence Period of the Due
Diligence Materials, the Leases, the Service Contracts, the Survey and all other
physical, environmental, legal and any other matters relating to the Property
that Buyer may elect to investigate.

                  10.2.2. Title. Buyer’s inspection and
approval of all title and survey matters relating to the Property within the
time periods provided in Sections 6.6 and 6.7.

                  10.2.3. Owner’s Title Policy. Buyer’s
receipt prior to Close of Escrow of an irrevocable written commitment of Title
Company to issue, upon the payment of its regularly scheduled premium, an ALTA
Owner’s Policy (1992 Form) of title insurance, with extended coverage (the
“Owner’s Title Policy”) dated as of the date and time of the recordation of the
Deed, in the amount of the Purchase Price, insuring Buyer that fee simple title
to the Real Property is vested in Buyer, subject only to (i) a lien for
real property taxes and assessments not then delinquent; (ii) matters of
title respecting the Real Property approved or deemed approved by Buyer during
the Due Diligence Period; and (iii) matters affecting the condition of
title to the Real Property created by or with the written consent of Buyer or
its agents, representatives, consultants or contractors.

                  10.2.4. Estoppel Certificates. Buyer’s
receipt not later than five (5) days prior to Close of Escrow and approval
of Estoppel Certificates executed by each of the Tenants in the form of
Exhibit F.

                  10.2.5. No Proceedings. As of Close of
Escrow, no suit, action or other proceeding (instituted by any party other than
Buyer) shall be pending which seeks, nor shall there exist any judgment the
effect of which is, to restrain the purchase and sale of the Property;

                  10.2.6. Seller’s Representations True and
Correct. As of Close of Escrow, Seller’s representations and warranties set
forth in this Agreement shall be true and correct in all material respects; and

                  10.2.7. Performance and Covenants. Seller
shall have performed all of the covenants and agreements herein that Seller is
required to perform on or before Close of Escrow.

                  10.2.8. Authority. Seller shall have
provided to Buyer and Title Company at Close of Escrow with evidence of
authority to enter into this Agreement and transfer the Property to Buyer.

      10.3. Failure of Buyer’s Conditions
Precedent. If any of Buyer’s conditions precedent described in Section 10.2
have not been satisfied or waived by the time provided

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therein, then this Agreement shall terminate. Upon termination of this
Agreement pursuant to the foregoing sentence, Seller shall direct the Escrow
Holder to return the Earnest Money Deposit to Buyer. If Close of Escrow fails to
occur due to a default under this Agreement by either Seller or Buyer, the
parties’ respective remedies shall be as described in Section 5 hereof.

      11. Escrow.

            11.1. Time. Close of Escrow shall occur
when all documents and funds specified in this Section 11 have been
deposited into Escrow. The failure of Seller or Buyer to be in a position by the
Scheduled Closing Date to fulfill their respective obligations with respect to
Close of Escrow and thus enable Title Company to cause Close of Escrow to occur
on the Scheduled Closing Date shall constitute a default by the party so
failing.

            11.2. Documents. On or before the
business day immediately preceding the Scheduled Closing Date, the parties shall
deposit into Escrow the funds and documents described below.

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                  11.2.1. Seller. Seller shall deposit the
following:

                        a. Deed. A duly executed and
acknowledged Deed, conveying to Buyer all of its interest in the Real Property;

                        b. Bill of Sale and Assignment. Two
(2) duly executed counterparts of a Bill of Sale and Assignment (the
“Assignment”) in the form of Exhibit G, attached hereto, transferring to
Buyer all of Seller’s interest in the Leases, Personal Property and Intangible
Property;

                        c. Notices to Tenants. Duplicate
originals of letters to the Tenants (the “Notices to Tenants”) in the form of
Exhibit H, attached hereto;

                        d. Non-Foreign Person Certificate. A
duly executed non-foreign person certificate (the “Non-Foreign Person
Certificate”) under Section 1445 of the Internal Revenue Code in the form
of Exhibit I, attached hereto;

                        e. Form 597-W. A duly executed
Withholding Exemption Certificate for Real Estate Sales (Form 597-W) (the
“Form 597-W”);

                        f. Seller’s Date Down Certificates.
A Seller’s Date Down Certificate (“Seller’s Date Down Certificate”) in the form
of Exhibit J, attached hereto; and

                        g. Additional Documents. Such
additional documents and funds, including without limitation, escrow
instructions consistent with the terms and conditions of this Agreement, as may
be reasonably required of Seller to close the transaction in accordance with
this Agreement.

                  11.2.2. Buyer. Buyer shall deposit the
following:

                        a. Purchase Price. The Purchase
Price, plus or minus the closing adjustments and prorations due hereunder;

                        b. Assignment. Two (2) duly
executed original counterparts of the Assignment;

                        c. Notices to Tenants. Duplicate
originals of the Notices to Tenants;

                        d. Buyer’s Date Down Certificate. A
duly executed Buyer’s Date Down Certificate in the form of Exhibit K,
attached hereto; and

                        e. Additional Documents. Such
additional documents and funds, including without limitation, escrow
instructions consistent with the terms and conditions of this Agreement, as may
be reasonably required of Buyer to close the transaction in accordance with this
Agreement.

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      11.3. Procedure. Escrow Holder shall
close the Escrow as follows:

                  11.3.1. Record Deed. Record the Deed in
the Official Records of Sonoma County, California and deliver conformed copies
thereof to Buyer and Seller;

                  11.3.2. Purchase Price. Deliver to Seller
by wire transfer to the account designated by Seller in writing, the Purchase
Price, minus prorations and closing costs;

                  11.3.3. Notices to Tenants. Deliver the
Notices to Tenants to the Tenants listed thereon as addressee;

                  11.3.4. Additional Deliveries to Seller.
Deliver to Seller (i) one (1) fully executed original of the
Assignment and Buyer’s Date Down Certificate and (ii) a copy of the fully
executed Notices to Tenants; and

                  11.3.5. Additional Deliveries to Buyer.
Deliver to Buyer (i) one (1) fully executed original of the
Non-Foreign Certificate, Assignment, Form 597-W, and Seller’s Date Down
Certificate, (ii) a copy of the fully executed Notices to Tenants, and
(iii) the Owner’s Title Policy.

      11.4. Possession. Seller shall deliver
possession of the Property to Buyer at Close of Escrow free and clear of all
tenants and occupants, except for the Tenants under the Leases.

      11.5. Deliveries Outside Escrow. Upon
Close of Escrow, Seller shall deliver (or shall have previously delivered) to
Buyer, the following items:

                  11.5.1. Keys; Security Systems. Keys to
all buildings located on the Real Property and access codes to any security
systems comprising part of the Property;

                  11.5.2. Leases. Originals or, to the
extent the originals are not available, copies of the Leases;

                  11.5.3. Approvals. Originals or, to the
extent originals are not available, copies of all governmental licenses, permits
and approvals relating to the occupancy or use of the Real Property;

                  11.5.4. Project Agreements and Project
Documents. Originals, or to the extent originals are not available, copies of
all construction drawings and specifications (including, without limitation,
structural, electrical, HVAC, mechanical and plumbing plans and specifications)
and any addenda thereto, and all other blueprints, architectural documents,
operating manuals and similar documents, landscaping plans, development plans
and shop drawings relating to the Improvements.

                  11.5.5. Warranties. Originals or, to the
extent originals are not available, copies of all existing warranties given by
third parties with respect to the Real Property.

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      11.6. Escrow Instructions. This Agreement
shall serve as escrow instructions and an executed copy of this Agreement shall
be deposited by Seller and Buyer with Escrow Holder following the execution and
delivery hereof. The parties agree to execute for the benefit of Escrow Holder
such additional escrow instructions as required, provided that the additional
escrow instructions do not change the terms of this Agreement but merely offer
protection to Escrow Holder. Seller and Buyer hereby designate Escrow Holder as
the “Reporting Person” for the transaction pursuant to Section 6045(e) of
the Internal Revenue Code.

      11.7. Closing Costs and Prorations.

               11.7.1. Closing Costs

                        a. Buyer’s Share of Closing Costs.
Buyer shall pay the following portions of the closing costs (the “Closing
Costs”) in connection with transfer of the Property: (A) the title
insurance premiums for the Owner’s Title Policy and any endorsements requested
by Buyer; (B) the Escrow fees; and (C) all recording fees incurred in
connection with the Deed.

                        b. Seller’s Share of Closing Costs.
Seller shall pay the following portions of the Closing Costs: (A) all City
and County documentary transfer taxes; and (B) all recording fees not the
responsibility of Buyer pursuant to Section 11.7.1.a above.

                        c. No Close of Escrow. If Close of
Escrow does not occur because of a failure of either Seller or Buyer to comply
with its obligations under this Agreement, the costs incurred in connection with
the Escrow, including the cost of the Title Report and any cancellation fees or
other costs of Title Company, shall be paid by the defaulting party. If Close of
Escrow does not occur because of any other reason, including any termination of
this Agreement by Buyer pursuant to Sections 6.5, 6.6 or 6.7, such costs
shall be paid equally by Buyer and Seller.

               11.7.2. Lease Rentals

                        a. Prorations. All accrued rent
(including all accrued operating expenses and tax escalations and recoveries),
charges and revenues of any kind under the Leases shall be prorated as of
11:59 p.m. Pacific Standard Time on the day immediately prior to Close of
Escrow (the “Proration Date”) based on the actual number of days in the month in
which Close of Escrow occurs. Buyer shall receive a credit at Closing for all
rents applicable to the period from and after Closing that are due and payable
in the month which Closing occurs, whether or not the rents are actually
collected by Seller. If, after Close of Escrow, either Buyer or Seller receives
any revenue to which it is not entitled under the terms of this Agreement, the
party receiving the revenue shall promptly forward such amount to the other
party.

                        b. Order of Application. Any
delinquent rents collected by Buyer after the Closing shall be applied first to
current rent then due, then to any delinquency accruing subsequent to Closing
and current post-Closing rental obligations and any balance

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thereof that is attributable to delinquencies accruing prior to Closing shall
be thereafter promptly paid to Seller.

                  11.7.3. Re-Proration. After the Closing
Date, when periodic tenant reconciliations are performed, Buyer and Seller shall
promptly re-prorate the rent, charges and revenues under the Leases if
(i) Buyer receives from a Tenant rent allocable to the period prior to and
including the Proration Date (e.g., a Tenant’s share of operating
expenses allocable to the period prior to and including the Proration Date
exceeds the amount of operating expenses paid by that Tenant to Seller for that
period and, as a result, the Tenant pays to Buyer additional rent under the
terms of its Lease), or (ii) at any time after the Proration Date, a Tenant
is entitled to be reimbursed (or receive a credit against future rent) for rent
paid by the Tenant to Seller allocable to the period prior to and including the
Proration Date (e.g., a Tenant’s share of operating expenses allocable to
the period prior to and including the Proration Date is less than the amount of
operating expenses paid by the Tenant to Seller during that period). Any amounts
due from one party to the other as a result of the re-proration shall be paid in
cash at the time of the re-proration.

                  11.7.4. Leasing Costs. All leasing
commissions and tenant improvement costs (collectively, “Leasing Costs”) due or
payable in connection with any Lease shall be paid in full by Seller at or prior
to Close of Escrow. Buyer shall be responsible for all Leasing Costs which shall
become due after Close of Escrow in connection with any other leases entered
into by Buyer.

                  11.7.5. Security Deposits. Buyer shall
receive a credit against the Purchase Price equal to all Tenant security
deposits or any other Tenant deposits currently held by Seller in connection
with the Leases.

                  11.7.6. Real Estate Taxes. All real and
personal property taxes attributable to the Real Property (to the extent they
are not the obligation of the Tenants) shall be prorated as of 11:59 p.m.
Pacific Standard Time on the Proration Date based on a 365-day year and the
assessed value of the Property in effect on the Proration Date. Seller shall pay
or credit Buyer for all such taxes attributable to periods through and including
the Proration Date. If at any time after the Proration Date additional or
supplemental taxes (which are not the obligation of the Tenants) are assessed
against the Real Property by reason of any event occurring prior to or on the
Proration Date, or there is any rebate of such taxes (with Seller being
responsible for the supplemental or additional taxes attributable to the period
prior to and including the Proration Date and Buyer being responsible for the
supplemental or additional taxes attributable to the period after the Proration
Date), Buyer and Seller shall promptly re-prorate such taxes, and any amounts
due from one party to the other shall be paid in cash at that time. All real and
personal property taxes, installments of bonds, special taxes and assessments,
and supplemental or additional taxes which are the obligations of the Tenants
shall be considered to be rent for purposes of prorating such taxes and shall be
prorated among Buyer and Seller pursuant to Section 11.7.2.

                  11.7.7. Utilities. Buyer shall arrange
with all utility services and companies serving the Real Property to have
accounts started in the name of Buyer or its

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property manager beginning as of the Closing Date. Seller shall assign to
Buyer any deposits Seller has with any utility services or companies. Buyer and
Seller shall cooperate to have the utility services and companies make utility
readings as of the Proration Date. If readings cannot be made, utility charges
shall be prorated as of 11:59 p.m. Pacific Standard Time on the Proration
Date based on estimates from the latest bills available; provided, in any event,
Seller shall pay, through and including the Proration Date, all utility charges
attributable to the Real Property that are not payable directly by Tenants. All
utility charges attributable to the Real Property that are payable directly by
Tenants shall be considered to be rent for purposes of prorating such utility
charges and shall be prorated among Buyer and Seller pursuant to
Section 11.7.2).

                  11.7.8. Insurance. Seller shall not
assign to Buyer any insurance policies in connection with the Property.

                  11.7.9. Calculations for Closing. Seller
and Buyer shall provide Escrow Holder with a preliminary calculation of
prorations no later than three (3) days prior to the Proration Date and a
final calculation no later than one (1) day prior to the Proration Date.
The final calculation shall be executed by each party and may be relied upon by
Escrow Holder in completing the closing adjustments and prorations. In the event
incomplete information is available, or estimates have been utilized to
calculate prorations as of the Proration Date, any prorations relating thereto
shall be further adjusted and completed outside of Escrow within sixty
(60) days after the Proration Date or as soon as possible after complete
information becomes available to Buyer and Seller. Any adjustments to initial
estimated prorations that are required upon review of such complete information
shall be made by Buyer and Seller, with due diligence and cooperation, by prompt
cash payment to the party entitled to a credit as a result of such adjustments.
Any errors or adjustments in calculations of the foregoing adjustments shall be
corrected or adjusted as soon as practicable after Close of Escrow.

                  11.7.10. Additional Costs. Buyer and
Seller each shall pay their own legal, lending and other fees and expenses
incurred in connection with the negotiation, documentation and closing of the
contemplated transactions.

      11.8. Failure to Furnish Non-Foreign
Person Certificate. If Seller shall fail to deposit into Escrow the Non-Foreign
Person Certificate as required by this Agreement, Buyer may at its option either
(i) delay Close of Escrow until such time as Seller has complied with the
conditions set forth herein, and such adjournment shall not place Buyer in
default of its obligations hereunder, or (ii) withhold from the Purchase
Price and remit to the Internal Revenue Service, a sum equal to ten percent
(10%) of the gross selling price of the Property or such other sum as shall be
required in accordance with the withholding obligations imposed upon Buyer
pursuant to Section 1445 of the Code. Such withholding shall not place
Buyer in default under this Agreement, and Seller shall not be entitled to claim
that such withholding shall excuse Seller’s performance under this Agreement.

      11.9. California Form 597. If
Seller’s permanent place of business is not located in California or Seller is
not a resident of California, then (i) Seller shall deliver to Escrow Holder a
completed and executed California Form 597, certifying, among other things, that


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Seller’s permanent place of business is not located in California or Seller
is not a resident of California, and (ii) Escrow Holder shall be entitled
to withhold from Seller an amount equal to three and one-third percent (3-1/3%)
of the Purchase Price, and pay such withheld amounts to the Franchise Tax Board
of California within twenty (20) days following Close of Escrow.

      12. Brokerage Commission.
Upon Close of Escrow, a real estate sales commission (the “Commission”) shall be
paid by Seller to Sabella & Lipman (“Seller’s Broker”) pursuant to a
separate agreement entered into between Seller and Seller’s Broker. Except for
Seller’s payment to Seller’s Broker of the Commission (from payment of which
Seller shall indemnify and hold harmless Buyer), each party to this Agreement
warrants to the other that no person or entity can properly claim a right to a
real estate commission, finder’s fee or other real estate brokerage-type
compensation (collectively, “Real Estate Compensation”) based upon the acts of
that party with respect to the transaction contemplated by this Agreement. Each
party hereby agrees to indemnify and defend the other (by counsel reasonably
acceptable to the party seeking indemnification) against and hold the other
harmless from and against any and all loss, damage, liability or expense,
including costs and reasonable attorneys’ fees, resulting from any claims for
Real Estate Compensation by any person or entity based upon such acts.

      13. Condemnation/Casualty.

            13.1. Right to Terminate. If before Close
of Escrow, all or any portion of the Property is damaged or destroyed by fire or
other casualty, or is taken by condemnation or eminent domain (or an action of
condemnation or eminent domain has been commenced or threatened against all or
any portion of the Property), Seller shall promptly notify Buyer of such fact,
and Buyer shall have the option to terminate this Agreement upon notice to
Seller on or before the Closing Date.

            13.2. Election to Terminate. Upon Buyer’s
termination of this Agreement pursuant to this Section 13, Seller shall
immediately instruct Escrow Holder to return Earnest Money Deposit to Buyer.
Upon termination of this Agreement, neither Buyer nor Seller shall have any
further rights or obligations under this Agreement.

            13.3. No Election to Terminate. If Buyer
does not exercise the option to terminate this Agreement, neither Buyer nor
Seller shall have the right to terminate this Agreement. However, Buyer shall be
entitled to receive and keep at Close of Escrow all insurance proceeds, in the
event of a casualty, and all rights to receive future awards, in the case of a
taking by condemnation or eminent domain with respect to the Property, and Close
of Escrow shall be consummated pursuant to the terms hereof without any
reduction in the Purchase Price. Until the Close of Escrow or the earlier
termination of this Agreement by Buyer, all such insurance proceeds and awards
shall be deposited with Title Company into Escrow, for disbursement in
accordance with the foregoing provisions.

      14. Representations and
Warranties.

            14.1. Buyer. Buyer represents and
warrants to Seller the following:

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                 14.1.1. Authority. Buyer has the full power to execute and deliver and fully
perform its obligations under this Agreement; and this Agreement constitutes a
valid and legally binding obligation of Buyer, enforceable in accordance with
its terms.

                  14.1.2. No Violation. Neither this
Agreement nor anything provided to be done hereunder violates or shall violate
any contract, agreement or instrument to which Buyer is a party, the effect of
which shall be to prohibit or to seek or purport to prohibit Buyer from
fulfilling its obligations under this Agreement.

                  14.1.3. No Assignment. Buyer has not made
(i) a general assignment for the benefit of creditors; (ii) filed any
voluntary petition in bankruptcy or suffered the filing of an involuntary
petition by Buyer’s creditors; (iii) suffered the appointment of a receiver to
take possession of all or substantially all of Buyer’s assets;
(iv) suffered the attachment or other judicial seizure of all, or
substantially all, of Buyer’s assets; (v) admitted in writing its inability
to pay its debts as they become due; or (vi) made an offer of settlement,
extension or composition to its creditors generally.

      14.2. Seller. Seller represents and
warrants to Buyer the following:

                  14.2.1. Authority. Seller has the full
power to execute and deliver and fully perform its obligations under this
Agreement; and this Agreement constitutes a valid and legally binding obligation
of Seller, enforceable in accordance with its terms.

                  14.2.2. No Violation. Neither this
Agreement nor anything provided to be done hereunder violates or shall violate
any contract, agreement or instrument to which Seller is a party, the effect of
which shall be to prohibit or to seek or purport to prohibit Seller from
fulfilling its obligations under this Agreement.

                  14.2.3. No Assignment. Seller has not
(i) made a general assignment for the benefit of creditors; (ii) filed
any voluntary petition in bankruptcy or suffered the filing of an involuntary
petition by its creditors; (iii) suffered the appointment of a receiver to
take possession of all or substantially all of its assets; (iv) suffered
the attachment or other judicial seizure of all, or substantially all, of its
assets; (v) admitted in writing its inability to pay its debts as they come
due; or (vi) made an offer of settlement, extension or composition to its
creditors generally.

                  14.2.4. No Litigation. Seller has not
received any actual notice of any pending or threatened litigation which would
materially and adversely affect the Property.

                  14.2.5. Notice of Violations. Except as
disclosed in the Due Diligence Documents, Seller has not received any written
notice from any governmental authority and Seller is not aware of any violation
of any law, regulation or code, including any building code, with respect to the
Property which has not been cured.

                  14.2.6. No Eminent Domain Action. Seller
has not received any written notice from any governmental authority and Seller
is not aware of any eminent domain proceedings for the condemnation of the Real
Property that are threatened or currently pending.

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      14.2.7. Service Contracts. The documents
constituting the Service Contracts which are delivered or made available to
Buyer pursuant to Section 6.1 are true, correct and complete copies of the
Service Contracts and there is no default or alleged default by Seller or the
vendor under the Service Contracts that has not been cured.

      14.2.8. No Additional Leases. Seller has
not entered into or assumed any lease relating to the Property that is in effect
as of the Effective Date except the Leases set forth in Exhibit B. The
documents constituting the Leases and delivered to Buyer pursuant to
Section 6.1 are true, correct and complete copies of the Leases. Seller has
not received any written notice of any default or breach on the part of the
landlord under any Lease which has not been cured.

      14.2.9. Licenses, Permits, Etc. Seller
has obtained all approvals, easements and rights of way which are required by
any and all governmental authorities having jurisdiction over the Property or by
private parties for the normal use, occupancy and operation of the Property and
to ensure continued free and unrestricted vehicular and pedestrian ingress to
and egress from the Property; all such approvals are in full force and effect
and, to the best of Seller’s knowledge, there are no facts or circumstances
which might result in revocation of or failure to renew the same; the
Improvements comply with all applicable laws, statutes, ordinances, rules and
regulations of any and all govern-mental or quasi-governmental agencies having
or claiming jurisdiction over the Property or the use of all or any part thereof
(“Legal Requirements”) and there are no violations thereof.

      14.2.10. Due Diligence Materials. All Due
Diligence Materials and other information which Seller has provided to Buyer
concerning the Property are true, correct and complete.

      14.2.11. Outstanding Contracts. As of the
Closing Date, there will be no outstanding contracts made by Seller for any
improvements to the Property which have not been fully paid for, and Seller will
discharge and satisfy all of its obligations and liabilities under the Service
Contracts before the Closing Date, except to the extent expressly assumed in
writing by Buyer.

      14.2.12. Property. Except as disclosed by
the public records of the county recorder’s office of the county in which the
Land is located, Seller has good and marketable fee simple title to the
Property, free and clear of any lien, charge or other encumbrance created or
imposed during the period that Seller has owned the Property and, to the best of
Seller’s knowledge, during any prior period. No one, including any Tenant, has
any option or right of first refusal to purchase the Property.

      14.2.13. Hazardous Materials.

                  (i) The term “Hazardous Materials”
shall mean any substance: (i) the presence of which requires investigation
or remediation under any federal, state or local statute, regulation, ordinance,
order, action, policy or common law; (ii) which is or becomes defined as a
“hazardous waste,” “hazardous substance,” pollutant or contaminant under any

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federal, state or local statute, regulation, ordinance, rule, directive or
order or any amendments thereto (hereinafter referred to as “Environmental
Laws”) including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) and/or the
Resource Conservation and Recovery Act (41 U.S.C. Section 6901 et seq.);
(iii) which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by
any governmental authority, agency, department, commission, board, agency or
instrumentality of the United States, the State of California or any political
subdivision thereof; (iv) which contains gasoline, diesel fuel or other
petroleum hydrocarbons; (v) which contains polychlorinated biphenyls
(PCBs), asbestos or urea formaldehyde foam insulation; or (vi) radon gas.

                  (ii) To the best of Seller’s
knowledge, the Property is not in violation of any Environmental Laws.

                  (iii) Except as disclosed in the Due
Diligence Documents, there has been no use, presence, disposal, storage,
generation or release (as those terms are used in the Environmental Laws, and
hereinafter collectively referred to as “Use”) of Hazardous Materials on, from
or under the Property during the period that Seller has owned the Property or,
to the best of Seller’s knowledge, during any prior period.

                  (iv) No enforcement action or
litigation has been brought or, to the best of Seller’s knowledge threatened
against, Seller or the Property during the period that Seller has owned the
Property or, to the best of Seller’s knowledge, during any prior period, nor any
settlements reached by Seller or, to the best of Seller’s knowledge, any prior
owner of or other party having any interest in the Property, with any party or
parties, alleging use of any Hazardous Materials on, from or under the Property.


                  (v) There are no underground storage
tanks on the Property.

                  (vi) The scope of the
representations and warranties set forth in Sections 14.2.13(i), (ii), (iii),
(iv) and (v) shall not diminish in any respect any liability of Seller
to Buyer which would otherwise exist under the Environmental Laws.

            14.2.14. ERISA. The Property does not
constitute an asset of an employee benefit plan as defined in the Employee
Retirement Income Security Act of 1974.

            14.2.15. Subsequent Changes. Seller will
promptly notify Buyer in writing of any event or occurrence which would cause
any of Seller’s above representations and warranties to cease to be true or
correct in any respect.

      14.3. Indemnity. Seller shall indemnify,
defend and hold harmless Buyer from and against any and all damages,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys’ fees) directly or indirectly arising from any
(i) misrepresentation of Seller contained herein, (ii) breach of any
warranty or covenant of Seller contained herein, or (iii) personal injury,
property damage, contractual or other claims in connection with the Property to
the extent such claims are attributable to the period on or before Close of
Escrow.

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            14.4. No Warranties. Except for those
representations and warranties expressly set forth in Section 14.2, the
parties understand and acknowledge that no person acting on behalf of Seller is
authorized to make, and by execution hereof Buyer acknowledges that no person
has made, any representation or warranty regarding the Property, or the
transaction contemplated herein, or regarding Leases or the zoning,
construction, physical condition or other status of the Real Property. No
representation, warranty, agreement, statement, guaranty or promise, if any,
made by any person acting on behalf of Seller which is not contained in this
Agreement shall be valid or binding on Seller.

      15. Miscellaneous.

            15.1. Successors and Assigns. This
Agreement shall be binding upon the heirs, executors, administrator, and
successors and assigns of Seller and Buyer. Notwithstanding the forgoing, except
in order to effectuate an Exchange, Seller may not assign its rights and
obligations under this Agreement without the prior written consent of Buyer
(which consent may be withheld in each party’s sole discretion). No assignment
by Seller shall result in Seller being released from any obligations under this
Agreement. Any assignment in violation of this Section shall be void.

            15.2. Entire Agreement. This Agreement
contains all of the covenants, conditions and agreements between the parties and
shall supersede all prior correspondence, agreements and understandings, both
oral and written.

            15.3. Attorneys’ Fees. Should either
party employ attorneys to enforce any of the provisions of this Agreement or to
protect its interest in any manner arising under this Agreement, or to recover
damages for breach of this Agreement, or to enforce any judgment relating to
this Agreement and the transaction contemplated hereby, the prevailing party
shall be entitled to reasonable attorneys’ fees and court costs.

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

            15.5. Further Assurances. Seller and
Buyer shall promptly perform, execute and deliver or cause to be performed,
executed and/or delivered at or after Close of Escrow any and all acts, deeds
and assurances, including the delivery of any documents, as either party or
Escrow Holder may reasonably require in order to carry out the intent and
purpose of this Agreement.

            15.6. Severability. In case any one
(1) or more of the provisions contained in this Agreement for any reason is
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

            15.7. Notices.

                  15.7.1. Means/Receipt. All notices or
other communications required or permitted hereunder shall be in writing, and
shall be personally delivered or sent by registered or

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certified mail, postage prepaid, return receipt requested, national overnight
courier service (next business day delivery) or facsimile, and shall be deemed
received upon the earlier of (i) if personally delivered, the date of
delivery to the address of the person to receive such notice, (ii) if
mailed, three (3) business days after the posting by the United States Post
Office, (iii) if sent by national overnight courier service (next business
day delivery), one (1) business day after delivery to such courier service, or
(iv) if given by facsimile, upon electronic evidence of receipt.

            15.7.2. Addresses. Any notice to Seller
shall be sent to Seller at Seller’s Address, as stated on page (i) of this
Agreement. Any notice to Buyer shall be sent to Buyer at Buyer’s Address, as
stated on page (i) of this Agreement.

      15.8. Counterparts. This Agreement may be
executed in one (1) or more counterparts, and all the counterparts shall
constitute but one (1) and the same agreement, notwithstanding that all
parties hereto are not signatory to the same or original counterpart.

      15.9. Time. Time is of the essence of
every provision contained in this Agreement.

      15.10. Nonwaiver. Unless otherwise
expressly provided in this Agreement, no waiver by Seller or Buyer of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by Seller or Buyer, as the case may be. No delay or omission in the
exercise of any right or remedy accruing to Seller or Buyer, as the case may be,
upon any breach under this Agreement shall impair such right or remedy or be
construed as a waiver of any such breach theretofore or thereafter occurring.
The waiver by Seller or Buyer of any breach of any term, covenant or condition
herein stated shall not be deemed to be a waiver of any other term, covenant or
condition.

      15.11. Survival. Each of the terms,
covenants, conditions, representations and warranties contained in this
Agreement shall survive the delivery of the Deed to Buyer and shall not be
deemed to have merged into the Deed.

      15.12. Captions. Section titles or
captions contained in this Agreement are inserted as a matter of convenience and
for reference, and in no way define, limit, extent or describe the scope of this
Agreement.

      15.13. Exhibits. All exhibits attached
hereto shall be incorporated herein by reference as if set out herein in full.

      15.14. Construction. The parties
acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendment or exhibits hereto.

      15.15. Business Day. As used herein, the
term “business day” shall mean any day other than a Saturday, Sunday or day on
which banks in the State of California are authorized to be closed for business.


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      16. Deferred Exchange. Either
party may consummate the purchase or sale of the Property as part of a so-called
like kind exchange (the “Exchange”) pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, provided that (i) Close of
Escrow shall not be delayed or affected by reason of the Exchange, nor shall the
consummation or accomplishment of the Exchange be a condition precedent or
condition subsequent to either party’s obligations under this Agreement;
(ii) the party electing to consummate this transaction as part of an
Exchange (the “Electing Party”) shall effect the Exchange through an assignment
of this Agreement, or its rights under this Agreement, to a qualified
intermediary; (iii) the other party (the “Accommodator”) shall not be
required to take an assignment of the purchase agreement for the relinquished
property or be required to acquire or hold title to any real property for
purposes of consummating the Exchange; and (iv) the Electing Party shall
pay any additional costs that would not otherwise have been incurred by the
Accommodator had the Electing Party not consummated this transaction through the
Exchange. The Accommodator shall not by this Agreement or acquiescence to the
Exchange proposed by the Electing Party have its rights under this Agreement
affected or diminished in any manner or be responsible for compliance with or be
deemed to have warranted to the Electing Party that the Exchange in fact
complies with Section 1031 of the Internal Revenue Code of 1986, as
amended.

      IN WITNESS WHEREOF, the parties
hereto have executed this Agreement in one or more counterparts, on the date set
forth above, effective as of the date first above written.


	 
	“Seller”
	 
	REGAN HOLDING CORP., a
      California
corporation
	 
	By: /s/ H. Lynn Stafford
      

Name: H. Lynn Stafford
      

      Its: Chief Information Officer
      


	 
	“Buyer”
	 
	BASIN STREET PROPERTIES, a
      California
corporation
	 
	By: /s/ Matthew T. White
      

Name: Matthew T. White
      

Its: President











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