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                                                                   Exhibit 10.52

                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS

                                     BETWEEN

                           ALMA SCHOOL TOWN CENTER LLC

                                    AS SELLER

                                       AND

                                  SERIES D, LLC

                                    AS BUYER

                                OCTOBER 25, 2005

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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

DATED:   Dated to be effective as of October 25, 2005 (the "Effective Date").

PARTIES: This Purchase Agreement and Escrow Instructions is between  ALMA SCHOOL
         TOWN CENTER LLC, an Arizona limited liability company, as "Seller", and
         SERIES D, LLC, an Arizona limited liability company, as "Buyer".

     WHEREAS, as of the Effective Date, Seller is the fee title owner of that
certain improved property located at 1920 South Alma School Road, Chandler,
Arizona 85248, as legally described on Exhibit A attached hereto (the "Real
Property");

     WHEREAS, as of the Effective Date, the Real Property is improved with a
building containing approximately 31,063 square feet (the "Building") which
Building is leased to Mountainside Fitness Centers of Ocotillo LLC ("Tenant") in
accordance with a written lease (the "Lease"). The Real Property, the Building,
the improvements to the Real Property (the "Improvements"), the personal
property, if any, of Seller located on the Real Property and Seller's interest
in the Lease and all rents issued and profits due or to become due thereunder
are hereinafter collectively referred to as the "Property"; and

     WHEREAS, Buyer desires to purchase the Property from Seller and Seller
desires to sell the Property to Buyer free and clear of all liens, all as more
particularly set forth in this Purchase Agreement and Escrow Instructions (the
"Agreement").

     NOW THEREFORE, in consideration of the promises set forth in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Seller and Buyer (each, a "Party" and, collectively, the
"Parties") hereby agree as follows:

     1. INCORPORATION OF RECITALS. All of the foregoing Recitals are hereby
incorporated as agreements of the Parties.

     2. BINDING AGREEMENT. This Agreement constitutes a binding agreement
between Seller and Buyer for the sale and purchase of the Property subject to
the terms set forth in this Agreement. Subject to the limitations set forth in
this Agreement, this Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns. This Agreement supersedes
all other written or verbal agreements between the Parties concerning any
transaction embodied in this Agreement. No claim of waiver or modification
concerning the provision of this Agreement shall be made against a Party unless
based upon a written instrument signed by such Party.

     3. INCLUSIONS IN PROPERTY.

          (a) The Property. The term "Property" shall also include the
following:

               (1) all tenements, hereditaments and appurtenances pertaining to
the Real Property;

               (2) all mineral, water and irrigation rights, if any, running
with or otherwise pertaining to the Real Property;

               (3) all interest, if any, of Seller in any road adjoining the
Real Property;

               (4) all interest, if any, of Seller in any award made or to be
made or settlement in lieu thereof for damage to the Property by reason of
condemnation, eminent domain or exercise of police power;

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               (5) all of Seller's interest in the Building, the Improvements
and any other improvements and fixtures on the Real Property;

               (6) all of Seller's interest, if any, in any equipment, machinery
and personal property on or used in connection with the Real Property (the
"Personalty");

               (7) the Lease and security deposit, if any, now or hereafter due
thereunder; and,

               (8) all of Seller's interest, to the extent transferable, in all
permits and licenses (the "Permits"), warranties, contractual rights and
intangibles (including rights to the name of the Improvements as well as
architectural/engineering plans) with respect to the operation, maintenance,
repair or improvement of the Property (collectively, the "Contracts").

          (b) The Transfer Documents. Except for the Personalty which shall be
transferred by that certain bill of sale from Seller to Buyer, a specimen of
which is attached hereto as Exhibit B (the "Bill of Sale"), the Lease which is
to be transferred by that certain assignment and assumption of lease, a specimen
of which is attached hereto as Exhibit C (the "Assignment of Lease"), the
Permits and Contracts which are to be transferred by that certain assignment
agreement, a specimen of which is attached hereto as Exhibit D (the "Assignment
Agreement"), all components of the Property shall be transferred and conveyed by
execution and delivery of Seller's special warranty deed, a specimen of which is
attached hereto as Exhibit E (the "Deed"). The Bill of Sale, the Assignment of
Lease, the Assignment Agreement and the Deed are hereinafter collectively
referred to as the "Transfer Documents".

     4. PURCHASE PRICE. The price to be paid by Buyer to Seller for the Property
is FIVE MILLION EIGHT HUNDRED SIXTY-THREE THOUSAND and NO/100 Dollars
($5,863,000.00) (the "Purchase Price"), payable as follows:

          (a) Seventy-Five Thousand and No/100 Dollars ($75,000.00) earnest
money (the "Earnest Money Deposit") to be deposited in escrow with Fidelity
National Title Insurance Company, 40 North Central Avenue, Suite 2850, Phoenix,
Arizona 85004, Attention: Ms. Mary Garcia ("Escrow Agent") not later than five
(5) business days following the receipt by Escrow Agent of a fully-executed
original of this Agreement (said receipt by Escrow Agent of both a
fully-executed original of this Agreement and the Earnest Money Deposit, the
"Opening of Escrow"), which Earnest Money Deposit is to be held by Escrow Agent
until released to Seller or Buyer as provided herein or paid to Seller at close
of escrow ("COE"); and

          (b) Five Million Seven Hundred Eighty-Eight Thousand and No/100
Dollars ($5,788,000.00) in additional cash, or other immediately available funds
(as may be increased or decreased by such sums as are required to take into
account any additional deposits, prorations, credits, or other adjustments
required by this Agreement), to be deposited in escrow with Escrow Agent on or
before COE (the "Additional Funds") which is to be held by Escrow Agent until
cancellation of this Agreement as provided herein or paid to Seller at COE.

     5. DISPOSITION OF EARNEST MONEY DEPOSIT. Seller and Buyer hereby instruct
Escrow Agent to place the Earnest Money Deposit in a federally insured
interest-bearing passbook account on behalf of Seller and Buyer. The Earnest
Money Deposit and interest thereon shall be applied as follows:

          (a) if Buyer cancels this Agreement as Buyer is so entitled to do as
provided in this Agreement, the Earnest Money Deposit and all interest earned to
the effective date of withdrawal shall be paid immediately to Buyer;

          (b) if the Earnest Money Deposit is forfeited by Buyer pursuant to
this Agreement, such Earnest Money Deposit and all interest earned to the date
of withdrawal shall be paid to Seller as Seller's agreed and total liquidated
damages, it being acknowledged and agreed that it would be difficult or
impossible to determine Seller's exact damages; and

          (c) if escrow closes, the Earnest Money Deposit and all interest
earned to COE shall be credited to Buyer, automatically applied against the
Purchase Price and paid to Seller at COE.

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     6. PRELIMINARY TITLE REPORT AND OBJECTIONS. Within ten (10) days after the
Opening of Escrow, Escrow Agent shall deliver a current Preliminary Title Report
(the "Report") for an ALTA extended coverage title insurance policy (the
"Owner's Policy") on the Property to Buyer and Seller. The Report shall show the
status of title to the Property as of the date of the Report and shall also
describe the requirements of Escrow Agent for the issuance of the Owner's Policy
as described herein. The cost of the Owner's Policy shall be paid by the Seller.
Any additional costs for an extended coverage policy shall be paid by Buyer. In
addition to the Report, Escrow Agent shall simultaneously deliver to Buyer
legible copies of all documents identified in Part Two of Schedule B of the
Report. If Buyer is dissatisfied with any exception to title as shown in the
Report, then Buyer may either, by giving written notice thereof to Escrow Agent
(i) on or before expiration of the Study Period (as defined below) or (ii) ten
(10) days from Buyer's receipt of the Report, whichever is later, (a) cancel
this Agreement, whereupon the Earnest Money Deposit plus interest shall be
returned to Buyer together with all documents deposited in escrow by Buyer, or
(b) provisionally accept the title subject to Seller's agreement to cause the
removal of any disapproved exceptions or objections, in which case Seller shall
(at its sole cost) remove the exceptions or objections (or, if acceptable to
Buyer, obtain title insurance endorsements over the exceptions and objections)
before COE. Seller shall notify Buyer in writing within five (5) days after
receiving Buyer's written notice of disapproval of any exception, if Seller does
not intend to remove (or endorse over) any such exception and/or objection.
Seller's lack of response shall be deemed as Seller's affirmative commitment to
remove the objectionable exceptions (or obtain title insurance endorsements over
said exceptions and objections, if acceptable to Buyer) prior to COE. In the
event the Report is amended to include new exceptions that are not set forth in
a prior Report, Buyer shall have until the later of (i) the expiration of the
Study Period, or (ii) the date seven (7) days after Buyer's receipt of the
amended Report and copies of the documents identified in the new exceptions or
new requirements, within which to cancel this Agreement and receive a refund of
the Earnest Money Deposit plus interest or to provisionally accept the title
subject to Seller's agreement to cause the removal of any disapproved exceptions
or objections. If Seller serves notice to Buyer that Seller does not intend to
remove such exceptions and objections before COE, Buyer shall, within ten (10)
days thereafter, notify Seller and Escrow Agent in writing of Buyer's election
to either (i) terminate this Agreement, whereupon the Earnest Money Deposit plus
interest shall be returned to Buyer and all obligations shall terminate, or (ii)
Buyer may waive such objections and the transaction shall close as scheduled. If
written notice of dissatisfaction is not timely given by Buyer to Seller
pursuant to this Section 6, then Buyer shall be deemed to have disapproved of
the condition of the title of the Property as shown by the Report, and shall
have elected to terminate this Agreement.

     7. BUYER'S STUDY PERIOD.

          (a) The Study Period. Buyer shall have until the later of 5:00 p.m.
MST on (i) the thirtieth (30th) day after the Opening of Escrow, (ii) thirty
(30) days from Buyer's receipt of all deliveries of Seller's Diligence Materials
(as hereinafter defined), or (iii) that day which is ten (10) days from Buyer's
receipt of the Report and legible copies of all documents identified in Part Two
of Schedule B of the Report (the "Study Period"), at Buyer's sole cost, within
which to conduct and approve any investigations, studies or tests deemed
necessary by Buyer, in Buyer's sole discretion, to determine the feasibility of
acquiring the Property, including, without limitation, Buyer's right to: (i)
review and approve the Survey, the Lease, Seller's operating statements with
respect to the Property, and the Contracts; (ii) meet and confer with Tenant;
and, (iii) obtain, review and approve an environmental study of the Real
Property and Building (collectively, "Buyer's Diligence").

          (b) Right of Entry. Subject to the prior rights of the Tenant in the
Property, Seller hereby grants to Buyer and Buyer's agents, employees and
contractors the right to enter upon the Property, at any time or times during
the Study Period, to conduct Buyer's Diligence. In consideration therefor, Buyer
shall and does hereby agree to indemnify and hold Seller harmless from any and
all liabilities, claims, losses or damages, including, but not limited to, court
costs and attorneys' fees, which may be incurred by Seller as a direct result of
Buyer's Diligence. Buyer's indemnity and hold harmless obligation shall survive
cancellation of this Agreement or COE.

          (c) Cancellation. Unless Buyer so notifies Seller or Escrow Agent, in
writing, on or before the end of the Study Period of Buyer's acceptance of
Buyer's Diligence and waiver of the contingencies as set forth in this Section
7, this Agreement shall be canceled and the Earnest Money Deposit plus interest
shall be returned immediately to Buyer and, except as otherwise provided in this
Agreement, neither of the Parties shall have any further liability or obligation
under this Agreement.

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     8. DELIVERY OF SELLER"S DILIGENCE MATERIALS.

          (a) Deliveries to Buyer. Seller agrees to deliver to Buyer
contemporaneously with the Opening of Escrow all information in Seller's
possession or control relating to the leasing, operating, maintenance,
construction (including the Certificate of Occupancy for the Property), repair,
zoning (including any zoning verification letters), platting, engineering, soil
tests, water tests, environmental tests, master planning, architectural drawings
and like matters regarding the Property (collectively, "Seller's Diligence
Materials"), all at no cost to Buyer. The foregoing deliveries shall include,
but not be limited to, copies of all: (i) books of account and records for the
Property for the last twenty-four (24) months (including year-end Tenant CAM
expense reconciliations); (ii) the Lease, including any amendments thereto and a
copy of the leasehold title insurance policy delivered to Tenant; (iii) a
detailed listing of all capital expenditures on the Property for the last
thirty-six (36) months; (iv) the maintenance history of the Property for the
last twenty-four (24) months; (v) current maintenance, management, and listing
contracts for the Property including any amendments thereto; (vi) all claims or
suits by Tenant or third parties involving the Property or the Lease or any
Contracts (whether or not covered by insurance); (vii) a list of all claims or
suits by or against Seller regarding the Property for the last thirty-six (36)
months; (viii) any appraisals of the Property; (ix) the site plan with respect
to the Property; and (x) any other documents or other information in the
possession of Seller or its agents pertaining to the Property that Buyer may
reasonably request in writing.

          (b) Delivery by Buyer. If this Agreement is canceled for any reason,
except Seller's willful default hereunder, Buyer agrees to deliver to Seller
upon payment by Seller to Buyer of Buyer's cost thereof, copies of those
investigations, studies and/or tests which Buyer may have elected to obtain.

     9. THE SURVEY. Buyer, at Buyer's cost, may cause a surveyor licensed in the
State of Arizona to complete and deliver to Escrow Agent and Seller a current,
certified ALTA survey of the Real Property, Building and Improvements (the
"Survey"), whereupon the legal description in the Survey shall control over the
description in Exhibit A attached hereto to the extent they may be inconsistent.
The Survey shall set forth the legal description and boundaries of the Property
and all easements, encroachments and improvements thereon.

     10. IRS SECTION 1445. Seller shall furnish to Buyer in escrow by COE a
sworn affidavit (the "Non-Foreign Affidavit") stating under penalty of perjury
that Seller is not a "foreign person" as such term is defined in Section
1445(f)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). If
Seller does not timely furnish the Non-Foreign Affidavit, Buyer may withhold (or
direct Escrow Agent to withhold) from the Earnest Money Deposit and/or the
Additional Funds, an amount equal to the amount required to be so withheld
pursuant to Section 1445(a) of the Code, and such withheld funds shall be
deposited with the Internal Revenue Service as required by such Section 1445(a)
and the regulations promulgated thereunder. The amount withheld, if any, shall
nevertheless be deemed to be part of the Purchase Price paid to Seller.

     11. DELIVERY OF POSSESSION. Seller shall deliver possession of the Property
to Buyer at COE subject only to the rights of Tenant under the Lease as approved
by Buyer as part of Buyer's Diligence.

     12. BUYER'S CONDITIONS PRECEDENT. In addition to all other conditions
precedent set forth in this Agreement, Buyer's obligations to perform under this
Agreement and to close escrow are expressly subject to the following:

          (a) the delivery by Seller to Escrow Agent, for delivery to Buyer at
COE, of the executed original Transfer Documents;

          (b) the issuance of the Owner's Policy (or a written commitment
therefor) subject only to those matters approved or deemed approved by Buyer
pursuant to this Agreement;

          (c) the delivery by Seller to Buyer at COE of all security deposits
and pre-paid/abated rents under the Lease, if any, in the form of a credit in
favor of Buyer against the Additional Funds;

          (d) the deposit by Seller with Buyer not later than ten (10) business
days prior to COE of (i) an original estoppel certificate naming Buyer (or its
designee) and Wachovia Bank, National Association as

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addressees, which certificate must be reasonably acceptable to Buyer, in
Tenant's standard form, and (ii) a subordination, non-disturbance and attornment
agreement, in form and substance reasonably acceptable to Tenant, for the
benefit of Wachovia Bank, National Association, both executed by Tenant under
the Lease;

          (e) the deposit with Escrow Agent and Buyer prior to the expiration of
the Study Period of an executed waiver by Tenant of any right of first refusal
under the Lease;

          (f) the deposit with Escrow Agent of an executed affidavit of Seller
and such other documentation as may be reasonably required by Escrow Agent to
allow for the deletion of the mechanics' lien exception from the Owner's Policy;

          (g) the delivery by Seller to Buyer of the final Certificate of
Occupancy for the Improvements;

          (h) the deposit with Escrow Agent of a letter from Seller to Tenant
requesting that future rent under the Lease be paid to Buyer;

          (i) delivery of the SEC Filing Information (as hereinafter defined)
and the SEC Filings Letter (as hereinafter defined) by Seller to Buyer not less
than five (5) days prior to COE; and

          (j) delivery to Buyer of originals of the Lease, the Contracts and
Permits, if any, in the possession of Seller or Seller's agents, and any
correspondence with respect thereto, together with such non-proprietary leasing
and property manuals, files and records which are material in connection with
the continued operation, leasing and maintenance of the Property.

If the foregoing conditions have not been satisfied by the specified date or COE
as the case may be, then Buyer shall have the right, at Buyer's sole option, by
giving written notice to Seller and Escrow Agent, to cancel this Agreement,
whereupon the Earnest Money Deposit plus interest shall be paid immediately by
Escrow Agent to Buyer and, except as otherwise provided in this Agreement,
neither of the Parties shall have any further liability or obligation under this
Agreement.

     13. SELLER'S WARRANTIES. Seller hereby represents and warrants to Buyer as
of the Effective Date and again as of COE that:

          (a) there are no unrecorded leases (other than the Lease), liens or
encumbrances which may affect title to the Property;

          (b) to Seller's actual knowledge, no notice of violation has been
issued with regard to any applicable regulation, ordinance, requirement,
covenant, condition or restriction relating to the present use or occupancy of
the Property by any person, authority or agency having jurisdiction;

          (c) to Seller's actual knowledge, there are no intended public
improvements which will or could result in any charges being assessed against
the Property which will result in a lien upon the Property;

          (d) to Seller's actual knowledge, there is no impending or
contemplated condemnation or taking by inverse condemnation of the Property, or
any portion thereof, by any governmental authorities;

          (e) there are no suits or claims pending or to Seller's actual
knowledge, threatened with respect to or in any manner affecting the Property,
nor does Seller know of any circumstances which should or could reasonably form
the basis for any such suits or claims which have not been disclosed in writing
to Buyer by Seller;

          (f) Seller has not entered into and there is not existing any other
agreement, written or oral, under which Seller is or could become obligated to
sell the Property, or any portion thereof, to a third party and Seller will not
enter into nor execute any such agreement without Buyer's prior written consent;

          (g) Seller has not and will not, without the prior written consent of
Buyer, take any action before any governmental authority having jurisdiction
thereover, the object of which would be to change the present

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zoning of or other land-use limitations, upon the Property, or any portion
thereof, or its potential use, and, to Seller's knowledge after due inquiry,
there are no pending proceedings, the object of which would be to change the
present zoning or other land-use limitations;

          (h) this transaction will not in any way violate any other agreements
to which Seller is a party;

          (i) Seller has full power and authority to execute, deliver and
perform under this Agreement as well as under the Transfer Documents, specimens
of which are attached hereto as Exhibits;

          (j) no default of Seller exists under any of the Contracts and, to
Seller's knowledge after due inquiry, no default of the other parties exists
under any of the Contracts;

          (k) no consent of any third party is required in order for Seller to
enter into this Agreement and perform Seller's obligations hereunder;

          (l) except for any item to be prorated at COE in accordance with this
Agreement, all bills or other charges, costs or expenses arising out of or in
connection with or resulting from Seller's use, ownership, or operation of the
Property up to COE shall be paid in full by Seller;

          (m) all general real estate taxes, assessments and personal property
taxes that have become due with respect to the Property (except for those that
will be prorated at COE) have been paid or will be so paid by Seller prior to
COE;

          (n) from the Effective Date hereof until COE or the earlier
termination of this Agreement, Seller shall (i) operate and maintain the
Property in a manner generally consistent with the manner in which Seller has
operated and maintained the Property prior to the date hereof, and shall perform
in all material respects, its obligations under the Lease, (ii) not amend,
modify or waive any material rights under the Lease, and (iii) maintain the
existing or comparable insurance coverage, if any, for the Improvements which
Seller is obligated to maintain under the Lease;

          (o) Seller has no actual knowledge that there exists or has existed,
and Seller itself has not caused any generation, production, location,
transportation, storage, treatment, discharge, disposal, release or threatened
release upon, under or about the Property of any Hazardous Materials. "Hazardous
Materials" shall mean any flammables, explosives, radioactive materials,
hazardous wastes, hazardous and toxic substances or related materials, asbestos
or any material containing asbestos (including, without limitation, vinyl
asbestos tile), or any other substance or material, defined as a "hazardous
substance" by any federal, state, or local environmental law, ordinance, rule or
regulation including, without limitation, the Federal Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, the
Federal Hazardous Materials Transportation Act, as amended, the Federal Resource
Conservation and Recovery Act, as amended, and the rules and regulations adopted
and promulgated pursuant to each of the foregoing;

          (p) to Seller's actual knowledge, there is not now, nor has there ever
been, on or in the Property underground storage tanks, any asbestos-containing
materials or any polychlorinated biphenyls, including those used in hydraulic
oils, electric transformers, or other equipment. Seller hereby assigns to Buyer,
effective as of COE, all claims, counterclaims, defenses, or actions, whether at
common law, or pursuant to any other applicable federal or state or other laws
which Seller may have against any third parties relating to the existence of any
Hazardous Materials in, at, on, under or about the Property (including Hazardous
Materials released on the Property prior to COE and continuing in existence on
the Property at COE);

          (q) to Seller's knowledge, there are no proceedings pending for the
increase of the assessed valuation of the Real Property;

          (r) should Seller receive notice or knowledge of any information
regarding any of the matters set forth in this Section 13 after the Effective
Date and prior to COE, Seller will immediately notify Buyer of the same in
writing;

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          (s) the execution, delivery and performance of this Agreement and the
Transfer Documents, specimens of which are attached hereto as Exhibits, have not
and will not constitute a breach or default under any other agreement, law or
court order under which Seller is a party or may be bound; and

          (t) all representations made in this Agreement by Seller shall survive
the execution and delivery of this Agreement and COE. Seller shall and does
hereby indemnify against and hold Buyer harmless from any loss, damage,
liability and expense, together with all court costs and attorneys' fees which
Buyer may incur, by reason of any material misrepresentation by Seller or any
material breach of any of Seller's warranties. Seller's indemnity and hold
harmless obligations shall survive COE.

     14. BUYER'S WARRANTIES. Buyer hereby represents to Seller as of the
Effective Date and again as of COE that:

          (a) Buyer has full power and authority to execute, deliver and perform
under this Agreement as well as under the Transfer Documents, specimens of which
are attached hereto as Exhibits;

          (b) there are no actions or proceedings pending or to Buyer's
knowledge, threatened against Buyer which may in any manner whatsoever affect
the validity or enforceability of this Agreement or any of the documents,
specimens of which are attached hereto as Exhibits;

          (c) the execution, delivery and performance of this Agreement and the
Transfer Documents, specimens of which are attached hereto as Exhibits, have not
and will not constitute a breach or default under any other agreement, law or
court order under which Buyer is a party or may be bound;

          (d) should Buyer receive notice or knowledge of any information
regarding any of the matters set forth in this Section 14 after the Effective
Date and prior to COE, Buyer will promptly notify Seller of the same in writing;
and

          (e) all representations made in this Agreement by Buyer shall survive
the execution and delivery of this Agreement and COE. Buyer shall and does
hereby indemnify against and hold Seller harmless from any loss, damage,
liability and expense, together with all court costs and attorneys' fees, if
awarded by a court of law, which Seller may incur, by reason of any material
misrepresentation by Buyer or any material breach of any of Buyer's warranties.
Buyer's indemnity and hold harmless obligations shall survive COE.

     15. RENTS AND DEPOSITS. Seller and Buyer agree that, in addition to all
other conditions and covenants contained herein, Seller shall deliver to Buyer
and Escrow Agent not later than the day immediately prior to COE information,
certified by Seller to be true and accurate as of the date thereof and as of the
date of COE, with respect to (i) the amount of Tenant's security deposit under
the Lease, if any, and (ii) prepaid and/or abated rents, including, without
limitation, the amount thereof and the date to which such rents have been paid.

     16. BROKER'S COMMISSION. Concerning any brokerage commission, the Parties
agree as follows:

          (a) the Parties warrant to one another that they have not dealt with
any finder, broker or realtor in connection with this Agreement, except Jeff
Levine and Steve Cook and ESCEE Commercial Properties "("Seller's Broker");

          (b) if any person shall assert a claim to a finder's fee or brokerage
commission on account of alleged employment as a finder or broker in connection
with this Agreement (including, without limitation, Seller's Broker), the Party
under whom the finder or broker is claiming shall indemnify and hold the other
Party harmless from and against any such claim and all costs, expenses and
liabilities incurred in connection with such claim or any action or proceeding
brought on such claim, including, but not limited to, counsel and witness fees
and court costs in defending against such claim. The provisions of this
subsection shall survive cancellation of this Agreement or COE; and

<PAGE>

          (c) Seller shall be responsible for payment of a commission to
Seller's Broker pursuant to a separate written agreement between Seller and
Seller's Broker, which commission shall be paid at COE.

     17. CLOSE OF ESCROW. COE shall be on or before 5:00 p.m. MST on the
thirtieth (30th) day after the expiration of the Study Period or such earlier
date as Buyer may choose by giving not less than five (5) days prior written
notice to Seller and Escrow Agent. Buyer may extend the COE date for up to an
additional thirty (30) days upon delivery of written notice to extend the COE
date to Escrow Agent prior to the original COE date and by depositing an
additional Fifty Thousand and no/100 Dollars ($50,000.00) of earnest money with
Escrow Agent, which shall be immediately non-refundable. For purposes of this
Agreement, any additional earnest money deposited with Escrow Agent pursuant to
this Section 17 shall be added to and become a part of the Earnest Money
Deposit.

     18. ASSIGNMENT. This Agreement may not be assigned by Seller without the
prior written consent of Buyer which consent shall not be unreasonably withheld.
Buyer may assign its rights under this Agreement to an affiliate of Buyer
without seeking or obtaining Seller's consent. Such assignment shall not become
effective until the assignee executes an instrument whereby such assignee
expressly assumes each of the obligations of Buyer under this Agreement,
including specifically, without limitation, all obligations concerning the
Earnest Money Deposit. Buyer shall deliver a copy of any such assignment not
fewer than two (2) days prior to COE. Buyer may also designate someone other
than Buyer, as grantee and/or assignee, under the Transfer Documents by
providing written notice of such designation at least five (5) days prior to
COE. No assignment shall release or otherwise relieve Buyer from any obligations
hereunder.

     19. RISK OF LOSS. Seller shall bear all risk of loss, damage or taking of
the Property which may occur prior to COE. In the event of any loss, damage or
taking prior to COE, Buyer may, at Buyer's sole option, by written notice to
Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money
Deposit plus interest shall be paid immediately by Escrow Agent to Buyer and,
except as otherwise provided in this Agreement, neither of the Parties shall
have any further liability or obligation hereunder. In the alternative, Buyer
may attempt to negotiate an appropriate downward adjustment of the Price. If
Seller and Buyer cannot agree upon such a downward adjustment within a
reasonable period (not to exceed ten (10) days from the date Buyer receives
notice of the loss) Buyer may cancel this Agreement as provided above. If Buyer
waives any such loss or damage to the Property and closes escrow, Seller shall
at COE and as a condition precedent thereto, pay Buyer or credit Buyer against
the Additional Funds the amount of any insurance or condemnation proceeds, or
assign to Buyer, as of COE and in a form acceptable to Buyer, all rights or
claims for relief to the same.

     20. REMEDIES.

          (a) Seller's Breach. If Seller breaches this Agreement, Buyer may, at
Buyer's sole option, either: (i) by written notice to Seller and Escrow Agent,
cancel this Agreement whereupon the Earnest Money Deposit plus interest shall be
paid immediately by Escrow Agent to Buyer and, except as otherwise provided in
this Agreement, neither of the Parties shall have any further liability or
obligation hereunder; or, (ii) seek specific performance against Seller in which
event COE shall be automatically extended as necessary. Notwithstanding the
foregoing, if specific performance is unavailable as a remedy to Buyer because
of Seller's affirmative acts, Buyer shall be entitled to pursue all rights and
remedies available at law or in equity.

          (b) Buyer's Breach. If Buyer breaches this Agreement, as its sole
remedy Seller shall be entitled to retain the Earnest Money Deposit in
accordance with subsection 5(b) as Seller's agreed and total liquidated damages.
Seller hereby waives any right to seek any equitable or legal remedies against
Buyer.

     21. ATTORNEYS' FEES. If there is any litigation to enforce any provisions
or rights arising herein in accordance with Section 20(a), the unsuccessful
party in such litigation, as determined by the court, agrees to pay the
successful party, as determined by the court, all costs and expenses, including,
but not limited to, reasonable attorneys' fees incurred by the successful party,
such fees to be determined by the court.

     22. NOTICES.

<PAGE>

          (a) Addresses. Except as otherwise required by law, any notice
required or permitted hereunder shall be in writing and shall be given by
personal delivery, or by deposit in the U.S. Mail, certified or registered,
return receipt requested, postage prepaid, addressed to the Parties at the
addresses set forth below, or at such other address as a Party may designate in
writing pursuant hereto, or tested telex, or telegram, or telecopies (fax), or
any express or overnight delivery service (e.g., Federal Express), delivery
charges prepaid:

if to Seller:       Alma School Town Center LLC
                    c/o Glenwood Development Company
                    1333 N. Greenfield Road, Suite 104
                    Mesa, AZ 85205
                    Attn: Jerry Gerard
                    Tel.: (480) 775-4650
                    Fax: (480) 775-4650

if to Buyer:        Series D, LLC
                    2555 E. Camelback Road, Suite 400
                    Phoenix, AZ 85016
                    Attn: Legal Department
                    Tel.: (602) 778-8700
                    Fax: (602) 778-8780

with copies to:     Bennett Wheeler Lytle & Cartwright, PLC
                    3838 North Central Avenue, Suite 1120
                    Phoenix, AZ 85012
                    Attn: Kevin T. Lytle, Esq.
                    Tel.: (602) 445-3434
                    Fax: (602) 266-9119

If to Escrow Agent: Fidelity National Title Insurance Company
                    40 North Central Avenue, Suite 2850
                    Phoenix, AZ 85004
                    Attn: Mary Garcia
                    Tel.: (602) 343-7550
                    Fax: (602) 343-7564

          (b) Effective Date of Notices. Notice shall be deemed to have been
given on the date on which notice is delivered, if notice is given by personal
delivery, telex, telegrams or telecopies, and on the date of deposit in the
mail, if mailed or deposited with the overnight carrier, if used. Notice shall
be deemed to have been received on the date on which the notice is received, if
notice is given by personal delivery, and on the second (2nd) day following
deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of
any notice given to a party shall also be given to Escrow Agent by regular U.S.
Mail or by any other method provided for herein.

     23. CLOSING COSTS.

          (a) Closing Costs. Seller and Buyer agree to pay closing costs as
indicated in this Agreement and in the escrow instructions attached hereto as
Exhibit F, and by this reference incorporated herein (the "Escrow
Instructions"). At COE, Seller shall pay (i) the costs of releasing all liens,
judgments, and other encumbrances that are to be released and of recording such
releases, (ii) the fees and costs due Escrow Agent for its services, (iii) the
transfer tax associated with the sale of the Property, if any, and (iv) all
other costs to be paid by Seller under this Agreement. Except as otherwise
provided for in this Agreement, Seller and Buyer will each be solely responsible
for and bear all of their own respective expenses, including, without
limitation, expenses of legal counsel, accountants, and other advisors incurred
at any time in connection with pursuing or consummating the transaction
contemplated herein. Real estate taxes shall be prorated based upon the current
valuation and latest available tax rates. All prorations shall be calculated
through escrow as of COE based upon the latest available information, including,
without limitation, a credit to Buyer for any rent prepaid by Tenant for the
period beginning with and

<PAGE>

including the date on which the closing occurs through and including the last
day of the month in which the closing occurs. All other credits to Buyer shall
be similarly prorated. Any other closing costs not specifically designated as
the responsibility of either Party in the Escrow Instructions or in this
Agreement shall be paid by Seller and Buyer according to the usual and customary
allocation of the same by Escrow Agent. Seller agrees that all closing costs
payable by Seller shall be deducted from Seller's proceeds otherwise payable to
Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay all
of Buyer's closing costs. Except as provided in this Section 23(a), Seller and
Buyer shall each bear their own costs in regard to this Agreement.

          (b) Post-Closing Adjustment. If after COE, the parties discover any
errors in adjustments and apportionments or additional information becomes
available which would render the closing prorations materially inaccurate, the
same shall be corrected as soon after their discovery as possible. The provision
of this Section 23(b) shall survive COE except that no adjustment shall be made
later than two (2) months after COE unless prior to such date the Party seeking
the adjustment shall have delivered a written notice to the other Party
specifying the nature and basis for such claim. In the event that such claim is
valid, the Party against whom the claim is sought shall have ten (10) days in
which to remit any adjustment due.

          (c) Instructions. This Agreement, together with the Escrow
Instructions, shall constitute escrow instructions for the transaction
contemplated herein. Such escrow instructions shall be construed as applying
principally to Escrow Agent's employment.

     24. ESCROW CANCELLATION CHARGES. If escrow fails to close because of
Seller's default, Seller shall be liable for any cancellation charges of Escrow
Agent. If escrow fails to close because of Buyer's default, Buyer shall be
liable for any cancellation charges of Escrow Agent. If escrow fails to close
for any other reason, Seller and Buyer shall each be liable for one-half of any
cancellation charges of Escrow Agent. The provisions of this Section 24 shall
survive cancellation of this Agreement.

     25. APPROVALS. Concerning all matters in this Agreement requiring the
consent or approval of any Party, the Parties agree that any such consent or
approval shall not be unreasonably withheld unless otherwise provided in this
Agreement.

     26. RELEASES. Except as expressly provided in this Agreement, Seller and
anyone claiming through Seller hereby releases Tenant from any and all claims of
whatever kind or nature, in law or equity, whether now known or unknown to
Seller, whether contingent or matured, that Seller may now have or hereafter
acquire against Tenant for any costs, loss, liability, damage, expenses, demand,
action or cause of action arising from or related to the Lease arising from
events occurring prior to COE.

     27. ADDITIONAL ACTS. The Parties agree to execute promptly such other
documents and to perform such other acts as may be reasonably necessary to carry
out the purpose and intent of this Agreement.

     28. GOVERNING LAW/JURISDICTION/VENUE. This Agreement shall be governed by
and construed or enforced in accordance with the laws of the State of Arizona.
In regard to any litigation which may arise in regard to this Agreement, the
Parties shall and do hereby submit to the jurisdiction of and the Parties hereby
agree that the proper venue shall be in the United States District Court for the
District of Arizona in Phoenix and in the Superior Court of Arizona in Maricopa
County, Arizona.

     29. CONSTRUCTION. The terms and provisions of this Agreement represent the
results of negotiations among the Parties, each of which has been represented by
counsel of its own choosing, and neither of which has acted under any duress or
compulsion, whether legal, economic or otherwise. Consequently, the terms and
provisions of this Agreement shall be interpreted and construed in accordance
with their usual and customary meanings, and the Parties each hereby waive the
application of any rule of law which would otherwise be applicable in connection
with the interpretation and construction of this Agreement that ambiguous or
conflicting terms or provisions contained in this Agreement shall be interpreted
or construed against the Party whose attorney prepared the executed Agreement or
any earlier draft of the same.

     30. TIME OF ESSENCE. Time is of the essence of this Agreement. However, if
this Agreement requires any act to be done or action to be taken on a date which
is a Saturday, Sunday or legal holiday, such act or

<PAGE>

action shall be deemed to have been validly done or taken if done or taken on
the next succeeding day which is not a Saturday, Sunday or legal holiday, and
the successive periods shall be deemed extended accordingly.

     31. INTERPRETATION. If there is any specific and direct conflict between,
or any ambiguity resulting from, the terms and provisions of this Agreement and
the terms and provisions of any document, instrument or other agreement executed
in connection herewith or in furtherance hereof, including any Exhibits hereto,
the same shall be consistently interpreted in such manner as to give effect to
the general purposes and intention as expressed in this Agreement which shall be
deemed to prevail and control.

     32. HEADINGS. The headings of this Agreement are for reference only and
shall not limit or define the meaning of any provision of this Agreement.

     33. FAX AND COUNTERPARTS. This Agreement may be executed by facsimile
and/or in any number of counterparts. Each party may rely upon any facsimile or
counterpart copy as if it were one original document.

     34. INCORPORATION OF EXHIBITS BY REFERENCE. All Exhibits to this Agreement
are fully incorporated herein as though set forth at length herein.

     35. SEVERABILITY. If any provision of this Agreement is unenforceable, the
remaining provisions shall nevertheless be kept in effect.

     36. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the Parties and supersedes all prior agreements, oral or written, with respect
to the subject matter hereof. The provisions of this Agreement shall be
construed as a whole and not strictly for or against any Party.

     37. SEC S-X 3-14 Audit. Seller acknowledges that Buyer may elect to assign
all of its right, title and interest in and to this Agreement to a company that
is subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended ("Registered Company"), promoted by the Buyer or to an affiliate of a
Registered Company (a "Registered Company Affiliate"). In the event Buyer's
assignee under this Agreement is a Registered Company or a Registered Company
Affiliate, the Registered Company will be required to make certain filings with
the U.S. Securities and Exchange Commission required under SEC Rule 3-14 of
Regulation S-X (the "SEC Filings") that relate to the most recent
pre-acquisition fiscal year (the "Audited Year") for the Property. To assist the
Registered Company with the preparation of the SEC Filings, Seller agrees to
provide Buyer and the Registered Company with financial information regarding
the Property for the Audited Year requested by Buyer, the Registered Company,
and/or Buyer's or the Registered Company's auditors. Such information may
include, but is not limited to, bank statements, operating statements, general
ledgers, cash receipts schedules, invoices for expenses and capital
improvements, insurance documentation, and accounts receivable aging related to
the Property ("SEC Filing Information"). Seller shall deliver the SEC Filing
Information requested by Buyer, the Registered Company and/or Buyer's or the
Registered Company's auditors prior to the expiration of the Study Period, and
Seller agrees to cooperate with Buyer, the Registered Company and Buyer's or the
Registered Company's auditors regarding any inquiries by Buyer, the Registered
Company and Buyer's or the Registered Company's auditors following receipt of
such information, including delivery by Seller of an executed representation
letter prior to COE in form and substance requested by Buyer's or the Registered
Company's auditors ("SEC Filings Letter"). A sample SEC Filings Letter is
attached to the Purchase Agreement as Exhibit G; however, Buyer's and/or the
Registered Company's auditors may require additions and/or revisions to such
letter following review of the SEC Filing Information provided by Seller. Seller
consents to the disclosure of the SEC Filing Information in any SEC Filings by
the Registered Company. Buyer shall reimburse Seller for Seller's reasonable
costs associated with providing the SEC Filing Information. The provisions of
this Section 37 shall survive the COE for a period of one (1) year.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

     IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
Effective Date.

SELLER:                                 ALMA SCHOOL TOWN CENTER LLC,
                                        an Arizona limited liability company

                                        By: GFG Equities Limited Partnership, a
                                            California limited partnership
                                            Its Managing Member

                                        By: GFG Properties, Inc., a California
                                            corporation
                                            Its General Partner


                                        By: /s/ Robert W. Klepinger
                                            ------------------------------------
                                            Robert W. Klepinger
                                            Its Vice President


BUYER:                                  SERIES D, LLC, an Arizona limited
                                        liability company


                                        By: /s/ John M. Pons
                                            ------------------------------------
                                            John M. Pons
                                        Its: Authorized Officer

<PAGE>

                            ESCROW AGENT'S ACCEPTANCE

     The foregoing fully executed Agreement together with the Earnest Money
Deposit is accepted by the undersigned this 28 day of October, 2005, which for
the purposes of this Agreement shall be deemed to be the date of Opening of
Escrow. Escrow Agent hereby accepts the engagement to handle the escrow
established by this Agreement in accordance with the terms set forth in this
Agreement.

                                        FIDELITY NATIONAL TITLE INSURANCE
                                        COMPANY


                                        By: /s/ M. Burton
                                            ------------------------------------
                                        Title: Asst. Commercial Escrow Officer

<PAGE>

                         AMENDMENT TO PURCHASE AGREEMENT

     This Amendment to Purchase Agreement (this "Amendment") is made and entered
into effective as of the 13th day of January, 2006, by and between ALMA SCHOOL
TOWN CENTER LLC ("Seller") and SERIES D, LLC ("Buyer") and provides as follows:

                                   WITNESSETH:

     WHEREAS, Seller and Buyer entered into that certain Purchase Agreement and
Escrow Instructions dated as of October 25, 2005 (the "Purchase Agreement"); and

     WHEREAS, Seller and Buyer desire to amend the Purchase Agreement as
hereinafter set forth;

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto hereby agree as follows:

     1. Section 17 of the Purchase Agreement is hereby amended by deleting the
entirety thereof and substituting the following in lieu thereof:

          CLOSE OF ESCROW. COE SHALL BE ON OR BEFORE 5:00 P.M. MST ON JANUARY
          10, 2006, OR SUCH OTHER DATE AS BUYER AND SELLER MAY AGREE IN WRITING.
          BUYER MAY EXTEND THE COE DATE FOR UP TO AN ADDITIONAL THIRTY (30) DAYS
          UPON DELIVERY OF WRITTEN NOTICE TO EXTEND THE COE DATE TO ESCROW AGENT
          PRIOR TO THE ORIGINAL COE DATE AND BY DEPOSITING AN ADDITIONAL FIFTY
          THOUSAND AND NO/100 DOLLARS ($50,000.00) OF EARNEST MONEY WITH ESCROW
          AGENT, WHICH SHALL BE IMMEDIATELY NON-REFUNDABLE. FOR PURPOSES OF THIS
          AGREEMENT, ANY ADDITIONAL EARNEST MONEY DEPOSITED WITH ESCROW AGENT
          PURSUANT TO THIS SECTION 17 SHALL BE ADDED TO AND BECOME PART OF THE
          EARNEST MONEY DEPOSIT AND SHALL BE IMMEDIATELY NON-REFUNDABLE.

     2. Except as specifically amended herein, all of the terms and provisions
of the Purchase Agreement are hereby ratified and affirmed to be in full force
and effect as of the date hereof. To the extent of any conflict between the
Purchase Agreement and this Amendment, the terms and provisions of this
Amendment shall govern and control.

     3. This Amendment may be executed in one or more counterparts, each of
which shall be an original, but all of which when taken together shall
constitute one and the same instrument binding on all parties. Delivery of a
signed counterpart by facsimile transmission shall be effective as delivery of a
manually signed counterpart of this Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth above.

BUYER:                                  SELLER:

SERIES D, LLC, an Arizona limited       ALMA SCHOOL TOWN CENTER LLC, an Arizona
liability company                       limited liability company


By: /s/ John M. Pons                    By GFG Equities Limited Partnership, a
    ---------------------------------      California limited partnership
    John M. Pons                           Its Managing Member
    Its Authorized Officer
                                        By GFG Properties, Inc., a California
                                           corporation
                                           Its General Partner


                                        By: /s/ Robert W. Klepinger
                                            ------------------------------------
                                        Name: Robert W. Klepinger
                                        Its: Officer

<PAGE>

                        ASSIGNMENT OF PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS

                           SERIES D, LLC, AS ASSIGNOR
                                       AND
                      COLE MF CHANDLER AZ, LLC, AS ASSIGNEE

     Assignor, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, does hereby assign all of its right, title and
interest in, to and under that certain Purchase Agreement and Escrow
Instructions (the "Purchase Agreement") described herein, including, without
limitation, Assignor's right, title and interest in and to the Earnest Money
Deposit, to Assignee and its successors and assigns. The Purchase Agreement is
described as follows:

DATE OF AGREEMENT: October 25, 2005

ORIGINAL BUYER:    Series D, LLC

ASSIGNED TO:       Cole MF Chandler AZ, LLC

PROPERTY ADDRESS:  1920 South Alma School, Chandler, Arizona

     Assignor acknowledges that it is not released from any obligations or
liabilities under said Purchase Agreement, with the exception of the obligation
to deliver the Earnest Money Deposit which has been delivered into escrow by
Assignor.

     Assignee hereby agrees to assume and be responsible for all obligations and
liabilities under said Purchase Agreement, with the exception of the obligation
to deliver the Earnest Money Deposit which has been delivered into escrow by
Assignor. This Assignment shall be in full force and effect upon its full
execution.

     Executed this 8th day of February, 2006.

ASSIGNOR:                               ASSIGNEE:

SERIES D, LLC,                          COLE MF CHANDLER AZ, LLC,
an Arizona limited liability company    a Delaware limited liability company

                                        By: Cole REIT ADVISORS II,
                                            a Delaware limited liability company
                                            its Manager


By: /s/ John M. Pons                    By: /s/ John M. Pons
    ---------------------------------       ------------------------------------
    John M. Pons                            John M. Pons
    Authorized Officer                  Its: Senior Vice President