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                                                                   EXHIBIT 10.01

                 AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY

         THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"),
is made and entered into as of the 8th day of March, 2004, by and between 20770
MADRONA, LLC, a California limited liability company (hereinafter referred to as
"Seller") and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company
(hereinafter referred to as "Purchaser").

                             W I T N E S S E T H :

         WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Property (as hereinafter defined) subject to the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements contained herein, the sum of Ten and No/100 Dollars ($10.00) in hand
paid by Purchaser to Seller at and before the sealing and delivery of these
presents and for other good and valuable consideration, the receipt, adequacy,
and sufficiency of which are hereby expressly acknowledged by the parties
hereto, the parties hereto do hereby covenant and agree as follows:

         1.       Purchase and Sale of Property. Subject to and in accordance
with the terms and provisions of this Agreement, Seller hereby agrees to sell to
Purchaser and Purchaser hereby agrees to purchase from Seller, the Property,
which term "Property" shall mean and include the following:

                  (a)      all that tract or parcel of land located in the City
         of Torrance, Los Angeles County, California containing approximately
         11.46 acres, and being more particularly described on Exhibit "A"
         attached hereto (hereinafter referred to as the "Land"); and

                  (b)      all rights, privileges, and easements appurtenant to
         the Land, including all water rights, mineral rights, development
         rights, air rights, reversions, or other appurtenances to said Land,
         and all right, title, and interest of Seller, if any, in and to any
         land lying in the bed of any street, road, alley, or right-of-way, open
         or proposed, adjacent to or abutting the Land; and

                  (c)      all buildings, structures, and improvements situated
         on the Land, including, without limitation, that certain three-story
         office building] containing approximately 211,407 square feet of net
         rentable floor area, all parking areas and other amenities located on
         the Land, and all apparatus, elevators, built-in appliances, equipment,
         pumps, machinery, plumbing, heating, air conditioning, and electrical
         and other fixtures located on the Land (all of which are together
         hereinafter referred to as the "Improvements"); and

                  (d)      all equipment, supplies, tools, furniture,
         furnishings, office equipment, fittings, appliances, shades,
         wall-to-wall carpet, draperies, screens and screening, art, awnings,
         plants, shrubbery, landscaping, lawn care and building maintenance
         equipment, vending machines and other furnishings or items of personal
         property owned by Seller

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         and located at the Land and Improvements (all of which are together
         hereinafter referred to as the "Personal Property"); and

                  (e)      all of Seller's right, title, and interest, as
         landlord or lessor, in and to each of the Leases (as hereinafter
         defined) and any and all guaranties of the Leases; and

                  (f)      all of Seller's right, title, and interest in and to
         the plans and specifications with respect to the Improvements and any
         guarantees, trademarks, rights of copyright, warranties, or other
         rights related to the ownership of or use and operation of the Land,
         Personal Property, or Improvements, all governmental licenses and
         permits, and all intangibles associated with the Land, Personal
         Property, and Improvements.

                  (g)      of Seller's right, title and interest in and to the
         contracts, if any, described on Exhibit "F" attached hereto (the
         "Contracts"), to the extent the same survive the Closing or require
         performance after Closing.

         2.       Earnest Money. Within two (2) business days after the full
execution of this Agreement, Purchaser shall deliver to United Title Company
("Escrow Agent"), whose offices are at 500 North Brand Boulevard, Suite 1150,
Glendale, California 91203, Purchaser's check, payable to Escrow Agent, in the
amount of One Million Four Hundred Thousand Dollars ($1,400,000.00) (the
"Earnest Money"), which Earnest Money shall be held and disbursed by Escrow
Agent pursuant to this Agreement and Escrow Agent's standard instructions
attached hereto as Exhibit "I". The Earnest Money shall be paid by Escrow Agent
to Seller at Closing and shall be applied as a credit to the Purchase Price (as
hereinafter defined), or shall otherwise be paid to Seller or refunded to
Purchaser in accordance with the terms of this Agreement. All interest and other
income from time to time earned on the Earnest Money shall belong to Purchaser
and shall be disbursed to Purchaser at any time or from time to time as
Purchaser shall direct Escrow Agent, all as provided in the Escrow Agreement. In
no event shall any such interest or other income be deemed a part of the Earnest
Money.

         3.       Purchase Price. Subject to adjustment and credits as otherwise
specified in this Agreement, the purchase price (the "Purchase Price") to be
paid by Purchaser to Seller for the Property shall be Forty-Five Million Nine
Hundred Thousand Dollars ($45,900,000.00). The Purchase Price shall be paid by
Purchaser to Seller at the Closing (as hereinafter defined) by wire transfer of
immediately available federal funds, less the amount of Earnest Money and
subject to prorations, adjustments, and credits as otherwise specified in this
Agreement.

         4.       Purchaser's Inspection and Review Rights.

                  (a)      Commencing on the effective date of this Agreement
         and subject to the rights of the Tenants (as hereinafter defined), upon
         giving reasonable advance notice to Seller's property manager,
         Purchaser and its agents, engineers, or representatives, with Seller's
         reasonable, good faith cooperation, shall have the privilege of going
         upon the Property as needed to inspect, examine, test, and survey the
         Property at all reasonable times and from time to time. Purchaser shall
         be additionally entitled to conduct interviews with the tenants
         provided Purchaser has provided Seller with twenty-four (24) hours'
         prior notice thereof and the opportunity to attend said meetings. Such
         privilege

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         shall include the right to make borings and other tests to obtain
         information necessary to determine surface and subsurface conditions,
         provided that such activities do not materially interfere with the
         rights of Tenants or the ongoing operation of the Property.

                  (b)      Purchaser shall maintain or shall cause to be
         maintained at all times during its entry upon the Property, commercial
         general liability insurance with limits of not less than One Million
         and No/100 Dollars ($1,000,000.00) per occurrence combined single
         limit. Such policy of insurance shall name Seller as an additional
         insured, and such policy shall be primary with respect to the
         activities of Purchaser and its agents, engineers or representatives at
         the Property, whether or not Seller holds other policies of insurance.
         If requested by Seller, a certificate issued by the insurance carrier
         of such policy shall be delivered to Seller prior to entry upon the
         Property by Purchaser or its agents, engineers or representatives.

                  (c)      Purchaser hereby agrees to indemnify, defend (with
         counsel selected by Purchaser and reasonably acceptable to Seller) and
         hold Seller harmless from any liens, claims, liabilities, and damages
         incurred through the exercise of the inspection privilege referred to
         in Paragraph 4(a) (but excluding any liability arising out of the
         existing environmental condition of the Property or the presence of
         toxic or hazardous substances thereon and excluding any claims arising
         out of a release of existing or in-place hazardous or toxic substances
         on or under the Property), and Purchaser further agrees to repair any
         damage to the Property caused by the exercise of such privilege
         (excluding any damage arising out of a release of existing or in-place
         hazardous or toxic substances on or under the Property. The foregoing
         indemnification and repair obligations of Purchaser shall survive the
         termination of this Agreement.

                  (d)      At all reasonable times prior to the Closing, Seller
         shall make available to Purchaser, or Purchaser's agents and
         representatives, at Seller's office in Los Angeles, California for
         review and copying at Purchaser's expense, all books, records, and
         files relating to the ownership and operation of the Property,
         including, without limitation, title matters, tenant files, tenant
         credit information, commission agreements, service and maintenance
         agreements, maintenance records for HVAC and other equipment and the
         roof(s) on the Improvements, as-built plans and specifications,
         environmental reports, engineering reports, reports of insurance
         carriers insuring the Property, and other contracts, books, records,
         operating statements, expense budgets, and other information relating
         to the Property. Seller further agrees to provide to Purchaser prior to
         the date which is five (5) days after the effective date of this
         Agreement, to the extent the same are in the possession of or under the
         control of Seller, the most current boundary and "as- built" surveys of
         the Land and Improvements and any title insurance policies,
         environmental reports, certificates of occupancy, building permits,
         zoning letters and instruments reflecting the approval of any
         association governing the Property or relating thereto. At no cost or
         liability to Seller. Seller shall cooperate with Purchaser, its
         counsel, accountants, agents, and representatives, provide them with
         access to Seller's books and records with respect to the ownership,
         management, maintenance, and operation of the Property for the
         applicable period, and permit them to copy the same. At no cost to
         Purchaser, Seller shall use commercially reasonable efforts to cause
         the authors

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         of environmental reports to issue reliance letters addressed to
         Purchaser and Purchaser's lender, if any, in form and substance
         reasonably acceptable to Purchaser, at least five (5) days prior to the
         expiration of the Inspection Period. Notwithstanding the terms of this
         Paragraph 4, Seller has not and shall not be required to provide or
         make available to Purchaser copies of appraisals, building inspection
         reports, internal financial analysis and calculations, documents
         protected by the attorney-client or attorney work-product privileges,
         Seller's formative documents or that of its members or investors
         (except to the extent required to confirm the authority of Seller to
         execute this Agreement and consummate the transaction contemplated
         hereby), or Seller's inter-partner communications. In addition,
         Purchaser agrees to return to Seller or otherwise destroy all documents
         provided by Seller to Purchaser relating to the Property if Purchaser
         or Seller terminates this Agreement, except for documentation retained
         by Purchaser in connection with any pending or threatened litigation
         related to such termination or claimed default by Seller or Purchaser.

                  (e)      Seller acknowledges that Purchaser may be required by
         the Securities and Exchange Commission to file audited financial
         statements for one (1) to three (3) years with regard to the Property.
         At no cost or liability to Seller, Seller shall (i) reasonably
         cooperate with Purchaser, its counsel, accountants, agents, and
         representatives, provide them with access to Seller's books and records
         with respect to the ownership, management, maintenance, and operation
         of the Property for the applicable period, and permit them to copy the
         same, and (ii) execute a form of accounting letter in the form attached
         hereto as Exhibit "N". Purchaser will pay the costs associated with any
         such audit.

                  (f)      To the extent Seller provides Purchaser with any
         information regarding the Property, Purchaser will be solely
         responsible for evaluating any such information provided by Seller to
         Purchaser for purposes of determining the suitability of the Property
         for Purchaser's intended use, and Seller makes no representations or
         warranties concerning such information.

                  (g)      If Purchaser or Seller terminates this Agreement and
         Seller is not in default of its obligations hereunder, Seller agrees to
         deliver to Purchaser copies of third-party reports, but excluding
         appraisals and documents protected by the attorney-client or
         work-product privileges, within thirty (30) days after the date of
         termination.

         5.       Special Condition to Closing. Purchaser shall have a period
from the effective date hereof until March 8, 2004 (the "Inspection Period") to
make investigations, examinations, inspections, market studies, feasibility
studies, lease reviews, and tests relating to the Property and the operation
thereof in order to determine, in Purchaser's sole opinion and discretion, the
suitability of the Property for acquisition by Purchaser. Purchaser shall have
the right to terminate this Agreement at any time prior to the expiration of the
Inspection Period by giving written notice to Seller of such election to
terminate. In the event Purchaser so elects to terminate this Agreement, Seller
shall be entitled to retain the sum of Twenty-Five Dollars ($25.00) of the
Earnest Money, and the balance of the Earnest Money shall be refunded by Seller
to Purchaser, whereupon, except as expressly provided to the contrary in this
Agreement, no party hereto shall have any other or further rights or obligations
under this Agreement. Seller

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acknowledges that the sum of $25.00 is good and adequate consideration for the
termination rights granted to Purchaser hereunder.

         6.       General Conditions Precedent to Purchaser's Obligations
Regarding the Closing. In addition to the conditions to Purchaser's obligations
set forth in Paragraph 5 above, the obligations and liabilities of Purchaser
hereunder shall in all respects be conditioned upon the satisfaction of each of
the following conditions prior to or simultaneously with the Closing, any of
which may be waived by written notice from Purchaser to Seller:

                  (a)      Seller has complied with and otherwise performed, in
         all material respects each of the covenants and obligations of Seller
         set forth in this Agreement.

                  (b)      All representations and warranties of Seller as set
         forth in this Agreement shall be in all material respects true and
         correct when made and as of the date of Closing.

                  (c)      There has been no adverse change to the title to the
         Property since the effective date of the Title Commitment (as
         hereinafter defined) which has not been cured and the Title Company (as
         hereinafter defined) has issued an owner's title insurance commitment
         on the Land and Improvements and is prepared to issue to Purchaser upon
         the Closing a fee simple owner's title insurance policy on the Land and
         Improvements which shall include only the Permitted Exceptions in
         Schedule B thereof.

                  (d)      Purchaser shall have received by March 25, 2004, each
         Tenant's Estoppel Certificate referred to in Paragraph 9(d) hereof,
         duly executed by each such Tenant and the Guarantor Estoppel
         Certificate duly executed by Deere & Company. If Purchaser has not
         received all such estoppels and the subordination non-disturbance and
         attornment agreements described in 6(e) below, Seller shall be
         permitted to extend the Closing Date until the later of (i) April 25,
         2004 or (ii) five (5) days after the receipt of all such estoppels, to
         permit Seller to secure such estoppels.

                  (e)      Purchaser shall have received by March 25, 2004, a
         Subordination, Non-Disturbance and Attornment Agreement from each
         tenant in a form consistent with those specified in tenant's leases. If
         feasible, Seller will endeavor to use Purchaser's LaSalle Bank form of
         agreement.

In the event Purchaser shall terminate this Agreement as a result of the
non-satisfaction of any of the foregoing conditions, Purchaser shall be entitled
to an immediate return of the Earnest Money from Escrow Agent. The
non-satisfaction of any of the foregoing conditions shall not, in and of itself,
be construed to be a default by Seller hereunder.

         7.       Title to the Property. Good and marketable fee simple record
title to the Land and Improvements shall be conveyed by Seller to Purchaser by
Grant Deed, free and clear of all liens, easements, restrictions, and
encumbrances whatsoever, excepting only the matters set forth on Exhibit "C"
attached hereto (hereinafter referred to as the "Permitted Exceptions").

                  (a)      Purchaser has obtained from United Title Company
         (herein referred to as "Title Company") its commitment (hereinafter
         referred to as the "Title Commitment") to

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         issue to Purchaser upon the recording of the Grant Deed conveying title
         to the Land and Improvements from Seller to Purchaser, the payment of
         the Purchase Price, and the payment to the Title Company of the policy
         premium therefor, an ALTA owner's policy of title insurance, in the
         amount of the Purchase Price, insuring good and marketable fee simple
         record title to the Land and Improvements to be in Purchaser without
         exception (including any standard exception) except for the Permitted
         Exceptions, which contains the following endorsements to the extent the
         same are available in the State of California: comprehensive, zoning,
         covenants and restrictions, creditor's rights, survey, and access
         (provided, however that Purchaser shall be solely responsible for the
         portion of the premium charged by the Title Company in order to upgrade
         the title policy from a CLTA policy to an ALTA policy and the cost of
         any premiums charged by Title Company in connection with any and all
         such endorsements). The title policy issued pursuant to the Title
         Commitment shall not contain any exception for mechanic's or
         materialmen's liens or any exception for unpaid taxes other than an
         exception for taxes for 2004 and subsequent years not yet due or
         payable. The title policy issued pursuant to the Title Commitment shall
         not contain any exception for rights of parties in possession other
         than an exception for the rights of the Tenants (as hereinafter
         defined), as tenants only, under the Leases. The title policy issued
         pursuant to the Title Commitment shall not contain an exception for the
         state of facts which would be disclosed by a survey of the Property or
         an "area and boundaries" exception, and in lieu thereof, the Title
         Commitment shall contain an exception only for the matters shown on the
         current as-built survey to be provided by Seller to Purchaser in
         accordance with Paragraph 9(g) hereof. The title policy issued pursuant
         to the Title Commitment shall also contain such other special
         endorsements as Purchaser shall reasonably require (the
         "Endorsements"). Purchaser has delivered to Seller a true and complete
         copy of the Title Commitment.

                  (b)      Purchaser has also received Seller's most recent
         survey of the Property prepared by Dubron & Associates, dated September
         24, 1999, last revised August 7, 2000, which shows that the Property
         contains 893 parking spaces. From time to time, Purchaser may request
         an update to the effective date of such Title Commitment or may update
         the date of the survey and give notice to Seller of all defects or
         objections appearing subsequent to the effective date of the Title
         Commitment (or previous update thereof) or survey, as the case may be
         (including any reduction of parking spaces). Seller agrees to cause the
         satisfaction and release of the monetary encumbrances on the Property
         in favor of Fremont Investment and Loan and South Charles Investment
         Corporation. All matters disclosed by an updated Title Commitment
         and/or survey and not objected to by Purchaser within five (5) days
         after receipt of such updates shall be deemed to be additional
         "Permitted Exceptions"; provided, however, encumbrances created by
         Seller in violation of this Agreement, taxes due and payable prior to
         Closing, and any mortgages, deeds of trust, mechanic's or materialmen's
         liens and other such monetary encumbrances shall in no event be deemed
         to be Permitted Exceptions.

                  Seller shall have five (5) days after receipt of such notice
         of title defects or objections from Purchaser to advise Purchaser in
         writing which of such title defects or objections Seller does not
         intend to satisfy or cure; provided, however. Seller hereby agrees that
         Seller shall satisfy or cure prior to Closing any such defects or
         objections

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         consisting of encumbrances created by Seller in violation of this
         Agreement, any taxes due and payable prior to Closing, and any
         mortgages, deeds of trust, mechanic's or materialmen's liens and other
         such monetary encumbrances. In the event Seller fails to give such
         written advice to Purchaser within such five (5) day period, Seller
         shall be deemed to have agreed to satisfy or cure all such defects or
         objections set forth in Purchaser's notice. If Seller shall advise
         Purchaser in writing that Seller does not intend to satisfy or cure any
         specific encumbrances which Seller is not obligated to satisfy or cure
         under the second preceding sentence, Purchaser may elect either (a) to
         terminate this Agreement by written notice to Seller, in which event
         the Earnest Money shall be immediately refunded to Purchaser and this
         Agreement shall be of no further force or effect and Purchaser and
         Seller shall have no further rights, obligations or liabilities
         hereunder, except for the obligations hereunder which expressly survive
         termination, or (b) to accept title subject to such specific
         encumbrances, in which case such specific encumbrances shall become
         additional "Permitted Exceptions". Seller shall have until Closing to
         satisfy or cure all such defects and objections which Seller agreed (or
         is deemed to have agreed) to satisfy or cure as provided above. In the
         event Seller fails or refuses to cure any defects and objections which
         are required herein to be satisfied or cured by Seller prior to the
         Closing, then (i) Purchaser may terminate this Agreement by written
         notice to Seller, in which event the Earnest Money shall be immediately
         refunded to Purchaser, and this Agreement shall be of no further force
         and effect and Purchaser and Seller shall have no further rights,
         obligations or liabilities hereunder, except for the obligations which
         expressly survive termination.

         8.       Representations and Warranties of Seller. Seller hereby makes
the following representations and warranties to Purchaser, each of which shall
be deemed material:

                  (a)      Leases. Attached hereto as Exhibit "D" is a complete
         list setting forth all leases in effect relating to the Property and
         all modifications and amendments to such leases (such leases, as
         modified and amended, being herein collectively referred to as the
         "Leases" or individually as "Lease"). Seller has delivered to Purchaser
         complete and accurate copies of all of the Leases. Seller is the
         "landlord" under all of the Leases and owns unencumbered legal and
         beneficial title to all of the Leases and the rents and other income
         thereunder, subject only to the collateral assignment of the Leases and
         rents thereunder in favor of the holder of a deed of trust encumbering
         the Property, which deed of trust shall be cancelled and satisfied by
         Seller at the Closing. The lessees or tenants identified in the Leases
         are hereinafter collectively referred to as "Tenants" or individually
         as "Tenant".

                  (b)      INTENTIONALLY OMITTED.

                  (c)      Leases - Assignment. To the best of Seller's
         knowledge, no Tenant has assigned its interest in its Lease or sublet
         any portion of the premises leased to such Tenant under its Lease.

                  (d)      Leases - Default, (i) Seller has not received any
         notice of termination or default under any of the Leases, (ii) to the
         best of Seller's knowledge, there are no existing or uncured defaults
         by Seller, by any predecessor landlord, or, by any Tenant

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         under the Leases, (iii) to the best of Seller's knowledge there are no
         events which with passage of time or notice, or both, would constitute
         a default by Seller or by any Tenant, and, to the best of Seller's
         knowledge, Seller has complied with each and every material
         undertaking, covenant, and obligation of Seller under each Lease
         required to be performed or observed through the date hereof, (iv) no
         Tenant has asserted in writing to Seller any defense, set-off, or
         counterclaim with respect to its tenancy or its obligation to pay rent,
         additional rent, or other charges pursuant to its Lease, and (v) to the
         best of Seller's knowledge, no Tenant is using its premises in
         violation of an "exclusive" granted to another Tenant or occupant of
         the Property.

                  (e)      Leases - Rents and Special Consideration. Except as
         reflected on the Tenant Concession and Commission Schedule attached
         hereto as Exhibit "E", no Tenant: (v) has prepaid rent for more than
         the current month under such Tenant's Lease, (vi) is entitled to
         receive any rent concession (not already taken) in connection with its
         tenancy under its Lease, (vii) is entitled to any special work (not yet
         performed) or consideration (not yet given) in connection with its
         tenancy, and (viii) has any deed, option, or other evidence of any
         right or interest in or to the Property, except for such Tenant's
         tenancy as evidenced by the express terms of the Tenant's Lease. Seller
         shall deliver to Purchaser at closing an amount equal to the
         undisbursed tenant allowance sums set forth in Exhibit "E".

                  (f)      Leases - Commissions. No rental, lease, or other
         commissions with respect to any Lease are payable to Seller, to any
         partner or member of Seller, any party affiliated with or related to
         Seller or any partner or member of Seller or to any third party
         whatsoever. All commissions payable under, relating to, or as a result
         of the Leases have been cashed-out and paid and satisfied in full by
         Seller or by Seller's predecessor in title to the Property, and no
         further commissions shall be due or payable as a result of any Lease,
         excluding, however, any brokerage commissions for any extension of the
         term of any Lease or any expansion of the space leased thereunder
         pursuant to the commission agreements described on the Tenant
         Concession and Commission Schedule attached hereto as Exhibit "E".
         Seller has delivered to Purchaser complete and accurate copies of all
         such commission agreements. Upon Closing, Seller shall have no further
         responsibility or liability for any brokerage commissions due upon any
         extension of the terms of any Lease or any expansion of the space
         leased thereunder, if any.

                  (g)      Leases - Acceptance of Premises. Seller has not
         received notice from any Tenant that such Tenant's premises are not in
         full compliance with the terms and provisions of such Tenant's Lease or
         are not satisfactory for such Tenant's purposes. None of the Tenants
         has indicated to Seller in writing its request or its intent to
         terminate its Lease prior to the expiration of the respective term of
         such Lease or to reduce the size of the premises leased by such Tenant.

                  (h)      Service Contracts. Attached hereto as Exhibit "F" is
         a complete and accurate list and description of all of the service
         contracts, management agreements, or other agreements (other than the
         Leases) which are in effect and which relate to the operation,
         management, or maintenance of the Property (said agreements being
         herein collectively referred to as the "Service Contracts"). Seller has
         provided Purchaser with

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         complete and accurate copies of all Service Contracts. All such Service
         Contracts are in full force and effect in accordance with their
         respective provisions, all payments required to be made by Seller or
         the "Owner" thereunder have been paid in full, and, to the best of
         Seller's knowledge, there is no default, or claim of default, or any
         event which the passage of time or notice, or both, would constitute a
         default on the part of any party to any of such Service Contracts. All
         such Service Contracts are terminable without penalty or obligation to
         pay any severance or similar compensation on no more than thirty (30)
         days' notice, except as expressly set forth on Exhibit "F". Seller
         agrees to cancel, effective no later than the Closing, any of the
         Service Contracts specified by Purchaser in a written notice to Seller
         given at least thirty (30) days prior to the Closing. All Service
         Contracts are assignable by Seller to Purchaser and no Service Contract
         prohibits such assignment or provides for any right, claim, or cause of
         action against Purchaser or the Property upon such Assignment. Except
         as may otherwise be agreed in writing by Purchaser and Seller, Seller
         has cancelled or will cancel, effective as of the Closing, any
         agreement in the nature of a management agreement or service contract
         between Seller and any partner or member of Seller or any party
         affiliated with or related to Seller or any partner or member of
         Seller. Notwithstanding the foregoing, the Simplex security system
         agreement has been prepaid in advance, shall survive the Closing and is
         to be prorated as of the Closing Date.

                  (i)      Warranties and Guaranties. Attached hereto as Exhibit
         "G" is a complete and accurate list and description of all of the
         warranties and guaranties of contractors, vendors, manufacturers and
         other parties which are known by Seller to be in effect and to relate
         to the Property.

                  (j)      No Other Agreements. Other than the Leases, the
         Service Contracts, and the Permitted Exceptions, there are no leases,
         service contracts, management agreements, or other agreements or
         instruments in force and effect, oral or written, that grant to any
         person whomsoever or any entity whatsoever any right, title, interest
         or benefit in or to all or any part of the Property, any rights to
         acquire all or any part of the Property or any rights relating to the
         use, operation, management, maintenance, or repair of all or any part
         of the Property.

                  (k)      No Litigation. No actions, suits, or proceedings are
         pending, or to the best of Seller's knowledge have been threatened by
         any organization, person, individual, or governmental agency that
         concerns or affects the Property or Seller's right to perform its
         obligations hereunder. Seller also has no knowledge of any pending or
         threatened application for changes in the zoning applicable to the
         Property or any portion thereof.

                  (l)      Condemnation. No condemnation or other taking by
         eminent domain of the Property or any portion thereof has been
         instituted and, to the best of Seller's knowledge, there are no pending
         or threatened condemnation or eminent domain proceedings (or
         proceedings in the nature or in lieu thereof) affecting the Property or
         any portion thereof or its use.

                  (m)      Proceedings Affecting Access. To the best of Seller's
         knowledge, the Property is served by curb cuts for direct vehicular
         access to and from Madrona Avenue

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         and Civic Center Drive adjoining the Property. To the best of Seller's
         knowledge, there are no pending or threatened proceedings that would
         have the effect of impairing or restricting access between the Property
         and such adjacent public roads.

                  (n)      No Roll-Back Taxes. To the best of Seller's
         knowledge, the Property has not been classified under any designation
         authorized by law to obtain a special low ad valorem tax rate or to
         receive a reduction, abatement or deferment of ad valorem taxes which,
         in such case, will result in additional, catch-up or roll-back ad
         valorem taxes in the future in order to recover the amounts previously
         reduced, abated or deferred.

                  (o)      No Assessments. To the best of Seller's knowledge, no
         assessments have been made against the Property that are unpaid,
         whether or not they have become liens, and no impact fees or similar
         charges or sums are payable as result of the construction of the
         Improvements.

                  (p)      Certificates. There are presently in effect permanent
         certificates of occupancy, licenses, and permits as may be required for
         the Property, and the present use and occupation of the Property is in
         compliance and conformity with the certificates of occupancy and all
         licenses and permits. Within three (3) days after the effective date of
         this Agreement, Seller shall provide Purchaser with complete and
         accurate copies of all such Certificates of Occupancy, licenses and
         permits which are known by Seller to relate to the Property and which
         are in the possession or control of Seller. To the best of Seller's
         knowledge, there has been no notice or request of any municipal
         department, insurance company or board of fire underwriters (or
         organization exercising functions similar thereto), directed to Seller
         and requesting the performance of any work or alteration in respect to
         the Property which has not been complied with.

                  (q)      Compliance With Governmental Requirements. Seller has
         received no notice of any violations of law, municipal or county
         ordinances, or other legal requirements with respect to the Property,
         including any legal requirements with respect to the use, occupancy or
         construction of the Improvements. To the best of Seller's knowledge,
         the Property is currently zoned in a classification such as will permit
         the operation of the Property as a three-story office building and the
         conditions, if any, to the granting of the zoning of the Property have
         been satisfied. To the best of Seller's knowledge, the Property is not
         located in a wetland area or in a designated or recognized flood plain,
         flood plain district, flood hazard area or area of similar
         characterization or in an area of special risk with respect to earth
         movement, rising groundwater, or other natural hazards.

                  (r)      Utilities. To the best of Seller's knowledge, all
         utilities necessary for the use of the Property as an office building
         of the size and nature situated thereon, including water, sanitary
         sewer, storm sewer, natural gas, electricity, and telephone, are
         installed and operational, and such utilities either enter the Property
         through adjoining public streets, or, if they pass through adjoining
         private land, do so in accordance with valid public easements or
         private easements which inure to the benefit of the Property.

                                       10

<PAGE>

                  (s)      Surveys. Seller has heretofore delivered to Purchaser
         the most current boundary and "as-built" surveys of the Land and
         Improvements in the possession or control of Seller.

                  (t)      Initial Utility Charges. All installation and
         connection charges for utilities serving the Property have been paid in
         full.

                  (u)      No Liens. Except for the contractors, subcontractors,
         and other persons or entities described in the form of Owner's
         Declaration provided by the Title Company, all contractors,
         subcontractors, and other persons or entities furnishing work, labor,
         materials, or supplies by or at the instance of Seller for the Property
         have been paid in full and, other than routine ongoing charges pursuant
         to the Service Contracts, there are no claims against the Property or
         Seller in connection therewith. Purchaser acknowledges that Honda and
         Kaiser are performing their own tenant improvements for their
         respective premises on the Property, that Seller will not be providing
         to Title Company or Purchaser an indemnity therefor, and that Seller
         shall have no liability for any mechanics' liens relating to said
         tenant improvements.

                  (v)      No Liens Upon Building Service Equipment. None of the
         fixtures, equipment, apparatus, fittings, machinery, appliances,
         furniture, furnishings, and articles of personal property attached or
         appurtenant to, or used in connection with the occupation or operation
         of, all or any part of the Property are leased by Seller from third
         parties, and all of same which are owned by Seller, including the
         Personal Property, are free of any and all liens, encumbrances,
         charges, or adverse interests, except for the security interest granted
         to the holder of the existing deed of trust encumbering the Property,
         which security interest shall be terminated or cancelled at the time of
         the Closing. The foregoing representation and warranty shall not apply
         to any construction equipment owned by Seller which is located at the
         property which is being used for the tenant improvement work for Honda
         and Kaiser and is not otherwise used in the operation of the Property.

                  (w)      Tax Returns. All property tax returns required to be
         filed by Seller relating to the Property under any law, ordinance,
         rule, regulation, order, or requirement of any governmental authority
         have been, or will be, as the case may be, truthfully, correctly, and
         timely filed.

                  (x)      Employees. There are no employment, collective
         bargaining, or similar agreements or arrangements between Seller and
         any of its employees or others which will be binding on Purchaser or
         any of Purchaser's successors in title.

                  (y)      Bankruptcy. Seller is solvent and has not made a
         general assignment for the benefit of creditors nor been adjudicated a
         bankrupt or insolvent, nor has a receiver, liquidator, or trustee for
         any of Seller's properties (including the Property) been appointed or a
         petition filed by or against Seller for bankruptcy, reorganization, or
         arrangement pursuant to the Federal Bankruptcy Act or any similar
         Federal or state statute, or any proceeding instituted for the
         dissolution or liquidation of Seller.

                                       11

<PAGE>

                  (z)      Pre-existing Right to Acquire. No person or entity
         has any right or option to acquire the Property or any portion thereof
         which will have any force or effect after execution hereof, other than
         Purchaser and the tenants under the Leases.

                  (aa)     Authorization. Seller is a duly organized and validly
         existing limited liability company under the laws of the State of
         California and has duly registered and is qualified to transact
         business in the State of California. This Agreement has been duly
         authorized and executed on behalf of Seller, all necessary action on
         the part of Seller to authorize the transactions herein contemplated
         has been taken, and no further action is necessary for such purpose,
         and this Agreement constitutes the valid and binding agreement of
         Seller, enforceable in accordance with its terms, subject to
         bankruptcy, insolvency and similar laws affecting generally the
         enforcement of creditor's rights. Neither the execution and delivery of
         this Agreement nor the consummation of the transaction contemplated
         hereby will (i) be in violation of Seller's Articles of Organization or
         Operating Agreement, (ii) conflict with or result in the breach or
         violation of any law, regulation, writ, injunction or decree of any
         court or governmental instrumentality applicable to Seller, or (iii)
         constitute a breach of any evidence of indebtedness or agreement of
         which Seller is a party or by which Seller is bound.

                  (bb)     Seller Not a Foreign Person. Seller is not a "foreign
         person" which would subject Purchaser to the withholding tax provisions
         of Section 1445 of the Internal Revenue Code of 1986, as amended.

                  (cc)     Hazardous Substances. To the best of Seller's
         knowledge, and except as otherwise disclosed in the environmental
         reports delivered to Purchaser by Seller, (ix) no "hazardous
         substances", as that term is defined in the Comprehensive Environmental
         Response, Compensation, and Liability Act of 1980, as amended, 42
         U.S.C. Section 9601, et seq., the Resource Conservation and Recovery
         Act of 1976, as amended, 42 U.S.C. Section 6901, et seq., and the rules
         and regulations promulgated pursuant to these acts, any so-called
         "super-fund" or "super lien" laws or any applicable state or local
         laws, nor any other pollutants, toxic materials, or contaminants have
         been or shall prior to Closing be discharged, disbursed, released,
         stored, treated, generated, disposed of, or allowed to escape on the
         Property, (x) no asbestos or asbestos containing materials have been
         installed, used, incorporated into, or disposed of on the Property,
         (xi) no polychlorinated biphenyls are located on or in the Property, in
         the form of electrical transformers, fluorescent light fixtures with
         ballasts, cooling oils, or any other device or form, (xii) no
         underground storage tanks are located on the Property or were located
         on the Property and subsequently removed or filled, (xiii) no
         investigation, administrative order, consent order and agreement,
         litigation, or settlement with respect to hazardous substances is
         proposed, threatened, anticipated or in existence with respect to the
         Property, and (xiv) the Property has not previously been used as a
         landfill, cemetery, or as a dump for garbage or refuse.

At Closing, Seller and Purchaser shall represent and warrant to each other that
all such representations and warranties of each party in this Agreement remain
true and correct as of the date of the Closing, except for any changes in any
such representations or warranties that occur and are disclosed by the party
making such representation or warranty (either to Purchaser or

                                       12

<PAGE>

Seller, as the case may be ), expressly and in writing at any time and from time
to time prior to Closing upon their occurrence, which disclosures shall
thereafter be updated by such party to the date of Closing. Each and all of the
express representations and warranties made and given by Seller or Purchaser
herein shall survive the execution and delivery of the Grant Deed by Seller to
Purchaser for a period of six (6) months after the Closing, except to the extent
that a notice of breach of any representation or warranty has been given prior
to such expiration. If there is any material change in any of Seller's
representations or warranties and Seller does not cure or correct such changes
prior to Closing, then Purchaser may, at Purchaser's option, (xv) close and
consummate the transaction contemplated by this Agreement, except that after
such closing and consummation Purchaser shall have the right to seek monetary
damages from Seller for any such changes willfully caused by Seller or any such
representations or warranties willfully breached by Seller, or (xvi) terminate
this Agreement by written notice to Seller, whereupon the Earnest Money shall be
immediately returned to Purchaser, and thereafter the parties hereto shall have
no further rights or obligations hereunder, except only (1) for such rights or
obligations that, by the express terms hereof, survive any termination of this
Agreement and (2) that Purchaser shall have the right to seek monetary damages
from Seller for any changes in such representations and warranties willfully
caused by Seller or any such representations and warranties willfully breached
by Seller.

         Whenever a representation or warranty is made in this Agreement "to the
best knowledge of Seller", such representation and warranty is made solely on
the basis of the actual, as distinguished from implied, imputed and
constructive, knowledge on the date of such representation or warranty is made
of Mark Schlossberg and Scott Douglas, principals of Seller having
responsibility for the management, operation and sale of the Property, without
attribution to Mark Schlossberg and Scott Douglas of facts and matters otherwise
within the personal knowledge of any other principals or employees of Seller or
third parties. Mark Schlossberg and Scott Douglas shall have no personal
liability or obligation hereunder to Purchaser nor shall such individuals owe
any duty whatsoever to Purchaser.

         9.       Seller's Additional Covenants. Seller does hereby further
covenant and agree as follows:

                  (a)      Operation of Property. Seller hereby covenants that,
         from the date of this Agreement up to and including the date of
         Closing, Seller shall: (i) [intentionally omitted], (ii) not modify,
         amend, or terminate any of the Leases or enter into any new lease,
         contract, or other agreement respecting the Property, unless Seller
         obtains the prior written consent to same from Purchaser, (iii) not
         waive any rights of Seller under any Lease or material contract, (iv)
         not grant or otherwise create or consent to the creation of any
         easement, restriction, lien, assessment, or encumbrance respecting the
         Property, and (v) cause the Property to be operated, maintained, and
         repaired in the same manner as the Property is currently being
         operated, maintained, and repaired.

                  (b)      Removal of Personal Property. Seller shall neither
         transfer nor remove any Personal Property or fixtures from the Property
         after the date of this Agreement except for the purposes of replacement
         thereof, in which case such replacements shall be promptly installed
         and shall be comparable in quality to the items being replaced.

                                       13

<PAGE>

                  (c)      Preservation of Leases. Seller shall, from and after
         the date of this Agreement to the date of Closing, use its best efforts
         to perform and discharge all of the duties and obligations and shall
         otherwise comply with every covenant and agreement of the landlord or
         lessor under the Leases, at Seller's expense, in the manner and within
         the time limits required thereunder. Furthermore, Seller shall, for the
         same period of time, use diligent and good faith efforts to cause the
         Tenants under the Leases to perform all of their respective duties and
         obligations and otherwise comply with each and every one of their
         covenants and agreements under such Leases and shall take such actions
         as are reasonably necessary to enforce the terms and provisions of such
         Leases.

                  (d)      Tenant and Guarantor Estoppel Certificates. Seller
         shall use commercially reasonable efforts to obtain and deliver to
         Purchaser a fully completed estoppel certificate with respect to each
         of the Leases in the respective forms attached hereto as Exhibits "H-
         1". "H-2" and "H-3" (herein referred to as the "Tenant Estoppel
         Certificates"), duly executed by the Tenant thereunder and a Guarantor
         Estoppel Certificate from Deere & Company attached hereto as Exhibit
         "H-4". Seller shall use all reasonable efforts to cause the executed
         estoppel certificates to be delivered to Purchaser prior to March 25,
         2004. The Tenant Estoppel Certificates and Guarantor Estoppel
         Certificate shall be executed as of the date not more than fifteen (15)
         days prior to Closing. Purchaser's obligations under this Agreement
         shall be conditioned upon Purchaser receiving an executed Estoppel
         Certificates from each of the Tenants and the Guarantor Estoppel
         Certificate from Deere & Company prior to March 25, 2004, as such date
         may be extended pursuant to Paragraph 6(d) above.

                  (e)      Insurance. From and after the date of this Agreement
         to the date and time of Closing, Seller shall, at its expense, continue
         to maintain the same special form/"all risk" insurance covering the
         Property which is currently in force and effect.

         10.      Closing. Provided that all of the conditions set forth in this
Agreement are theretofore fully satisfied or performed, it being fully
understood and agreed, however, that Purchaser may waive expressly and in
writing, at or prior to Closing, any conditions that are unsatisfied or
unperformed at such time, the consummation of the sale by Seller and purchase by
Purchaser of the Property (herein referred to as the "Closing") shall be held on
or before March 25, 2004, at an office in Glendale or Los Angeles, California at
such specific office, and at such specific time and date as shall be designated
by Purchaser in a written notice to Seller not less than three (3) business days
prior to Closing. In the event Purchaser fails to give such notice of the time,
date and place of Closing, the Closing shall occur at 1:30 p.m. on the last date
for such Closing as provided above, at the Glendale, California office of the
Title Company.

         11.      Seller's Closing Documents. For and in consideration of, and
as a condition precedent to Purchaser's delivery to Seller of the Purchase Price
described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's
expense, and deliver to Purchaser at Closing the following documents (all of
which shall be duly executed, acknowledged, and notarized where required and
shall survive the Closing):

                  (a)      Grant Deed. A Grant Deed conveying to Purchaser
         marketable fee simple title to the Land and Improvements, together with
         all rights, members, easements, and

                                       14

<PAGE>

         appurtenances thereof, subject only to the Permitted Exceptions. The
         legal description set forth in the Grant Deed shall be identical to
         Exhibit "A" attached hereto. In the event the as-built survey of the
         Land and Improvements updated by Purchaser shall differ from the legal
         description set forth on Exhibit "A" hereto, Seller shall, if required
         by Purchaser, execute and deliver to Purchaser a quitclaim deed
         containing a legal description based upon such updated as-built survey;

                  (b)      Bill of Sale. A Bill of Sale conveying to Purchaser
         marketable title to the Personal Property in the form and substance of
         Exhibit "J" attached hereto;

                  (c)      Blanket Transfer. A Blanket Transfer and Assignment
         in the form and substance of Exhibit "K" attached hereto;

                  (d)      Assignment and Assumption of Leases. An Assignment
         and Assumption of Leases in the form and substance of Exhibit "L"
         attached hereto, assigning to Purchaser all of Seller's right, title,
         and interest in and to the Leases and the rents thereunder;

                  (e)      Seller's Affidavit. A customary Seller's Affidavit in
         the form required by the Title Company;

                  (f)      FIRPTA Certificate. A FIRPTA Certificate in the form
         and substance of Exhibit "M" attached hereto;

                  (g)      Surveys and Plans. Such surveys, site plans, plans
         and specifications, and other matters relating to the Property as are
         described in subparagraph (a) of the Blanket Transfer and Assignment
         and are in the possession or control of Seller;

                  (h)      Certificates of Occupancy. Original Certificates of
         Occupancy for all space within the Improvements, to the extent same are
         in the possession or control of Seller;

                  (i)      Leases. An original executed counterpart of each
         Lease and any guaranties thereof;

                  (j)      Service Contracts. An original executed counterpart
         of each Service Contract;

                  (k)      Limited Liability Company Consent. A certified
         consent to this Agreement, the transactions contemplated herein, and
         the execution and delivery of the documents required hereunder, signed
         by all members of Seller, together with written authorization of such
         members authorizing the execution and delivery of documents required
         hereunder, and designating and guaranteeing the signatures of the
         manager(s) or member(s) of Seller who are to execute and deliver all
         such documents on behalf of Seller;

                                       15

<PAGE>

                  (l)      Keys and Records. All of the keys to any doors or
         locks on the Property and the original tenant files and other books and
         records relating to the Property in Seller's possession or control;

                  (m)      Tenant Notices. Notice from Seller to the Tenants of
         the sale of the Property to Purchaser in such form as Purchaser shall
         reasonably approve;

                  (n)      Settlement Statement. A settlement statement setting
         forth the amounts paid by or on behalf of and/or credited to each of
         Purchaser and Seller pursuant to this Agreement; and

                  (o)      Other Documents. Such other documents as shall be
         reasonably required by Purchaser's counsel.

         12.      Purchaser's Closing Documents. Purchaser shall obtain or
execute, at Purchaser's expense, and deliver to Seller at Closing the following
documents, all of which shall be duly executed and acknowledged where required
and shall survive the Closing:

                  (a)      Blanket Transfer. A Blanket Transfer and Assignment
         in the form and substance of Exhibit "K" attached hereto;

                  (b)      Assignment and Assumption of Leases. The Assignment
         and Assumption of Leases in the form and substance of Exhibit "L"
         attached hereto;

                  (c)      Settlement Statement. A settlement statement setting
         forth the amounts paid by or on behalf of and/or credited to each of
         Purchaser and Seller pursuant to this Agreement;

                  (d)      Corporate Resolution. A copy of a resolution of the
         Board of Directors of Purchaser, certified by the Secretary or
         Assistant Secretary of the corporate general partner of Purchaser to be
         in force and unmodified as of the date and time of Closing, authorizing
         the execution and delivery of documents required hereunder, and
         designating and guaranteeing the signatures of the officers of the
         corporate general partner of Purchaser who are to execute and deliver
         all such documents on behalf of the corporate general partner of
         Purchaser;

                  (e)      Other Documents. Such other documents as shall be
         reasonably required by Seller's counsel.

         13.      Closing Costs. Seller shall pay the cost of the Title
Commitment, including the cost of the examination of title to the Property made
in connection therewith, the cost (which may be a credit to Purchaser) of the
premium payable for a CLTA form owner's policy of title insurance issued
pursuant to the Title Commitment, (except for any additional cost attributable
to the Endorsements or increased costs based on Purchaser's request to use an
ALTA form of title insurance), the cost of any state, county or municipal
transfer taxes imposed upon the conveyance of the Property pursuant hereto, the
attorneys' fees of Seller, and all other costs and expenses incurred by Seller
in closing and consummating the purchase and sale of the Property

                                       16

<PAGE>

pursuant hereto. Purchaser shall pay the recording fees on the Grant Deed (and
quitclaim deed if required pursuant to Paragraph 11 [a] hereof) of the Property
from Seller to Purchaser to be recorded in connection with this transaction, the
additional cost of the Title Policy attributable to the Endorsements, the cost
of any title insurance coverage for Purchaser's lender, the additional cost of
the issuance of a ALTA form instead of an CLTA form of title policy, the costs
of updating the survey, the attorneys' fees of Purchaser, and all other costs
and expenses incurred by Purchaser in closing and consummating the purchase and
sale of the Property pursuant hereto.

         14.      Prorations. The following items shall be prorated and/or
credited between Seller and Purchaser as of 12:00 a.m. on the date of Closing:

                  (a)      Rents. Rents, additional rents, operating costs, and
         other income of the Property (other than security deposits) collected
         by Seller from the Tenants for the month of Closing. Purchaser shall
         also receive a credit against the Purchase Price payable by Purchaser
         to Seller at Closing for any rents or other sums (not including
         security deposits) prepaid by the Tenants for any period following the
         month of Closing, or otherwise. Purchaser shall receive a credit
         against the Purchase Price payable by Purchaser to Seller at Closing
         for the total sum of all security deposits paid by Tenants under Leases
         and not theretofore applied to delinquent rent and other charges
         payable by the applicable Tenant. Seller hereby acknowledges that
         Purchaser shall not be legally responsible to Seller for the collection
         of any uncollected rent or other income under any of the Leases that is
         past due or otherwise due and payable as of the date of Closing.
         Purchaser agrees that if (vi) a Tenant is in arrears on the date of
         Closing in the payment of rent or other charges under such Tenant's
         Lease, and (vii) upon Purchaser's receipt of any rental or other
         payment from such Tenant, such Tenant is, or after application of a
         portion of such payment will be, current under such Lease in the
         payment of all accrued rental and other charges that become due and
         payable on the date of Closing or thereafter and in the payment of any
         other obligations of such Tenant to Purchaser, then Purchaser shall
         refund to Seller, out of and to the extent of the portion of such
         payment remaining after Purchaser deducts therefrom any and all sums
         due and owing it from such Tenant from and after the date of Closing,
         an amount up to the full amount of any arrearage existing on the date
         of Closing.

                  (b)      Property Taxes. City, state, county, and school
         district ad valorem taxes based on the ad valorem tax bills for the
         Property, if then available, or if not, then on the basis of the latest
         available tax figures and information and applicable statutory
         increases. Should such proration be based on such latest available tax
         figures and information and applicable statutory increases and prove to
         be inaccurate on receipt of the ad valorem tax bills for the Property
         for the year of Closing, either Seller or Purchaser, as the case may
         be, may demand at any time after Closing a payment from the other
         correcting such malapportionment. In addition, if after Closing there
         is an adjustment or reassessment by any governmental authority with
         respect to, or affecting, any ad valorem taxes for the Property for the
         year of Closing or any prior year, any additional tax payment for the
         Property required to be paid with respect the year of Closing
         (excluding any increase in taxes solely as a consequence of the
         "transfer of ownership" to Seller) shall be prorated between Purchaser
         and Seller and any such additional tax payment for the Property for

                                       17

<PAGE>

         any year prior to the year of Closing shall be paid by Seller. This
         agreement shall expressly survive the Closing.

                  (c)      Utility Charges. Except for utilities which are the
         direct responsibility of the Tenants to the applicable public or
         private utilities supplier, Seller shall pay all utility bills received
         prior to Closing and shall be responsible for utilities furnished to
         the Property prior to Closing. Purchaser shall be responsible for the
         payment of all bills for utilities furnished to the Property subsequent
         to the Closing. Seller and Purchaser hereby agree to prorate as of
         midnight preceding the date of Closing and pay their respective shares
         of all utility bills received subsequent to Closing (if they include a
         service period prior to the date of Closing), which agreement shall
         survive Closing. Seller shall be entitled to all deposits presently in
         effect with the utility providers.

                  (d)      Service Contracts. Charges under the Service
         Contracts shall be prorated as of Midnight preceding the date of
         Closing.

                  (e)      Other Tenant Charges. Where the Leases contain Tenant
         obligations for taxes, common area expenses, operating expenses or
         additional charges of any nature, and where Seller shall have collected
         on an estimated basis any portion thereof in excess of amounts owed by
         Seller for such items for the period prior to the date of Closing, then
         there shall be an adjustment and credit given to Purchaser on the date
         of Closing for such excess amounts collected. Purchaser shall apply all
         such excess amounts to the charges owed by Purchaser for such items for
         the period after the date of Closing, and if required by the Leases,
         shall rebate or credit Tenants with any remainder. If it is determined
         subsequent to the Closing that the amount collected during Seller's
         ownership period exceeded expenses incurred during the same period by
         more than the amount previously credited to Purchaser at Closing, then
         Seller shall promptly pay to Purchaser the deficiency. If it is
         determined subsequent to Closing that the amount collected during
         Seller's ownership period exceeded expenses incurred during the same
         period by less than the amount previously credited to Purchaser at
         Closing, then Purchaser shall promptly pay to Seller the overpayment.

                  (f)      Tenant Inducements and Unpaid Commissions. Seller
         shall pay all leasing commissions in connection with any Lease executed
         on or before the effective date of this Agreement (including leasing
         commissions attributable to the exercise by the Tenants of any
         expansion or extension options set forth in the Lease which are not
         exercised until after the Closing). Purchaser shall be entitled to a
         credit against the Purchase Price for the total sum of any unexpired
         concessions under any Leases to the extent they apply to any period
         after the Closing (excluding the free rent addressed in (h) below).
         Purchaser shall also be entitled to a credit against the Purchase Price
         for the total sum of any remaining improvement allowances the payment
         of which may become the obligation of the landlord or lessor under the
         Leases after the Closing, but Purchaser shall receive no such credit
         against the Purchase Price for any improvement allowances payable by
         the landlord or lessor under the Leases as a result of the exercise by
         a Tenant after the Closing of any expansion or extension option in such
         Tenant's Lease.

                                       18

<PAGE>

                  (g)      Tenant's Free Rent. Seller agrees to pay to
         Purchaser, the lump sum of $2,521,224.00 (the "Rent Concession
         Amount"), representing free rent concessions provided to Honda from
         April 1, 2004 through July 31, 2005. Seller shall deliver the Rent
         Concession Amount to _________________________(the "Rent Escrow Agent")
         at Closing to be held in escrow, and the installments described below
         shall be distributed pursuant to an escrow agreement (the "Rent Escrow
         Agreement") in form and substance satisfactory to Purchaser, as long as
         such agreement provides that all interest which accrues on the Rent
         Concession Amount shall be the property of Seller and shall be
         distributed to Seller upon the disbursement of the final installment to
         Purchaser. Seller agrees and acknowledges that Purchaser may grant its
         lender a security interest in the Rent Concession Amount and agrees to
         cooperate with Purchaser and its lender in connection therewith. The
         Rent Concession Amount shall be distributed to Rent Escrow Agent as
         follows: (i) in monthly installments of $183,333.00, due on the first
         day of each month beginning April 1, 2004 and ending March 1, 2005 and
         (ii) in monthly installments of $80,907.00, due on the first day of
         each month beginning April 1, 2005 and ending July 1, 2005. The
         obligations set forth in this Paragraph 14(g) shall survive Closing.

         15.      Purchaser's Default. THE PARTIES AGREE THAT IT WOULD BE
EXTREMELY IMPRACTICAL AND DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY
SELLER AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT UNDER THE
CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES
PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES
WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE
THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL
CODE SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS
BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION
CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER UNDER THE
TERMS OF THIS AGREEMENT, SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE
THE EARNEST MONEY AS LIQUIDATED DAMAGES AND THEREAFTER THE PARTIES HERETO SHALL
HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON
PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO THE
LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER
PARAGRAPH 4 HEREOF.

              MS                              /s/ AWT
              ----------------------          ------------------------------
              SELLER'S INITIALS               PURCHASER'S INITIALS

         16.      Seller's Default. In the event of default by Seller under the
terms of this Agreement, except as otherwise specifically set forth herein, at
Purchaser's option: (i) Purchaser

                                       19

<PAGE>

may terminate this Agreement by written notice to Seller, whereupon the Earnest
Money shall be immediately returned by Escrow Agent to Purchaser, and the
parties hereto shall have no further rights or obligations hereunder whatsoever;
or (ii) Purchaser shall be entitled to an immediate refund of all but $25.00 of
the Earnest Money and to pursue against Seller the remedy of specific
performance.

         17.      Condemnation. If, prior to the Closing, all or any part of the
Property is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain or is taken by eminent domain or condemnation (or sale
in lieu thereof), or if Seller has received notice that any condemnation action
or proceeding with respect to the Property is contemplated by a body having the
power of eminent domain, Seller shall give Purchaser immediate written notice of
such threatened or contemplated condemnation or of such taking or sale, and
Purchaser may by written notice to Seller given within thirty (30) days of the
receipt of such notice from Seller, elect to cancel this Agreement. If Purchaser
chooses to cancel this Agreement in accordance with this Paragraph 17, then the
Earnest Money shall be returned immediately to Purchaser by Escrow Agent and the
rights, duties, obligations, and liabilities of the parties hereunder shall
immediately terminate and be of no further force and effect, except for those
obligations that expressly survive the termination hereof. If Purchaser does not
elect to cancel this Agreement in accordance herewith, this Agreement shall
remain in full force and effect and the sale of the Property contemplated by
this Agreement, less any interest taken by eminent domain or condemnation, or
sale in lieu thereof, shall be effected with no further adjustment and without
reduction of the Purchase Price, and at the Closing, Seller shall assign,
transfer, and set over to Purchaser all of the right, title, and interest of
Seller in and to any awards that have been or that may thereafter be made for
such taking. At such time as all or a part of the Property is subjected to a
bona fide threat of condemnation and Purchaser shall not have elected to
terminate this Agreement as hereinabove provided, Purchaser shall be permitted
to participate in the proceedings as if Purchaser were a party to the action.
Seller shall not settle or agree to any award or payment pursuant to
condemnation, eminent domain, or sale in lieu thereof without obtaining
Purchaser's prior written consent thereto in each case.

         18.      Damage or Destruction. If any of the Improvements shall be
destroyed or damaged prior to the Closing, and if either the estimated cost of
repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($250,000.00)
or the damage results in the termination of one or more of the Leases, Purchaser
may, by written notice given to Seller within twenty (20) days after receipt of
written notice from Seller of such damage or destruction, elect to terminate
this Agreement, in which event the Earnest Money shall immediately be returned
by Escrow Agent to Purchaser and the rights, duties, obligations, and
liabilities of all parties hereunder shall immediately terminate and be of no
further force or effect, except for those obligations that expressly survive the
termination hereof. If Purchaser does not elect to terminate this Agreement
pursuant to this Paragraph 18, or has no right to terminate this Agreement
(because the damage or destruction does not exceed $250,000.00 and has not
resulted in the termination of one or more of the Leases), and the sale of the
Property is consummated, Purchaser shall be entitled to receive all insurance
proceeds paid or payable to Seller by reason of such destruction or damage under
the insurance required to be maintained by Seller pursuant to Paragraph 9(a)
hereof (less amounts of insurance theretofore received and applied by Seller to
costs actually incurred for restoration). Seller shall not settle or release any
damage or destruction claims without obtaining

                                       20

<PAGE>

Purchaser's prior written consent in each case. All said insurance proceeds
received by Seller by the date of Closing shall be paid by Seller to Purchaser
at Closing, together with the lesser of (i) that amount necessary to cover any
difference between the amount of such proceeds and the estimated cost of repair
or replacement, or (ii) the amount of the deductible under Seller's all-risk
property damage insurance policy]. In addition, at Closing, Seller shall pay
over to Purchaser, and assign to Purchaser, all proceeds of any rent loss
insurance for the period of time commencing on the date of Closing. If the
amount of said casualty or rent loss insurance proceeds is not settled by the
date of Closing, Seller shall execute at Closing all proofs of loss, assignments
of claim, and other similar instruments in order that Purchaser receive all of
Seller's right, title, and interest in and under said insurance proceeds.

         19.      As Is Purchase; Indemnity: Release.

                  (a)      Purchaser hereby acknowledges, represents, warrants,
         covenants and agrees that as a material inducement to Seller to execute
         and accept this agreement and in consideration of the performance by
         seller of its duties and obligations under this agreement, the sale of
         the property hereunder is and will be made on an "as is, where is"
         basis except as otherwise expressly provided in this Agreement
         including Paragraph 8, and that except as otherwise expressly provided
         in this Agreement including Paragraph 8 and all documents delivered to
         Purchaser at Closing, Seller has not made, does not make and
         specifically negates and disclaims any representations, warranties or
         guaranties of any kind or character whatsoever, whether express or
         implied, oral or written, past, present, future or otherwise, of, as
         to, concerning or with respect to the Property, including, without
         limitation: (1) the existence of hazardous materials upon the Real
         Property or any portion thereof; (2) geological conditions, including,
         without limitation, subsidence, subsurface conditions, water table,
         underground water reservoirs, limitations regarding the withdrawal of
         water and faulting; (3) whether or not and to the extent to which the
         Real Property or any portion thereof is affected by any stream (surface
         or underground), body of water, flood prone area, flood plain, floodway
         or special flood hazard; (4) drainage; (5) soil conditions, including
         the existence of instability, past soil repairs, soil additions or
         conditions of soil fill, or susceptibility to landslides, or the
         sufficiency of any undershoring; (6) usages of adjoining properties;
         (7) the value, compliance with the plans and specifications, size,
         location, age, use, design, quality, description, durability,
         structural integrity, operation, title to, or physical or financial
         condition of the real property or any portion thereof, or any rights or
         claims on or affecting or pertaining to the Real Property or any part
         thereof including, without limitation, whether or not the improvements
         comply with the requirements of Title III of the Americans with
         Disabilities Act of 1990, 42 U.S.C. Sections 12181-12183, 12186(b)
         -12189 and related regulations; (8) the presence of hazardous materials
         in or on, under or in the vicinity of the Real Property; (9) the square
         footage of the land or the improvements; (10) improvements and
         infrastructure, if any; (11) development rights and extractions; (12)
         water or water rights; (13) the development potential for the Property;
         (15) the ability of purchaser to rezone the Property or change the use
         of the Property; (16) the ability of purchaser to acquire adjacent
         properties; (17) the existence and possible location of any underground
         utilities; (19) the existence and possible location of any
         encroachments; (20) whether the improvements were built, in whole or in
         part, in

                                       21

<PAGE>

         compliance with applicable building codes; (21) the status of any
         life-safety systems in the improvements; (22) the character of the
         neighborhood in which the Real Property is situated; (23) the condition
         or use of the property or compliance of the Property with any or all
         past, present or future federal, state or local ordinances, rules,
         regulations or laws, building, fire or zoning ordinances, codes or
         other similar laws; and(or) (24) the merchantability of the Property or
         fitness of the Property for any particular purpose (Purchaser affirming
         that Purchaser has not relied on Seller's skill or judgment to select
         or furnish the Property for any particular purpose, and that seller
         makes no warranty that the Property is fit for any particular purpose).

                  Purchaser acknowledges that as of the expiration of the
         Inspection Period, Purchaser shall have completed all physical and
         financial examinations relating to the Property hereunder and will
         acquire the same solely on the basis of such examinations and the title
         insurance protection for the Real Property afforded by Purchaser's
         title policy and not on any information provided or to be provided by
         Seller except for representations and warranties and indemnities
         otherwise expressly provided in this Agreement including Paragraph 8
         and all documents delivered to Purchaser at Closing. Purchaser further
         acknowledges and agrees that any information provided or to be provided
         with respect to the Property was obtained from a variety of sources and
         that Seller has not made any independent investigation or verification
         of such information and makes no representations as to the accuracy or
         completeness of such information except for representations and
         warranties and indemnities otherwise expressly provided in this
         agreement including Paragraph 8 and all documents delivered to
         Purchaser at Closing. Seller shall not be liable for any negligent
         misrepresentation or any failure to investigate the property nor shall
         Seller be bound in any manner by any verbal or written statements,
         representations, appraisals, environmental assessment reports, or other
         information pertaining to the Property or the operation thereof,
         furnished by Seller, or by any real estate broker, agent,
         representative, employee, servant or other person acting on Seller's
         behalf except for representations and warranties and indemnities
         expressly provided in this Agreement including Paragraph 8 and all
         document delivered to Purchaser at Closing. It is acknowledged and
         agreed that the Property is sold by Seller and purchased by Purchaser
         subject to the foregoing.

                  The Closing of the purchase of the Property by Purchaser
         hereunder shall be conclusive evidence that: (a) Purchaser has fully
         and completely inspected (or has caused to be fully and completely
         inspected) the Property; (b) Purchaser accepts the Property as being in
         good and satisfactory condition and suitable for Purchaser's purposes;
         and (c) the Property fully complies with Seller's covenants and
         obligations hereunder, except for any breach of representations and
         warranties and indemnities expressly provided in this Agreement
         including Paragraph 8.

                  Without limiting the generality of the foregoing, except for
         reliance on representations and warranties and indemnities expressly
         provided in this Agreement including Paragraph 8 and all documents
         delivered to Purchaser at Closing. Purchaser shall perform and rely
         solely upon its own investigation concerning its intended use of the
         Property, and the Property's fitness therefor. Purchaser further
         acknowledges and

                                       22

<PAGE>

         agrees that Seller's cooperation with Purchaser whether by providing
         the Property documents or permitting inspection of the Real Property,
         shall not be construed as any warranty or representation, express or
         implied, of any kind with respect to the Property, or with respect to
         the accuracy, completeness, or relevance of the due diligence
         documents, provided that the foregoing shall not be a limitation or
         modification of the representations and warranties and indemnities
         expressly provided in this Agreement including Paragraph 8 all
         documents delivered to Purchaser at Closing.

                  (b)      Indemnity. For the purposes of this Paragraph 19(b),
         the term "Claims" shall mean any and all claims, obligations,
         liabilities, causes of action, suits, debts, liens, damages, judgments,
         losses, demands, orders, penalties, settlements, costs and expenses
         (including, without limitation, attorneys' fees and any and all costs
         and expenses related to, whether directly or indirectly, any and all
         clean-up, remediation, investigations, monitoring, abatement,
         mitigation measures, fines or removal with respect to Hazardous
         Materials) of any kind or nature whatsoever. Each and every provision
         of this Paragraph 19(b) shall survive the Closing. Purchaser
         acknowledges that but for Purchaser's agreement to each and every
         provision of this Paragraph 19(b), Seller would not have entered into
         this Agreement. Purchaser, on behalf of itself, its successors, assigns
         and successors-in-interest ("Successors"), hereby agrees to indemnify,
         defend (with legal counsel selected by Seller) and hold Seller and its
         Successors harmless from any and all Claims resulting from, related to,
         or based upon, whether directly or indirectly: (i) the breach by
         Purchaser of any representation, warranty, covenant or obligation
         contained in this Agreement or in any other document delivered by
         Purchaser at Closing; and (ii) any Claim or Claims, if the basis of
         such Claim or Claims arose on or after the Closing Date except as noted
         in subparagraph (iv), and if the basis of such Claim or Claims arose
         from, is based upon, relates to or pertains to, directly or indirectly,
         the operation, management and use of the Property; (iii) any Claim or
         Claims which Claim or Claims (or the basis for which) arose from, is
         based upon, relates to or pertains to, directly or indirectly, any act
         or omission of Purchaser; and (iv) any Claim or Claims that relate to
         the condition of the Property or any defects therein, regardless of
         whether said condition or the cause of the same arose either before or
         after the Closing Date, including any judgment, order or settlement
         under or otherwise pursuant to the lawsuit. Each and every provision of
         this paragraph shall survive the Closing and but for Purchaser's
         agreement to each and every provision of this Paragraph 19(b), Seller
         would not have executed this Agreement.

                  (c)      Release and Section 1542 Waiver. Except for Claims
         for Seller's breach of representations and warranties of Seller
         provided in this Agreement including Paragraph 8 and the Closing
         documents delivered to Purchaser at Closing, Purchaser for itself and
         on behalf of each of its Successors (collectively, the "Releasors") by
         this general release of known and unknown claims (this "Release")
         hereby irrevocably and unconditionally release and forever discharge
         Seller and each of its Successors (collectively, the "Releasees") or
         any of them, from and against any and all Claims of any kind or nature
         whatsoever, WHETHER KNOWN OR UNKNOWN, suspected or unsuspected, fixed
         or contingent, liquidated or unliquidated which any of the Releasors
         now have, own, hold, or claim to have had, owned, or held, against any
         of the Releasees arising from, based upon or related to, whether
         directly or indirectly any facts, matters, circumstances,

                                       23

<PAGE>

         conditions or defects (whether patent or latent) of all or any kinds,
         related to, arising from, or based upon, whether directly or
         indirectly, the Property, including without limitation the presence of
         Hazardous Materials in, on, about or under the Real Property or which
         have migrated from adjacent lands to the Real Property or from the Real
         Property to adjacent lands.

                  Except for Claims for Seller's breach of representations and
         warranties of Seller provided in this Agreement including Paragraph 8
         and representations and warranties in the documents delivered to
         Purchaser at Closing, Releasors hereby further agree as follows:

                                    (i)      Releasors acknowledge that there is
                  a risk that subsequent to the execution of the Release set
                  forth herein, Releasors may discover, incur, or suffer from
                  Claims which were unknown or unanticipated at the time this
                  Release is executed, including, without limitation, unknown or
                  unanticipated Claims which, if known by Releasors on the date
                  this Release is being executed, may have materially affected
                  Releasors' decision to execute this Release. Releasors
                  acknowledge that Releasors are assuming the risk of such
                  unknown and unanticipated Claims and agree that this Release
                  applies thereto. Releasors expressly waive the benefits of
                  Section 1542 of the California Civil Code, which reads as
                  follows:

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

                                    (ii)     Releasors represent and warrant
                  that Releasors have been represented by independent counsel of
                  Releasors' own choosing in connection with the preparation and
                  review of the Release set forth herein, that Releasors have
                  specifically discussed with such counsel the meaning and
                  effect of this Release and that Releasors have carefully read
                  and understand the scope and effect of each provision
                  contained herein. Releasors further represent and warrant that
                  Releasors do not rely and have not relied upon any
                  representation or statement made by any of the Releasees or
                  any of their representatives, agents, employees, attorneys or
                  officers with regard to the subject matter, basis or effect of
                  this Release.

                                    (iii)    Releasors represent and warrant to
                  Releasees that Releasors have not and shall not assign or
                  transfer or purport to assign or transfer any Claim or Claims
                  or any portion thereof or any interest therein, and agree to
                  indemnify, defend, and hold the Releasees harmless from and
                  against any Claim or Claims based on or arising out of,
                  whether directly or indirectly, any such assignment or
                  transfer, or purported assignment or transfer.

         20.      Assignment. This Agreement and Purchaser's rights, duties, and
obligations hereunder may not be delegated, transferred, or assigned by
Purchaser without the prior written

                                       24

<PAGE>

consent of Seller, and any assignee or transferee proposed by Purchaser shall
expressly assume all of Purchaser's duties, liabilities and obligations under
this Agreement by written instrument delivered to Seller. Notwithstanding the
foregoing to the contrary, this Agreement, and Purchaser's rights and duties
hereunder, may be freely assigned and transferred to an entity managed or
controlled by Purchaser. In the event of any such transfer or assignment, Seller
shall look solely to such transferee or assignee for the performance of all
obligations, covenants, conditions, and agreements imposed upon Purchaser
pursuant to the terms of this Agreement. For purposes of this Paragraph 20, the
term "control" shall mean a twenty percent (20%) ownership in the applicable
entity.

         21.      Broker's Commission. Upon the Closing, and only in the event
of Closing, Seller shall pay to Grubb & Ellis ("Broker") in cash or its
equivalent a real estate sales commission pursuant to a separate agreement
between Seller and Broker. Broker does hereby agree that, in the event the sale
contemplated hereby is for any reason not consummated, then no commission shall
have been earned, and none shall be payable. Seller shall and does hereby
indemnify and hold harmless Purchaser from and against any claim, whether or not
meritorious, for any real estate sales commission, finder's fees, or like
compensation in connection with the sale contemplated hereby and arising out of
any act or agreement of Seller, including any claim asserted by Broker.
Likewise, Purchaser shall and does hereby indemnify and hold harmless Seller
from and against any claim, whether or not meritorious, for any real estate
sales commission, finder's fees, or like compensation in connection with the
sale contemplated hereby and arising out of any act or agreement of Purchaser,
except any such claim asserted by Broker. This Paragraph 21 shall survive the
Closing or any termination of this Agreement.

         22.      Notices. Wherever any notice or other communication is
required or permitted hereunder, such notice or other communication shall be in
writing and shall be delivered by overnight courier, by hand, facsimile
transmission or sent by U.S. certified mail, return receipt requested, postage
prepaid, to the addresses set out below or at such other addresses as are
specified by written notice delivered in accordance herewith:

         PURCHASER:               Triple Net Properties, LLC
                                  1551 N. Tustin Avenue, Suite 200
                                  Santa Ana, California
                                  Attn: Ms. Theresa Hutton
                                  Facsimile No.: (714) 667-6860

         with a copy to:          Hirschler Fleischer
                                  701 EastByrd Street, 15th Floor
                                  Richmond, Virginia 23219
                                  Attn: Louis J. Rogers, Esq.
                                  Facsimile No.: (804) 644-0957

         SELLER:                  20770 Madrona, LLC
                                  c/o Mr. Mark Schlossberg
                                  402 West Broadway, Suite 1290
                                  San Diego, California 92101
                                  Facsimile: (619) 239-7999

                                       25

<PAGE>

                                  With a copy to:

                                  20770 Madrona, LLC
                                  c/o Mr. Scott Douglas
                                  21535 Hawthorne Boulevard, Suite 352
                                  Torrance, California 90503
                                  Facsimile: (619) 239-7999

                                  With a copy to:

                                  Seltzer Caplan McMahon Vitek
                                  c/o David J. Dome, Esq.
                                  750 B Street, Suite 2100
                                  San Diego, California 92101
                                  Facsimile: (619) 702-6806

Any notice or other communication (i) mailed as hereinabove provided shall be
deemed effectively given or received on the third (3rd) business day following
the postmarked date of such notice or other communication, (ii) sent by
overnight courier or by hand shall be deemed effectively given or received on
the date of delivery, and (iii) sent by facsimile transmission shall be deemed
effectively given or received on the first business day after the date of
transmission of such notice and confirmation of such transmission.

                                       26

<PAGE>

         23.      Possession. Possession of the Property shall be granted by
Seller to Purchaser on the date of Closing, subject only to the Leases and the
Permitted Exceptions.

         24.      Time Periods. If the time period by which any right, option,
or election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday, or holiday, then such time period shall be
automatically extended through the close of business on the next regularly
scheduled business day.

         25.      Survival of Provisions. All covenants, warranties, and
agreements set forth in this Agreement shall survive the execution or delivery
of any and all deeds and other documents at any time executed or delivered
under, pursuant to, or by reason of this Agreement, and shall survive the
payment of all monies made under, pursuant to, or by reason of this Agreement,
subject to the survival time limitation provisions set forth in Paragraph 8
above.

         26.      Severability. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules, and regulations. If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected thereby but rather shall be enforced to the greatest extent permitted
by law.

         27.      Authorization. Purchaser represents to Seller that this
Agreement has been duly authorized and executed on behalf of Purchaser and
constitutes the valid and binding agreement of Purchaser, enforceable in
accordance with its terms, and all necessary action on the part of Purchaser to
authorize the transactions herein contemplated has been taken, and no further
action is necessary for such purpose. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
be in violation of Purchaser's Partnership Agreement or Partnership Certificate,
(ii) to the best of Purchaser's knowledge, conflict with or result in the breach
or violation of any law, regulation, writ, injunction or decree of any court or
governmental instrumentality applicable to Purchaser, or (iii) constitute a
breach of any evidence of indebtedness or agreement to which Purchaser is a
party or by which Purchaser is bound.

         28.      General Provisions. No failure of either party to exercise any
power given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the
parties hereto, and no representations, inducements, promises, or agreements,
oral or otherwise, between the parties not embodied herein shall be of any force
or effect. Any amendment to this Agreement shall not be binding upon the parties
hereto unless such amendment is in writing and executed by all parties hereto.
The provisions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Time is of the essence of this Agreement. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same agreement. To facilitate the execution and delivery of this Agreement,
the parties may execute and exchange counterparts of

                                       27

<PAGE>

the signature pages by facsimile, and the signature page of either party to any
counterpart may be appended to any other counterpart. The headings inserted at
the beginning of each paragraph are for convenience only, and do not add to or
subtract from the meaning of the contents of each paragraph. The exhibits
attached to this Agreement are an integral part of this Agreement and are hereby
incorporated herein by this reference. This Agreement shall be construed and
interpreted under the laws of the State of California. Except as otherwise
provided herein, all rights, powers, and privileges conferred hereunder upon the
parties shall be cumulative but not restrictive to those given by law. All
personal pronouns used in this Agreement, whether used in the masculine,
feminine, or neuter gender shall include all genders, and all references herein
to the singular shall include the plural and vice versa.

         29.      Effective Date. The "effective date" of this Agreement shall
be deemed to be the date this Agreement is fully executed by both Purchaser and
Seller and a fully executed original counterpart of this Agreement has been
received by both Purchaser and Seller.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective seals to be affixed hereunto as of the day,
month and year first above written.

                                  "SELLER":

                                  20770 MADRONA, LLC,
                                  a California limited liability company

                                  By:    /s/ Mark Schlossberg
                                         ---------------------------------------
                                  Name:  Mark Schlossberg
                                         ---------------------------------------
                                  Title: Member
                                         ---------------------------------------

                                  "PURCHASER":

                                  TRIPLE NET PROPERTIES, LLC,
                                  a Virginia limited liability company

                                  By: /s/ Anthony W. Thompson
                                      --------------------------------------
                                      Anthony W. Thompson
                                      President

                                       28