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                                                                   EXHIBIT 10.02

                        AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this 11th day of February, 2004, by
and between LAEROC PARTNERS, INC., a California corporation, the manager for
LAEROC BRUNSWIG 2000, LLC, a California limited liability company (collectively,
the "SELLER") and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company ("BUYER"), with reference to the following facts:

         A.       Seller owns certain real property located in Los Angeles
                  County, California and more specifically described in Exhibit
                  A attached hereto (the "Land"), commonly known as Brunswig
                  Square and such other assets, as the same are herein
                  described.

         B.       Seller desires to sell to Buyer and Buyer desires to purchase
                  from Seller the Land and the associated assets.

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

1.       Purchase and Sale.

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

                  1.1.1.   The Land, together with all structures, buildings,
                           improvements, machinery, fixtures, and equipment
                           affixed or attached to the Land and all easements,
                           development rights, rights of way, and other rights
                           appurtenant to the Land (all of the foregoing being
                           collectively referred to herein as the "Real
                           Property");

                  1.1.2.   All leases (the "Leases"), including associated
                           amendments, with all persons ("Tenants") leasing the
                           Real Property or any part thereof or hereafter
                           entered into in accordance with the terms hereof
                           prior to Close of Escrow, together with all security
                           and other deposits actually received and held in
                           connection with the Leases, Lease guarantees and
                           other similar credit enhancements providing
                           additional security for such Leases;

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                  1.1.3.   All tangible and intangible personal property owned
                           by Seller located on or used in connection with the
                           Real Property, including, specifically, without
                           limitation, equipment, furniture, tools and supplies,
                           any website maintained by the Seller solely in
                           connection with the Property and relating to no other
                           properties or business of Seller or its affiliates
                           and all related intangibles including Seller's
                           interest in the name "Brunswig Square" (the "Personal
                           Property");

                  1.1.4.   All service contracts, agreements, warranties and
                           guaranties relating to the operation, use or
                           maintenance of the Property (the "Contracts"); and

                  1.1.5.   To the extent transferable, all building permits,
                           certificates of occupancy and other certificates,
                           permits, licenses and approvals relating to the
                           Property (the "Permits").

2.       Purchase Price.

         The total Purchase Price of the Property shall be Twenty Three Million
         Eight Hundred Eighty Thousand and No/100 Dollars ($23,880,000)
         ("Purchase Price"), and payable as follows:

         2.1.     Deposit/Further Payments.

                  2.1.1.   Within two (2) business days following the date a
                           fully executed original of this Agreement is
                           delivered to the Escrow Holder (hereinafter defined)
                           (such delivery date hereinafter the "Effective
                           Date"), Buyer shall deposit into Escrow (hereinafter
                           defined) the amount of One Hundred Thousand and
                           No/100 Dollars ($100,000) (the "Initial Deposit"), in
                           the form of a wire transfer payable to Fidelity
                           National Title, Attn: Stephanie Barteky ("Escrow
                           Holder"). Escrow Holder shall place the Initial
                           Deposit into an interest bearing money market account
                           at a bank or other financial institution reasonably
                           satisfactory to Buyer, and interest thereon shall be
                           credited to Buyer's account and shall be deemed to be
                           part of the Initial Deposit.

                  2.1.2.   Within one (1) business day following the conclusion
                           of the Due Diligence Period (hereinafter defined),
                           and absent the termination of this Agreement pursuant
                           to Paragraph 5.2, Buyer shall deliver to Escrow
                           Holder the additional sum of Four Hundred Thousand
                           and No/100 Dollars ($400,000), (the "Second Deposit"
                           and together with the Initial Deposit, the "Deposit")
                           shall become non-refundable to Purchaser.

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                  2.1.3.   On or before Close of Escrow, Buyer shall deposit
                           with the Escrow Holder to be held in Escrow the
                           balance of the Purchase Price, in immediately
                           available funds by wire transfer made payable to
                           Escrow Holder.

                  2.1.4.   In the event that this Agreement is terminated by
                           Buyer in accordance with its terms, the Deposit shall
                           be immediately and automatically paid over to Buyer
                           without the need for any further action by either
                           party hereto.

3.       Title to Property.

         3.1.     Title Insurance.

                  Provided Buyer approves or is deemed to approve the status of
                  title to the Property as described below, Seller will, at
                  Buyer's sole expense, cause Fidelity National Title (the
                  "Title Company") to issue an Extended Coverage ALTA Owner's
                  Policy of Title Insurance (the "Title Policy") effective as of
                  the Closing Date for and on behalf of Buyer in the total
                  amount of the Purchase Price and obtainable at standard rates
                  insuring good, marketable and insurable title in and to the
                  Real Property. The Title Policy shall be free and clear of
                  exceptions except as follows:

                  3.1.1.   Real property taxes and assessments, which are a lien
                           not yet due;

                  3.1.2.   The Permitted Exceptions (hereinafter defined)
                           included in such policy and approved by Buyer as
                           herein described.

         3.2.     Procedure for Approval of Title.

                  Seller shall, no later than ten (10) business days following
                  the Effective Date, provide to Buyer a current title insurance
                  commitment and/or preliminary title report for the Real
                  Property, including legible copies of all items identified as
                  exceptions therein (the "Title Documents"). Buyer shall have
                  ten (10) business days following the later of (a) the
                  Effective Date; and (b) the receipt of the Title Documents to
                  review and approve, in writing, the condition of the title to
                  the Real Property ("Title Review Period"). If the Title
                  Documents reflect or disclose any defect, exception or other
                  matter affecting the Real Property ("Title Defects") that is
                  unacceptable to Buyer, then Buyer shall provide Seller with
                  written notice of Buyer's objections no later than the
                  conclusion of the Title Review Period; provided, however, if
                  Buyer shall fail to notify Seller in writing within the Title
                  Review Period either that the condition of title is acceptable
                  or of any

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                  specific objections to the state of title to the Real
                  Property, then Buyer shall be deemed to have objected to all
                  exceptions to title or other conditions or matters which are
                  described in the Title Documents. Seller may, at its sole
                  option, elect, by written notice given to Buyer within three
                  (3) days following the later of (a) Seller's receipt of
                  Buyer's objections to the Title Documents and (b) the
                  conclusion of the Title Review Period ("Seller's Notice
                  Period"), to cure or remove the objections made or deemed to
                  have been made by Buyer. The failure of Seller to deliver
                  written notice electing to cure any or all such objected to
                  exceptions during the Seller's Notice Period shall be deemed
                  an election by Seller not to cure such exceptions. Should
                  Seller elect to attempt to cure or remove any objection,
                  Seller shall have fifteen (15) days from the conclusion of the
                  Title Review Period or such longer period of time, not to
                  exceed sixty (60) days, as may be necessary to so cure,
                  provided Seller commences to cure within the fifteen (15) day
                  period and diligently prosecutes such cure to completion (such
                  period being referred to herein as the "Cure Period") in which
                  to accomplish the cure. In the event Seller elects (or is
                  deemed to have elected) not to cure or remove any objection,
                  then Buyer shall be entitled, as Buyer's sole and exclusive
                  remedies, either to (i) terminate this Agreement and obtain a
                  refund of the Deposit or (ii) waive any objections that Seller
                  has not elected to cure and close this transaction as
                  otherwise contemplated herein. The failure of Buyer to provide
                  written notice to Seller within ten (10) days following the
                  expiration of the Seller's Notice Period waiving any
                  objections Seller has not elected to cure shall be deemed an
                  election by Buyer to terminate this Agreement. Any exceptions
                  to title accepted by Buyer pursuant to the terms of this
                  paragraph shall be deemed "Permitted Exceptions."

4.       Due Diligence Items.

         4.1.     Seller shall, within five (5) days after the Effective Date
                  (the "Delivery Date"), deliver to Buyer each of the items
                  listed in Exhibit B (collectively, the "Due Diligence Items").

         4.2.     Estoppel Certificates.

                  Seller shall obtain and deliver to Buyer, no later than ten
                  (10) days prior to Close of Escrow, estoppel certificates from
                  all Tenants of the Real Property occupying at least five
                  thousand (5,000) rentable square feet (the "Major Tenants")
                  and (b) eighty percent (80%) of all remaining Tenants ("Minor
                  Tenants") of the Real Property (measured by square footage
                  occupied) (the "Required Percentage Minor Estoppels"),
                  substantially in the form of Exhibit D attached hereto and
                  incorporated herein by this reference. In the event Seller is
                  unable to

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                  obtain the Required Percentage Minor Estoppels despite
                  diligent efforts to do so, Seller may deliver to Buyer an
                  estoppel certificate executed by Seller substantially in the
                  form of Exhibit D attached hereto, modified as appropriate for
                  an estoppel certificate executed by Seller, covering
                  sufficient estoppels that, together with those obtained from
                  the Minor Tenants, equal the Required Percentage Minor
                  Estoppels; provided, however, Seller shall thereafter continue
                  to use diligent efforts to obtain an estoppel certificate
                  executed by any such Tenant; and provided, further, that Buyer
                  shall not be obligated to accept a seller estoppel with
                  respect to any Major Tenant. Whether executed by the Tenant or
                  by Seller, the matters certified in the estoppel certificates
                  shall be subject to Buyer's reasonable approval. Buyer shall
                  notify Seller within three (3) business days following receipt
                  of a copy of any executed estoppel certificate of Buyer's
                  approval or disapproval and the basis of such disapproval, if
                  disapproved. If (a) Buyer reasonably disapproves of any
                  estoppel certificate, and Seller is unable to deliver a
                  reasonably acceptable estoppel certificate prior to the Close
                  of Escrow, and, without such estoppel certificate Seller will
                  have failed to deliver the Required Percentage Estoppels or
                  (b) Seller is unable to deliver acceptable forms of the Major
                  Estoppels, Buyer may terminate this Agreement upon written
                  notice to Seller or waive the requirements of this paragraph
                  and proceed to Closing. If Buyer elects to terminate this
                  Agreement in accordance with the foregoing sentence, Buyer
                  shall be entitled to a refund of the Deposit without any
                  further action required by any party, and neither party shall
                  have any further obligation to the other. Seller's failure to
                  provide the Major Tenant Estoppels and/or the Required
                  Percentage Minor Estoppels shall not be deemed a breach or
                  default hereunder.

         4.2.     Subordination Agreements.

                  Seller shall use diligent efforts to obtain subordination,
                  non-disturbance and attornment agreements required by Buyer's
                  lender substantially in the form of Exhibit E attached hereto
                  ("SNDAs"); provided, however, that (a) Seller's failure to
                  obtain all or any SNDAs despite such efforts shall not be
                  deemed a breach or default hereunder and (b) the provision of
                  said SNDAs shall not be a condition to Buyer's obligations
                  hereunder and shall not give rise to any right of Buyer to
                  terminate this Agreement.

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5.       Inspections.

         5.1      Procedure; Indemnity.

                  Buyer, at its sole expense, shall have the right to conduct
                  feasibility, environmental, engineering and physical studies
                  of the Real Property at any time from and after Effective Date
                  and for a period of Thirty (30) calendar days thereafter (the
                  "Due Diligence Period"); provided, however, if the Due
                  Diligence Items are not delivered on the Delivery Date, Buyer
                  may, by written notice delivered prior to the conclusion of
                  the original Due Diligence Period, extend the Due Diligence
                  Period for a period equal to the associated delay in delivery
                  of such materials beyond the Delivery Date. Buyer and its duly
                  authorized agents or representatives shall be permitted to
                  enter upon the Real Property at all reasonable times during
                  the Due Diligence Period upon forty-eight (48) hours' written
                  notice to Seller, in order to conduct tenant interviews (but
                  only with the prior written consent of Seller in each
                  instance, which consent shall not be unreasonably withheld),
                  engineering studies, soil tests and any other inspections
                  and/or tests that Buyer may deem necessary or advisable
                  (collectively, the "Inspections"). Buyer agrees to promptly
                  discharge any liens that may be imposed against the Real
                  Property as a result of Buyer's Inspections and to defend,
                  indemnify and hold Seller and Seller's parent company and
                  their respective members, affiliates, subsidiaries, officers,
                  directors, shareholders, participants, affiliates, employees,
                  consultants, representatives, invitees, agents and contractors
                  (collectively, "Seller Parties") harmless from all claims,
                  suits, losses, costs, expenses (including without limitation
                  court costs and attorneys' fees), liabilities, judgments and
                  damages incurred by Seller as a result of any Inspections
                  performed by Buyer.

                  5.1.1    All due diligence conducted by Buyer shall be
                           undertaken by Buyer at Buyer's sole cost and expense.
                           Buyer's due diligence shall be concluded without any
                           cost or liability to Seller.

                  5.1.2    Buyer acknowledges and agrees that the Due Diligence
                           Period is an adequate time period to perform all of
                           its due diligence and obtain Due Diligence Items
                           related to the Property. Buyer covenants and agrees
                           it shall keep confidential all information relating
                           to the Property obtained by Buyer, except that Buyer
                           may disclose same to its attorneys, affiliates,
                           agents, representatives, engineers, architects,
                           consultants, lenders and investors, who shall also
                           agree to maintain such information in confidence.
                           Notwithstanding any provisions contained in this
                           Agreement to the contrary, Buyer's covenants under
                           this paragraph to keep information relating to the
                           Property confidential shall expressly survive any
                           termination of this Agreement, but shall not survive
                           the Close of Escrow (hereinafter defined).

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                  5.1.3    Buyer shall at all times conduct its due diligence in
                           compliance with applicable law and the terms of the
                           Leases, and in a manner so as to not cause any
                           material damage, loss, cost or expenses to Seller,
                           the Property or the tenants of the Property (and
                           without unreasonably interfering with or disturbing
                           any tenant at the Property), and Buyer shall promptly
                           restore the Property to its condition immediately
                           preceding such inspections and examinations and shall
                           keep the Property free and clear of any mechanic's
                           liens or materialmen's liens in connection with such
                           inspections and examinations. Any intrusive physical
                           testing (environmental, structural or otherwise) of
                           the Property (such as soil borings or the like) and
                           any inspection requiring entry into any of the
                           buildings located on the Property shall be conducted
                           by Buyer only after obtaining Seller's prior written
                           consent to such testing (including the plans for, and
                           drilling location of, all such tests which are
                           required for purposes of either a Phase II
                           environmental report or a seismic report, as
                           applicable), which consent shall not be unreasonably
                           withheld. Buyer shall use reasonable efforts to
                           schedule such tests to permit Seller or its
                           representatives, at Seller's option and expense, to
                           be present; provided, however, that Seller's or its
                           representative's presence at any such inspection
                           shall not limit in any way Buyer's liability
                           hereunder.

                  5.1.4    Buyer shall obtain, at Buyer's sole cost and expense
                           and prior to commencement of any activities on the
                           Property, a policy of commercial general liability
                           insurance covering any and all liability of Buyer and
                           Seller with respect to or arising out of any
                           investigative activities. Such policy of insurance
                           shall be kept and maintained in force during the term
                           of this Agreement and shall cover any claims or
                           damages suffered by persons or property resulting
                           from any acts or omissions of Buyer, Buyer's
                           employees, agents, contractors, suppliers,
                           consultants or other related parties. Such policy of
                           insurance shall have liability limits of not less
                           than One Million Dollars ($1,000,000) combined single
                           limit per occurrence for bodily injury, personal
                           injury and property damage liability. Such insurance
                           policy shall be an occurrence policy and shall name
                           Seller and its successors and assigns as an
                           additional insured and shall be in form and substance
                           and issued by an insurance company reasonably
                           satisfactory to Seller.

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         5.2.     Approval.

                  5.2.1    Buyer shall have until the conclusion of the Due
                           Diligence Period (as the same may be extended in
                           accordance with the terms of Paragraph 5.1 above) to
                           approve or disapprove of the Inspections and the Due
                           Diligence Items enumerated in Exhibit B. If Buyer
                           shall fail to deliver a written notice to Seller and
                           Escrow Holder within the Due Diligence Period
                           approving the condition of the Real Property this
                           Agreement shall thereupon be automatically
                           terminated, Buyer shall not be entitled to purchase
                           the Real Property, Seller shall not be obligated to
                           sell the Real Property to Buyer and the parties shall
                           be relieved of any further obligation to each other
                           with respect to the Real Property. Upon termination,
                           Escrow Holder shall, without any further action
                           required from any party, return all documents and
                           funds, including the Deposit, to the parties who
                           deposited same and no further duties shall be
                           required of Escrow Holder.

                  5.2.2    Notwithstanding anything to the contrary contained
                           herein, Buyer acknowledges that the elastomeric
                           coating on the parking deck and roof of the Property
                           is in need of replacement and that Buyer shall be
                           responsible, at its expense, for the replacement
                           and/or repair thereof and Seller shall have no
                           liability with respect thereto.

                  5.2.3    Notwithstanding anything to the contrary contained
                           herein, Buyer hereby agrees that in the event this
                           Agreement is terminated for any reason, then Buyer
                           shall promptly and at its sole expense return to
                           Seller all Due Diligence Items which have been
                           delivered by Seller to Buyer in connection with
                           Buyer's inspection of the Real Property.

6.       Escrow.

         6.1      Opening.

                  Purchase and sale of the Property shall be consummated through
                  an escrow ("Escrow") to be opened with Escrow Holder within
                  two (2) business days after the execution of this Agreement by
                  Seller and Buyer. This Agreement shall be considered as the
                  Escrow instructions between the parties, with such further
                  consistent instructions as Escrow Holder shall require in
                  order to clarify its duties and responsibilities. If Escrow
                  Holder shall require further Escrow instructions, Escrow
                  Holder may prepare such instructions on its usual form. Such
                  further instructions shall, so long as not inconsistent with
                  the terms of this Agreement, be promptly signed by Buyer and
                  Seller and returned to Escrow Holder within three (3) business
                  days of receipt thereof. In the event of any conflict between
                  the terms and

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                  conditions of this Agreement and any further Escrow
                  instructions, the terms and conditions of this Agreement shall
                  control.

         6.2      Close of Escrow.

                  Escrow shall close at a mutually agreeable date ("Close of
                  Escrow") within Fifteen (15) calendar days after the
                  expiration of the Due Diligence Period (as such period may be
                  extended pursuant to Paragraph 5.1 hereof).

         6.3      Buyer Required to Deliver.

                  Buyer shall deliver to Escrow the following:

                  6.3.1    In accordance with Paragraph 2, the Deposit;

                  6.3.2    On or before Close of Escrow, the balance of the
                           Purchase Price; provided, however that Buyer shall
                           not be required to deposit the balance of the
                           Purchase Price into Escrow until Buyer has been
                           notified by Escrow Holder that (i) Seller has
                           delivered to Escrow each of the documents and
                           instruments to be delivered by Seller in connection
                           with Buyer's purchase of the Property, (ii) Title
                           Company has committed to issue and deliver the Title
                           Policy to Buyer, and (iii) the only impediment to
                           Close of Escrow is delivery of such amount by or on
                           behalf of Buyer;

                  6.3.3    On or before Close of Escrow, such other documents as
                           Escrow Holder may require from Buyer in order to
                           issue the Title Policy;

                  6.3.4    A counterpart original of an Assignment and
                           Assumption Agreement in the form attached hereto as
                           Exhibit C (the "Assignment Agreement"), duly executed
                           by Buyer assigning all of Seller's right, title and
                           interest in and to the Leases, Contracts and Permits
                           from and after the Close of Escrow.

                  6.3.5    Duly executed counterpart originals of each of the
                           Tenant Notification Letters (as hereinafter defined);

                  6.3.6    Evidence reasonably satisfactory to Title Company,
                           Escrow Holder and Seller that all necessary
                           authorizations of the transaction provided herein
                           have been obtained by Buyer, together with such other
                           customary documents and instruments as may be
                           reasonably requested by Escrow Holder or Title
                           Company or Seller in order to consummate

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                           the transaction contemplated hereby and issue the
                           Owner's Policy; and

                  6.3.7    A Closing Statement signed or initialed by Buyer.

         6.4.     Seller Required to Deliver.

                  On or before Close of Escrow, Seller shall deliver to Escrow
                  or Buyer, as applicable, the following:

                  6.4.1.   A duly executed and acknowledged Grant Deed or
                           Warranty Deed, conveying fee title to the Real
                           Property in favor of Buyer;

                  6.4.2.   A completed Certificate of Non-Foreign Status, duly
                           executed by Seller under penalty of perjury;

                  6.4.3.   An FTB Form 590 or other evidence that withholding of
                           any portion of the Purchase Price is not required by
                           the Revenue and Taxation Code of California or any
                           other applicable jurisdiction, duly executed by
                           Seller under penalty of perjury;]

                  6.4.4.   A Bill of Sale, in the form attached hereto as
                           Exhibit F, for the Personal Property, if any, in
                           favor of Buyer and duly executed by Seller;

                  6.4.5.   Such other documents as Escrow Holder may require
                           from Seller in order to issue the Title Policy;

                  6.4.6.   Tenant's estoppel certificates as required by and
                           provided for in Paragraph 4.2 and SNDA as required by
                           and provided for in Paragraph 9.1.7;

                  6.4.7.   A counterpart original of the Assignment Agreement
                           duly executed by Seller, assigning all of Seller's
                           right, title and interest in and to the Leases,
                           Contracts and Permits to Buyer from and after the
                           Close of Escrow;

                  6.4.8.   To Buyer, all keys to all buildings and other
                           improvements located on the Real Property,
                           combinations to any safes thereon, and security
                           devices therein in Seller's possession;

                  6.4.9.   A letter from Seller substantially in the form of
                           Exhibit G attached hereto addressed to each Tenant
                           informing such Tenant of the change in ownership as
                           set forth ("Tenant Notification Letters");

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                  6.4.10.  To Buyer, the original Leases, to the extent the same
                           are in the possession of Seller; and

                  6.4.11.  To Buyer, all records and files relating to the
                           management or operation of the Real Property,
                           including, without limitation, all insurance
                           policies, all service contracts, all tenant files
                           (including correspondence), property tax bills, and
                           all calculations used to prepare statements of rental
                           increases under the Leases and statements of common
                           area charges, insurance, property taxes and other
                           charges which are paid by Tenants of the Real
                           Property, but not including any records or files
                           which Seller is not permitted to disclose.

         6.5.     Buyer's Costs.

                  Buyer shall pay the following:

                  6.5.1    One-half (1/2) of Escrow Holder's fee, costs and
                           expenses;

                  6.5.2    All document recording charges;

                  6.5.3    All Title Policy Costs in excess of the Escrow
                           Holder's premium; and

                  6.5.4    All other costs customarily borne by purchasers of
                           real property in Los Angeles County, California.

         6.6.     Seller's Costs.

                  Seller shall pay the following:

                  6.6.1.   One-half (1/2) of Escrow Holder's fees, costs and
                           expenses;

                  6.6.2.   The cost of any transfer tax;

                  6.6.3.   Escrow Holder premium for the Title Policy; and

                  6.6.4.   All other costs customarily borne by sellers of real
                           property in Los Angeles County, California.

         6.7.     Prorations.

                  6.7.1.   Real property taxes, personal property taxes,
                           assessments, rents, and CAM expenses shall be
                           prorated through Escrow between Buyer and Seller as
                           of Close of Escrow. All security deposits actually
                           received and presently held by Seller and not

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                           applied by Seller in accordance with the Leases and
                           applicable law shall be paid over to Buyer. Any
                           delinquent rents attributable to periods prior to the
                           Close of Escrow and which are collected by Buyer or
                           Seller shall be retained by or paid to Seller;
                           provided, however, that any amounts collected by
                           Buyer or Seller shall be first applied to any rents
                           then due to Buyer and, if collected by Seller,
                           remitted to Buyer for such purpose. Seller shall have
                           the right to pursue any Tenant for delinquent rent,
                           but Seller shall not intentionally cause a Tenant to
                           become financially unstable or, without the consent
                           of Buyer (which consent may not be unreasonably
                           withheld, conditioned or delayed) seek eviction of
                           the Tenant by unlawful detainer or other means. Tax
                           and assessment prorations shall be based on the
                           latest available tax bill. If after Close of Escrow
                           either party receives any further or supplemental tax
                           bill relating to any period prior to Close of Escrow,
                           the recipient shall promptly deliver a copy of such
                           tax bill to the other party, and not later than ten
                           (10) days prior to the delinquency date shown on such
                           tax bill Buyer and Seller shall deliver to the taxing
                           authority their respective shares of such tax bill,
                           prorated as of Close of Escrow. All prorations shall
                           be based on a 360-day year.

                  6.7.2.   All leasing commissions and tenant improvement costs
                           owing with respect to Leases of the Real Property
                           entered into prior to execution of the Agreement
                           (including but not limited to commissions for lease
                           renewals and expansion options) shall be paid by
                           Seller, but only to the extent that any portion of
                           same are actually due and payable prior to the Close
                           of Escrow. All leasing commissions and tenant
                           improvement costs for new Leases executed after the
                           date of this Agreement shall be prorated between
                           Buyer and Seller in accordance with their respective
                           periods of ownership during the primary term of the
                           new Lease, subject, in all events, to the prior
                           approval of said Leases by Buyer as provided in
                           Paragraph 7.3.

                  6.7.3.   Seller agrees to indemnify and hold Buyer harmless
                           from any and all liabilities, claims, demands, suits,
                           and judgments, of any kind or nature, including court
                           costs and reasonable attorney fees (except those
                           items which under the terms of this Agreement
                           specifically become the obligation of Buyer), brought
                           by third parties and based on events occurring on or
                           before the Close of Escrow and which are in any way
                           related to the Property.

                  6.7.4.   Buyer agrees to indemnify and hold Seller Parties
                           harmless of and from any and all liabilities, claims,
                           demands, suits and

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                           judgments, of any kind or nature, including court
                           costs and reasonable attorneys fees, brought by third
                           parties and based on events occurring subsequent to
                           the Close of Escrow and which are in any way related
                           to the Property.

         The provisions of this Section 6.7 shall survive the Close of Escrow.

         6.8.     Determination of Dates of Performance.

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

                  6.8.1.   The Effective Date pursuant to Paragraph 2.1.1;

                  6.8.2.   The date of receipt of the Title Documents by Buyer;

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

                  6.8.4.   The Delivery Date pursuant to Paragraph 4.1;

                  6.8.5.   The date by which the Inspections and Due Diligence
                           Items must be approved by Buyer pursuant to Paragraph
                           5.2;

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

                  6.8.7.   The date of Close of Escrow pursuant to Paragraph
                           6.2.

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

7.       Seller Representations, Warranties, and Covenants.

         7.1      Representations and Warranties.

                  As used herein, "Seller's knowledge" shall mean and be limited
                  to the actual (and not imparted, implied or constructive)
                  current knowledge of Kim Benjamin without any duty of inquiry
                  or investigation except a duty of reasonable inquiry to the
                  individual who currently acts as the property manager of the
                  Real Property. Seller hereby represents and

<PAGE>

                  warrants as of the date hereof and as of the Close of Escrow
                  by appropriate certificate to Buyer as follows:

                  7.1.1.   Seller is a limited liability company duly formed and
                           validly existing under the law of the State of
                           California. Seller has full power and authority to
                           enter into this Agreement, to perform this Agreement
                           and to consummate the transactions contemplated
                           hereby. The execution, delivery and performance of
                           this Agreement and all documents contemplated hereby
                           by Seller have been duly and validly authorized by
                           all necessary action on the part of Seller and all
                           required consents and approvals have been duly
                           obtained and will not result in a breach of any of
                           the terms or provisions of, or constitute a default
                           under, any indenture, agreement or instrument to
                           which Seller is a party or otherwise bound. This
                           Agreement is a legal, valid and binding obligation of
                           Seller, enforceable against Seller in accordance with
                           its terms, subject to the effect of applicable
                           bankruptcy, insolvency, reorganization, arrangement,
                           moratorium or other similar laws affecting the rights
                           of creditors generally.

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

                  7.1.5.   To Seller's knowledge, except as set forth on any
                           schedule of litigation delivered pursuant to
                           Paragraph 4.1.9, there are no actions, suits or
                           proceedings pending, or threatened against Seller and
                           affecting any portion of the Real Property, at law or
                           in equity, or before or by any federal, state,
                           municipal, or other governmental court, department,
                           commission, board, bureau, agency, or
                           instrumentality, domestic or foreign.

                  7.1.6.   To Seller's knowledge, Seller has not received any
                           notice of any violations of any ordinance,
                           regulation, law, or statute of any governmental
                           agency pertaining to the Real Property or any portion
                           thereof.

                  7.1.10.  To Seller's knowledge, (a) the information in the
                           Rent Roll is true, correct, and complete, (b) Seller
                           has or will pursuant to Paragraph 4 and Paragraph 7.3
                           deliver to Buyer true, accurate and complete copies
                           of all of the Leases, (c) there are no leases,
                           subleases, licenses, occupancies or tenancies in
                           effect pertaining to any portion of the Real
                           Property, (d) no persons, tenants or entities occupy
                           space in the Real Property, except as stated in the
                           Rent Roll.

<PAGE>

                  7.1.11.  To Seller's knowledge, there are no presently pending
                           or contemplated proceedings to condemn the Real
                           Property or any part of it.

                  7.1.14.  To Seller's knowledge, except for the Leases and the
                           Contracts, there are no agreements to which Seller is
                           a party or other obligations of Seller which may
                           affect the current use of the Real Property.

                  7.1.16.  To Seller's knowledge, Seller has not received any
                           written notice of violation issued pursuant to any
                           environmental law with respect to the Real Property
                           or any use or condition thereof.

                  7.1.17.  To Seller's knowledge, Seller has not released any
                           pollutant or hazardous substance of any kind onto or
                           under the Real Property that would result in the
                           violation of environmental requirements of state,
                           local or federal law including, but not limited to,
                           the Comprehensive Environmental Response Compensation
                           and Liability Act of 1880, U.S.C. 9601 et seq.

         7.2.     Indemnity; Survival.

                  The foregoing representations and warranties of Seller are
                  made by Seller as of the date hereof and again as of Close of
                  Escrow and shall survive the Close of Escrow for a period of
                  one year and shall not be merged as of the date of the Close
                  of Escrow hereunder.

                  7.2.1    Disclaimer of Representations and Warranties by
                           Seller. Notwithstanding anything contained herein to
                           the contrary, except with respect to the limited
                           representations and warranties of Seller set forth in
                           Paragraph 7.1 hereof or in the closing documents
                           delivered hereunder, it is understood and agreed that
                           Seller has not made, and is not now making, and that
                           Seller specifically disclaims, any representations,
                           warranties or guaranties of any kind or character,
                           express or implied, oral or written, past, present or
                           future, with respect to the Property, including, but
                           not limited to representations, warranties, or
                           guaranties as to:

                                    (i)      matters of title,

                                    (ii)     environmental matters relating to
                                             the Property or any portion
                                             thereof,

                                    (iii)    geological or seismic conditions,
                                             including, without limitation,
                                             subsidence,

<PAGE>

                                             earth movement, subsurface
                                             conditions, water table,
                                             underground water reservoirs,
                                             limitations regarding the
                                             withdrawal of water and earthquake
                                             faults and the resulting damage of
                                             past and/or future earthquakes,

                                    (iv)     whether, and to the extent to
                                             which, the 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,

                                    (v)      drainage,

                                    (vi)     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,

                                    (vii)    zoning to which the Property or any
                                             portion thereof may be subject or
                                             any changes thereto,

                                    (viii)   the availability of any utilities
                                             to the Property or any portion
                                             thereof including, without
                                             limitation, water, sewage, gas and
                                             electric,

                                    (ix)     usages of adjoining property,

                                    (x)      access to the Property or any
                                             portion thereof,

                                    (xi)     the value, compliance with the
                                             plans and specifications, size,
                                             location, age, use, design,
                                             quality, description, suitability,
                                             structural integrity, operation,
                                             title to, or physical or financial
                                             condition of the Property or any
                                             portion thereof,

                                    (xii)    any income, expenses, charges,
                                             liens, encumbrances, rights or
                                             claims on or affecting or
                                             pertaining to the Property or any
                                             part thereof,

<PAGE>

                                    (xiii)   the presence of "Hazardous
                                             Materials" (as defined below) or
                                             toxic mold in or on, under or in
                                             the vicinity of the Property,

                                    (xiv)    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 (including, but
                                             not limited to, Title III of the
                                             Americans With Disabilities Act (42
                                             U.S.C.A. Sections 12101 et seq.),
                                             and federal, state or common
                                             law-based actions and any private
                                             right of action under state and
                                             federal law to which its Property
                                             is or may be subject, including,
                                             but not limited to, CERCLA (42
                                             U.S.C.A. Sections 9601 et seq.) and
                                             RCRA (42 U.S.C.A. Sections 6901 et
                                             seq.)),

                                    (xv)     the existence or non-existence of
                                             any storage tanks,

                                    (xvi)    any other matter affecting the
                                             stability or integrity of the
                                             Property,

                                    (xvii)   the potential for further
                                             development of the Property,

                                    (xviii)  the existence of vested land use,
                                             zoning or building entitlements
                                             affecting the Property,

                                    (xix)    the merchantability of the Property
                                             or fitness of the Property for any
                                             particular purpose (Buyer affirming
                                             that Buyer has not relied on
                                             Seller's skill or judgment to
                                             select or furnish the Property for
                                             any particular purpose, and that
                                             Seller makes no representation or
                                             warranty that the Property is fit
                                             for any particular purpose),

                                    (xx)     tax consequences,

                                    (xxi)    the content or accuracy of any
                                             report, study, opinion or
                                             conclusion of any soils,
                                             environmental or other engineer or
                                             other

<PAGE>

                                             person or entity who has examined
                                             the Property or any aspect thereof,

                                    (xxii)   the content or accuracy of any
                                             information released to Buyer by an
                                             engineer or planner in connection
                                             with the development of the
                                             Property, or the content or
                                             accuracy of the documents and
                                             materials and any other information
                                             given to Buyer by Seller with
                                             respect to the Property. The terms
                                             and conditions of this Paragraph
                                             7.2 shall expressly survive the
                                             Closing without limitation.

                  7.2.2    Sale "AS IS". Except with respect to the limited
                           representations and warranties of Seller set forth in
                           Paragraph 7.1 hereof or in the closing documents
                           delivered hereunder:

                                    (i)      Buyer, in connection with its
                                             entering into this Agreement, has
                                             not relied upon and will not rely
                                             upon, either directly or
                                             indirectly, any covenant,
                                             representation or warranty of
                                             Seller, or any of its respective
                                             agents and Buyer acknowledges that
                                             no such covenant, representation or
                                             warranty has been made;

                                    (ii)     Buyer represents and warrants that
                                             it is a knowledgeable, experienced
                                             and sophisticated buyer of real
                                             estate and that it is relying
                                             solely on its own expertise and
                                             that of Buyer's consultants in
                                             purchasing the Property;

                                    (iii)    Buyer is, or, as of the expiration
                                             of the Due Diligence Period, will
                                             be, familiar with the Property;

                                    (iv)     Buyer is relying solely upon, and
                                             as of the expiration of the Due
                                             Diligence Period will have
                                             conducted, its own, independent
                                             inspection, investigation and
                                             analysis of the Property as it
                                             deems necessary or appropriate in
                                             so acquiring the Property from
                                             Seller, including, without
                                             limitation, an analysis of any and
                                             all matters concerning the
                                             condition of the Property and its
                                             suitability for Buyer's intended

<PAGE>

                                             purposes, and a review of all
                                             applicable laws, ordinances, rules
                                             and governmental regulations
                                             (including, but not limited to,
                                             those relative to building, zoning
                                             and land use) affecting the
                                             development, use, occupancy or
                                             enjoyment of the Property;

                                    (v)      Upon Closing, Buyer shall assume
                                             the risk that adverse matters,
                                             including, but not limited to,
                                             adverse physical (including
                                             geological) and environmental
                                             conditions, may not have been
                                             revealed by Buyer's inspections and
                                             investigations;

                                    (vi)     Buyer acknowledges and agrees that
                                             upon Closing, Seller shall sell and
                                             convey to Buyer and Buyer shall
                                             accept the Property in "AS IS,
                                             WHERE IS, WITH ALL FAULTS"
                                             condition;

                                    (vii)    Seller is not liable or bound in
                                             any manner by any oral or written
                                             statements, representations,
                                             warranties, or information
                                             pertaining to the Property
                                             furnished by any real estate
                                             broker, agent, employee, servant or
                                             other person, unless the same are
                                             specifically set forth or referred
                                             to in this Agreement; and

                                    (viii)   Buyer acknowledges that the
                                             Purchase Price reflects the "as is"
                                             nature of this sale and any faults,
                                             liabilities, defects or other
                                             adverse matters that may be
                                             associated with the Property. The
                                             terms and conditions of Paragraph
                                             7.2 shall expressly survive the
                                             Closing without limitation. Buyer
                                             has fully reviewed the disclaimers
                                             and waivers set forth in this
                                             Agreement with its counsel and
                                             understands the significance and
                                             effect thereof. Buyer acknowledges
                                             and agrees that the disclaimers and
                                             other agreements set forth in this
                                             Agreement are an integral part of
                                             this Agreement and that Seller
                                             would not have agreed to sell the
                                             Property to Buyer for the Purchase
                                             Price without this disclaimer and
                                             other agreements set forth in this
                                             Agreement.

<PAGE>

         7.3.     Covenants of Seller. Seller hereby covenants from and after
                  the Effective Date as follows:

                  7.3.1.   To maintain any building constituting an improvement
                           on the Real Property in the same physical condition
                           as it was at the date of Buyer's inspection,
                           reasonable wear and tear excepted, and to perform all
                           normal maintenance from and after the Effective Date
                           in the same fashion as prior to the Effective Date.

                  7.3.2.   To cause to be in force fire and extended coverage
                           insurance upon the Real Property, and public
                           liability insurance with respect to damage or injury
                           to persons or property occurring on the Real Property
                           in at least such amounts, and with the same
                           deductibles, as are maintained by Seller on the date
                           hereof.

                  7.3.3.   To not enter into any new lease with respect to the
                           Real Property, without Buyer's prior written consent,
                           which shall not be unreasonably withheld. Exercise of
                           a mandatory renewal option shall not be considered a
                           new lease. Further, Seller will not modify or cancel
                           any existing Lease covering space in the Real
                           Property without first obtaining the written consent
                           of Buyer which shall not be unreasonably withheld.
                           Buyer shall have five (5) business days following
                           receipt of a request for any consent pursuant to this
                           paragraph in which to approve or disapprove of any
                           new Lease or any modification or cancellation of any
                           existing Lease. Failure to respond in writing within
                           said time period shall be deemed to be consent.
                           Seller's execution of a new lease or modification or
                           cancellation of an existing Lease following Buyer's
                           reasonable refusal to consent thereto shall
                           constitute a default hereunder.

                  7.3.4.   To not sell, assign, or convey any right, title, or
                           interest whatsoever in or to the Real Property, or
                           create or permit to attach any lien, security
                           interest, easement, encumbrance, charge, or condition
                           affecting the Real Property (other than the Permitted
                           Exceptions).

                  7.3.5.   To not, without Buyer's written approval, which shall
                           not be unreasonably withheld and shall be deemed
                           granted if not specifically denied in writing within
                           five (5) days of Seller's request for such approval
                           (a) amend or waive any right under any Contract, or
                           (b) enter into any service, operating or maintenance
                           agreement affecting the Real Property that would
                           survive the Close of Escrow.
<PAGE>

                  7.3.6.   To fully and timely comply with all obligations to be
                           performed by it under the Leases and Contracts, and
                           all Permits, licenses, approvals and laws,
                           regulations and orders applicable to the Real
                           Property.

8.       Buyer Representations and Warranties.

         Buyer hereby represents and warrants to Seller as of the date hereof
         and as of the Close of Escrow by appropriate certificate that:

         Buyer is a limited liability company duly organized and validly
         existing under the laws of the Commonwealth of Virginia. Buyer has full
         power and authority to enter into this Agreement, to perform this
         Agreement and to consummate the transactions contemplated hereby. The
         execution, delivery and performance of this Agreement and all documents
         contemplated hereby by Buyer have been duly and validly authorized by
         all necessary action on the part of Buyer and all required consents and
         approvals have been duly obtained and will not result in a breach of
         any of the terms or provisions of, or constitute a default under, any
         indenture, agreement or instrument to which Buyer is a party or
         otherwise bound. This Agreement is a legal, valid and binding
         obligation of Buyer, enforceable against Buyer in accordance with its
         terms, subject to the effect of applicable bankruptcy, insolvency,
         reorganization, arrangement, moratorium or other similar laws affecting
         the rights of creditors generally.

9.       Conditions Precedent to Close of Escrow.

         9.1.     Conditions Precedent.

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

                  9.1.1.   All of the representations, warranties and agreements
                           of Seller set forth in this Agreement shall be true
                           and correct in all material respects as of the date
                           hereof and as of the Close of Escrow, and Seller
                           shall not have on or prior to the Close of Escrow,
                           failed to meet, comply with or perform in any
                           material respect any covenants or agreements on
                           Seller's part as required by the terms of this
                           Agreement.

                  9.1.2.   There shall be no material change in the matters
                           reflected in the Title Documents, and there shall not
                           exist any encumbrance or title defect affecting the
                           Real Property not described in the Title Documents
                           except for the Permitted Exceptions or matters to be
                           satisfied at the Close of Escrow.

                  9.1.3.   Unless Seller receives notice from Buyer at least
                           thirty (30)

<PAGE>

                           days prior to the Close of Escrow, effective as of
                           the Close of Escrow, any management agreement
                           affecting the Real Property shall be terminated by
                           Seller and any and all termination fees incurred as a
                           result thereof shall be the sole obligation of
                           Seller.

                  9.1.4.   Seller shall have operated the Real Property from and
                           after the date hereof in substantially the same
                           manner as prior thereto.

                  9.1.7.   Intentionally Deleted.

                  9.1.8.   If any Tenant security deposit is in a form other
                           than cash, the instrument constituting the security
                           deposit must be reissued in Buyer's name (unless the
                           same is assigned to Buyer by contract or by operation
                           of law) as of the Close of Escrow or else a cash
                           escrow equal to the amount of the security deposit
                           (to the extent not applied by Seller in accordance
                           with the Lease and applicable law) will be
                           established at the Close of Escrow.

         9.2.     Effect of Failure.

                  If Buyer notifies Seller of a failure to satisfy the
                  conditions precedent set forth in this Paragraph 9, Seller
                  may, within five (5) days after receipt of Buyer's notice,
                  agree to satisfy the condition by written notice to Buyer, and
                  Buyer shall thereupon be obligated to close the transaction
                  provided (a) Seller so satisfies such condition and (b) no
                  such right to cure shall extend the Close of Escrow more than
                  sixty (60) days. If Seller fails to agree to cure or fails to
                  cure such condition by the Close of Escrow, this Agreement
                  shall be automatically terminated, the Deposit shall be
                  returned to Buyer without any further action required from
                  either party and neither party shall have any continuing
                  obligations hereunder.

10.      Damage or Destruction Prior to Close of Escrow.

         In the event that the Real Property should be damaged by any casualty
         prior to Close of Escrow, then Seller shall promptly provide Buyer with
         written notice of such casualty. If the cost of repairing such damage,
         as estimated by an architect or contractor retained pursuant to the
         mutual agreement of the parties (the "Cost of Repairs"), is (a) equal
         to or less than Five Hundred Thousand Dollars ($500,000), the Close of
         Escrow shall proceed as scheduled and any insurance proceeds shall be
         paid over to Buyer; or (b) greater than Five Hundred Thousand Dollars
         ($500,000), then Buyer may in its discretion either (i) elect to
         terminate this Agreement, in which case the Deposit shall be returned
         to Buyer without any further action required from

<PAGE>

         either party and neither party shall have any further obligation to the
         other or (ii) proceed to Close of Escrow in which event any insurance
         proceeds, plus the cash amount of any associated deductible, shall be
         paid over to Buyer. In the event that the casualty is uninsured, the
         Buyer may terminate this Agreement unless the Buyer receives a credit
         against the Purchase Price equal to the Cost of Repairs. Any notice
         required to terminate this Agreement pursuant to this Paragraph shall
         be delivered no later than thirty (30) days following Buyer's receipt
         of Seller's notice of such casualty. The foregoing notwithstanding, in
         the event any casualty results in the cancellation of any Major
         Tenant's Lease, Buyer shall have the option to terminate this Agreement
         without regard to the Cost of Repairs. Any notice required to terminate
         this Agreement pursuant to this Paragraph shall be delivered in writing
         no later than thirty (30) days following Buyer's receipt of Seller's
         notice of such casualty.

11.      Eminent Domain.

         In the event that all or any portion of the Property is damaged or
         destroyed by any casualty or is the subject of a taking or condemnation
         under the provisions of eminent domain law after the Effective Date but
         prior to the Closing Date, Seller shall have no obligation to repair or
         replace any damage or destruction caused by the foregoing, but the
         following shall apply at the Closing: Seller shall assign to Buyer all
         claims and rights of Seller (including any and all claims and rights
         that Seller may have as an additional insured with respect to any and
         all insurance coverages obtained by Tenants pursuant to the terms of
         the Leases) respecting any condemnation or casualty insurance coverage,
         as applicable, and all condemnation proceeds or proceeds from any such
         insurance received (or to be received) by Seller on account of any
         condemnation or casualty, as applicable. Notwithstanding the foregoing,
         in the event any portion of the Property is taken pursuant to eminent
         domain proceedings, or the cost of repair of damage to the Property on
         account of a casualty shall exceed One Million Dollars ($1,000,000) in
         the aggregate, Buyer, at its option, may terminate this Agreement by
         notice to Seller, given on or before the Closing Date. In the event of
         any such termination, the obligations of the parties hereunder and
         under the Escrow shall terminate, except for Buyer's indemnity
         obligations under Paragraph 5.1 hereof. In the case of any such
         termination, Buyer and Seller shall each pay 50% of any Escrow
         cancellation fee and Seller shall pay any title cancellation fee.

12.      Notices.

         All notices, demands, or other communications of any type given by any
         party hereunder, whether required by this Agreement or in any way
         related to the transaction contracted for herein, shall be void and of
         no effect unless given in accordance with the provisions of this
         Paragraph. All notices shall be in writing and delivered to the person
         to whom the notice is directed,

<PAGE>

         either (a) in person, (b) by United States Mail, as a registered or
         certified item, return receipt requested, (c) by telecopy or (d) by a
         nationally recognized overnight delivery courier. Notices delivered by
         telecopy or overnight courier shall be deemed received on the business
         day following transmission. Notices delivered by certified or
         registered mail shall be deemed delivered three (3) days following
         posting. Notices shall be given to the following addresses:

         Seller:                        LaeRoc Partners, Inc.
                                        Attn: Peter Morgan
                                        1334 Park View Avenue, Suite 240
                                        Manhattan Beach, CA 90266
                                        Telephone: (310) 796-1484
                                        Facsimile: (310) 796-1495
                                        Email: peter@laeroc.com

         With Required Copy to:         Costell & Cornelius Law Corporation
                                        Attn: Jeffrey L. Costell, Esq.
                                        1299 Ocean Avenue, Suite 400
                                        Santa Monica, CA 90401
                                        Telephone: (310) 458-5959
                                        Facsimile: (310) 458-7959
                                        Email: aicornelius@costell-law.com

         Buyer:                         Triple Net Properties, LLC
                                        Attn: Theresa Hutton
                                        Attn: Alex Vellandi
                                        1551 N. Tustin Avenue, Suite 200
                                        Santa Ana, CA 92705
                                        Telephone: (714) 667-8252
                                        Facsimile: (714) 667-6860
                                        Email: scorea@1031nnn.com

         With Required Copy to:         Hirschler Fleischer
                                        Attn: Louis J. Rogers, Esquire
                                        701 East Byrd Street, 15th Floor
                                        Richmond, VA 23219
                                        Telephone: (804) 771-9567
                                        Facsimile: (804) 644-0957

13.      Remedies.

         13.1     LIQUIDATED DAMAGES. IF THE CLOSING AND THE CONSUMMATION OF THE
                  TRANSACTIONS HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN
                  PROVIDED SOLELY BY REASON OF A MATERIAL UNCURED DEFAULT BY
                  BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE

<PAGE>

                  IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES
                  WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY
                  AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT
                  THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER MATERIALLY
                  BREACHES THIS AGREEMENT AND SUCH BREACH REMAINS UNCURED, AND
                  AS A RESULT THEREOF BUYER FAILS TO COMPLETE THE PURCHASE OF
                  THE PROPERTY, IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE
                  REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE
                  DEPOSIT. THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED
                  DAMAGES FOR THE UNCURED MATERIAL BREACH OF THIS AGREEMENT BY
                  BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING
                  HEREIN EXPRESSLY WAIVED BY SELLER (EXCEPT FOR SELLER'S RIGHT
                  TO ENFORCE BUYER'S INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH
                  5.1 HEREOF). UPON SUCH A MATERIAL UNCURED BREACH AND FAILURE
                  TO CLOSE BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND
                  (EXCEPT FOR BUYER'S OBLIGATIONS UNDER PARAGRAPH 5.1 HEREOF) NO
                  PARTY HEREUNDER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
                  HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER
                  TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW
                  HOLDER. 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 SECTIONS 3275 OR
                  3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO
                  SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676
                  AND 1677.

                  /s/ AWT
                  ---------------------   ------------------------------
                  Buyer's Initials        Seller's Initials

         13.2     BUYER'S REMEDIES. IF THE CLOSING SHALL FAIL TO OCCUR BY REASON
                  OF A MATERIAL UNCURED DEFAULT OF SELLER'S OBLIGATIONS
                  HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS SOLE REMEDY FOR
                  SUCH DEFAULT, (i) TO THE RETURN OF THE DEPOSIT AND TO ITS
                  REASONABLE AND ACTUAL OUT-OF-POCKET DUE DILIGNECE EXPENSES
                  INCURRED IN CONNECTION WITH THIS AGREEMENT, OR (ii) TO SEEK
                  SPECIFIC PERFORMANCE OF THIS AGREEMENT, IN WHICH CASE, BUYER
                  SHALL HAVE NO RIGHT TO RECEIVE ANY INCIDENTAL OR ANY OTHER
                  TYPE OF DAMAGES A COURT COULD AWARD IN A SPECIFIC PERFORMANCE
                  ACTION AND NO RIGHT TO AN ACCOUNTING. BUYER SHALL NOT BE
                  ENTITLED TO RECORD A LIS PENDENS AGAINST THE PROPERTY OTHER

<PAGE>

                  THAN IN CONNECTION WITH SUCH SPECIFIC PERFORMANCE ACTION. IN
                  CONNECTION WITH ANY POST-TERMINATION REMEDY WHICH BUYER MAY
                  HAVE AGAINST SELLER UNDER SUBPART (i) HEREOF, SUCH REMEDY
                  SHALL NOT EXCEED $200,000 INCLUDING ATTORNEYS' FEES AND
                  DISBURSEMENTS AND OTHER COLLECTION COSTS. IN NO EVENT SHALL
                  SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES.
                  IF, FOLLOWING THE CLOSING, SELLER SHALL BE DEEMED TO HAVE
                  BREACHED ANY OBLIGATION, REPRESENTATION OR WARRANTY OF SELLER
                  HEREUNDER, THEN BUYER, AS ITS SOLE REMEDY, MAY FILE SUIT FOR
                  DAMAGES, BUT WAIVES THE RIGHT TO ANY DAMAGES IN EXCESS OF
                  $500,000.

                                          /s/ AWT
                  ---------------------   --------------------------------
                  Seller's Initials       Buyer's Initials

         13.3     In the event this Agreement is terminated due to the default
                  of Buyer hereunder, Buyer shall, in addition, deliver to
                  Seller, at no cost to Seller, the Due Diligence Items.

14.      Assignment.

         Buyer may assign any or all of its rights and obligations under this
         Agreement to any one or more persons or entities upon notice to Seller;
         provided however, that absent the express agreement of Seller, no such
         assignment shall release Buyer from its liabilities hereunder.

15.      Interpretation and Applicable Law.

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

16.      Amendment.

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

17.      Attorneys' Fees.

         In the event it becomes necessary for either party to file a suit to
         enforce this Agreement or any provisions contained herein, the
         prevailing party shall be

<PAGE>

         entitled to recover, in addition to all other remedies or damages,
         reasonable attorneys' fees and costs of court incurred in such suit.

18.      Entire Agreement: Survival.

         This Agreement (and the items to be furnished in accordance herewith)
         constitutes the entire agreement between the parties pertaining to the
         subject matter hereof and supersedes all prior and contemporaneous
         agreements and understandings of the parties in connection therewith.
         No representation, warranty, covenant, agreement, or condition not
         expressed in this Agreement shall be binding upon the parties hereto
         nor shall affect or be effective to interpret, change, or restrict the
         provisions of this Agreement. The obligations of the parties hereunder
         and all other provisions of this Agreement shall survive the Close of
         Escrow or earlier termination of this Agreement, except as expressly
         limited herein.

19.      Counterparts.

         This Agreement may be executed in any number of counterparts, all of
         which when taken together shall constitute the entire agreement of the
         parties.

20.      Acceptance.

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

21.      Real Estate Commission.

         Seller and Buyer each represent and warrant to the other that neither
         Seller nor Buyer has contacted or entered into any agreement with any
         real estate broker, agent, finder or any other party in connection with
         this transaction, and that neither party has taken any action which
         would result in any real estate broker's, finder's or other fees or
         commissions being due and payable to any party with respect to the
         transaction contemplated hereby, except that Seller has contracted with
         Nick Brighton of Velocity Investment Sales as its broker and will pay a
         commission of 1 % of the Purchase Price to said broker if, but only if,
         the Close of Escrow occurs pursuant to this Agreement. Such commission
         shall be payable upon the Close of Escrow from the proceeds of the
         Purchase Price deposited by Buyer. Each party hereby indemnifies and
         agrees to hold the other party harmless from any loss, liability,
         damage, cost, or expense (including reasonable attorneys' fees)
         resulting to the other party by reason of a breach of the
         representation and warranty made by such party in this Paragraph.

<PAGE>

22.      Cooperation with S-X 3-14 Audit.

         The Seller acknowledges that Buyer intends to assign all of its rights,
         title and interest in and to this Agreement. The assignee may be a
         publicly registered company ("Registered Company") promoted by the
         Buyer. The Seller acknowledges that it has been advised that if the
         purchaser is a Registered Company, the assignee is required to make
         certain filings with the Securities and Exchange Commission (the "SEC
         Filings") that related to the most recent pre-acquisition fiscal year
         (the "Audited Year") for the Property. To assist the assignee in
         preparing the SEC Filings, the Seller agrees to provide the assignee
         with the following, to the extent available and provided that Buyer
         shall be solely responsible for any and all of Seller's costs
         associated with providing same:

                  Access to bank statements for the Audited year;

                  Rent Roll as of the end of the Audited Year;

                  Operating Statements for the Audited Year;

                  Access to the general ledger for the Audited Year;

                  Cash receipts schedule for each month in the Audited Year;

                  Access to invoice for expenses and capital improvements in the
                  Audited Year;

                  Copies of all insurance documentation for the Audited Year;

                  Copies of accounts receivable aging as of the end of the
                  Audited Year and an explanation for all accounts over 30 days
                  past due as of the end of the Audited Year, and

                  Signed representation letter at the end of the field work.

         The provisions of this Paragraph 22 shall survive the Close of Escrow
         for a period of one (1) year.

         THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

<PAGE>

                    SIGNATURE PAGE FOR AGREEMENT FOR PURCHASE
                AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS

"SELLER"

LAEROC BRUNSWIG 2000, LLC,
a California limited liability company

By:  Laeroc Partners, Inc.
     a California corporation
Its: Manager

By:  /s/ Kim Benjamin
     --------------------------
     Kim Benjamin
Its: President

EXECUTED on this 13 day of February, 2004

"BUYER"

TRIPLE NET PROPERTIES, LLC,
a Virginia limited liability company

By:  /s/ Antiony W. Thompson
     --------------------------
     Antiony W. Thompson
Its: President

EXECUTED on this 12 day of February, 2004