EXHIBIT 10.17  Real Estate Sales Contract  This Real Estate
Sales Contract (“Contract”) is between Seller and Buyer as identified
below and is effective as of January 14, 2011 (“Effective Date”). Buyer
must deliver the Earnest Money to Title Company and obtain Title Company’s
manual signature before the Earnest Money Deadline provided in Section A.1. for
this Contract to be effective. If the Earnest Money is paid by check and
payment on presentation is refused, Buyer is in default.


|Seller:             | AmREIT Lake Houston, L.P., a Texas
  limited partnership                                                                                                                                                                                                                                                                                                                                                   
|------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    | Attn: Tenel Tayar                                                                                                                                                                                                                                                                                                                                                                                          
|                    | 8 Greenway Plaza, Suite 1000                                                                                                                                                                                                                                                                                                                                                                               
|                    | Houston, Texas 77046                                                                                                                                                                                                                                                                                                                                                                                       
|                    | Telephone:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | Facsimile:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | E-mail:                                                                                                                                                                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                                                            
|Buyer:              | AmREIT
  Realty Investment Corporation, a Texas corporation,or permitted
  assigns                                                                                                                                                                                                                                                                                                                         
|                    | Attn: Tim Ng                                                                                                                                                                                                                                                                                                                                                                                               
|                    | 8 Greenway Plaza, Suite 1000                                                                                                                                                                                                                                                                                                                                                                               
|                    | Houston, Texas 77046                                                                                                                                                                                                                                                                                                                                                                                       
|                    | Telephone:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | Facsimile:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | E-mail:                                                                                                                                                                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                                                            
|Buyer’s
  Attorney:
|                    | Bass, Berry & Sims PLC                                                                                                                                                                                                                                                                                                                                                                                     
|                    | Attn:  T. Gaillard Uhlhorn, V                                                                                                                                                                                                                                                                                                                                                                              
|                    | 100 Peabody Place, Suite 900                                                                                                                                                                                                                                                                                                                                                                               
|                    | Memphis, TN 38103                                                                                                                                                                                                                                                                                                                                                                                          
|                    | Telephone:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | Facsimile:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | E-mail:                                                                                                                                                                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                                                            
|Property:           | The land consisting of 13.856 acres,
  more or less, located at 7405 FM 1960 Road East Atascocita, TX 77346, and
  more fully described onExhibit Aattached hereto (“Land”),
  together with all improvements on the Land (“Improvements”), and all
  rights, easements and appurtenances pertaining thereto, andall leases affecting the Property and any amendments
  thereto(collectively,the “Leases”).
|                    |                                                                                                                                                                                                                                                                                                                                                                                                            
|Title Company:      | Fidelity National Title Company                                                                                                                                                                                                                                                                                                                                                                            
|                    | Attn: Sam Smith                                                                                                                                                                                                                                                                                                                                                                                            
|                    | 1900 West Loop South, Suite 760                                                                                                                                                                                                                                                                                                                                                                            
|                    | Houston, Texas 77027                                                                                                                                                                                                                                                                                                                                                                                       
|                    | Telephone:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | Facsimile:                                                                                                                                                                                                                                                                                                                                                                                                 
|                    | E-mail:                                                                                                                                                                                                                                                                                                                                                                                                    

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Purchase Price:The Purchase
Price shall be determined as follows:  Within five (5) days after the Effective Date, each party, at its sole cost, shall appoint a real
estate appraiser with at least five (5) years full-time commercial appraisal
experience and who is a member of the Appraisal Institute (MAI designation) to
determine the fair market value of the Property.  The appraisers shall each
conduct an independent appraisal of the Property to be completed no later than
twenty (20) days after the two appraisers are appointed.  If the two appraised
values are within ten percent (5%) of each other, the Purchase Price shall be
the median of the two appraisals.  If the two appraisals are more than five
percent (5%) apart, a third appraiser meeting the qualifications stated above
shall be appointed by the two existing appraisers with in two (2) days after
the last day the two appraisers are given to complete their appraisals.   Each
of the parties shall bear one-half (1/2) of the cost of appointing the third
appraiser and of paying the third appraiser’s fee.  The third appraiser,
however selected, shall be a person who has not previously acted in any
capacity for either party within the previous twelve months.  Within twenty 
(10) days after its selection, the third appraiser shall complete its appraisal
of the Property.  Upon completion of the third appraisal, if the low appraisal
and/or the high appraisal are/is more than five percent (5%) lower and/or
higher than the middle appraisal, the low appraisal and/or the high appraisal
shall be disregarded.  If only one appraisal is disregarded, the remaining two
(2) appraisals shall be added together and their total divided by two (2), with
the resulting quotient being the fair market value.  If both the low appraisal
and the high appraisal are disregarded as stated above, the middle appraisal
shall be the fair market value.  The “Purchase Price” shall be the fair market
value plus the Buyer’s costs associated with the Closing as set forth herein.  At the Closing,
the Purchase Price shall be paid as follows:  (i) Buyer’s assumption of the
balance on the mortgage loan from Morgan Stanley Mortgage Capital Inc. (the “Existing
Debt”) affecting the Property (the amount outstanding on such loan being
herein called the “Mortgage Amount”) and (ii) the balance of the
Purchase Price, subject to the adjustments and prorations required by this
Agreement, in cash at Closing by wire transfer of immediately available funds (“Cash
Proceeds”). The final Mortgage Amount for the Closing Date must be
available by the end of the Inspection Period.  At Closing, Seller shall assign
to Buyer (if and to the extent assignable) and receive a credit for the then
current balances held in escrow for taxes, insurance, replacement reserves,
operating deficits, working capital reserves and all other escrow/reserves
related to the Existing Debt.  Earnest Money:$25,000.00 as a
condition for this Contract to be effective.  A.            Certain Matters Regarding Existing
Debt.Seller and Buyer acknowledge that the holder of the Existing Debt has rights to
approve a transfer of the Property.  Buyer shall use its commercially
reasonable good faith efforts to obtain the consent of the holder of the
Existing Debt to the sale of the Property to Buyer and to Buyer’s assumption of
the Existing Debt.  Seller will cooperate and assist Buyer in connection with
the assumption of the Existing Debt, including, without limitation, supplying
such documents or information, or taking such other actions reasonably
requested by Buyer and/or the holder of the Existing Debt and agrees to execute
such loan assumption documentation as may be required by the holder of the
Existing Debt.  Seller and Buyer shall pay each pay 50% of all assumption fees,
release fees, expenses, charges and escrow contributions required in connection
with the assumption of the Existing Debt.  Buyer’s
obligations to complete the purchase contemplated herein shall be conditioned
upon Buyer having obtained, at or prior to Closing, consent from the holder of
the Existing Debt to the transfer of the Property to Buyer upon terms and
conditions acceptable to Buyer in its sole discretion (“Lender Consent”);
provided such loan assumption documents shall not require any change in
interest rate or payment terms and not require any additional collateral or the
making by Buyer of any guaranties or indemnities (other than presently existing
as a part of the Existing Debt).  In the event such condition fails, this
Agreement shall terminate, the Earnest Money shall be refunded to Buyer and
neither party hereto shall have any further rights, duties or obligations one
to the other hereunder except as expressly set forth herein to the contrary.  Seller’s
obligation to complete the sale contemplated herein shall be conditioned upon
Seller having received, at or prior to Closing, an instrument in form and
substance reasonably satisfactory to Seller executed by each holder of the
Existing Debt whereby such holder releases Seller (and any other entity or
person affiliated with Seller) from any and all obligations with respect to the
Existing Debt first arising or related to periods after the Closing Date except
those that would survive payment in full of the Existing Debt.  In the event
such condition fails and Seller does not elect to waive the same at or prior to
Closing (Seller shall have the right to so waive the condition set forth in
this paragraph by written notice to Buyer to such effect), this Agreement shall
terminate, the Earnest Money shall be refunded to Buyer and neither party
hereto shall have any further rights, duties or obligations one to the other
hereunder except as expressly set forth herein to the contrary.    2


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B.            Deadlines and Other Dates.All deadlines in
this Contract expire at 5:00p.m.local time where the Land is located. If a deadline falls on a Saturday,
Sunday, or national holiday, the deadline will be extended to the next day that
is not a Saturday, Sunday, or national holiday. A national holiday is a holiday
designated by the federal government.  For purposes of this Contract, “business
day” shall mean any day other than (i) a Saturday or Sunday or (ii) a national
holiday.  Time is of the essence of this Contract.  1.
 Earnest Money Deadline:  Upon execution of this
  Contract by Buyer and delivery of same to the Title Company within two (2)
  business days.2.
 Delivery of
  Seller’s Records:  within three (3) days after the Effective Date.3.
 Delivery of
  Title Commitment:  within three (3) days after the Effective Date.4.
 Delivery of
  existing Seller survey, if any:  within three (3) days after the Effective
  Date.5.
 Delivery of
  Title Objections:  within ten (10) days after Buyer’s receipt of the Title
  Commitment, Survey, and legible copies of the instruments referenced in them.6.
 End of
  Inspection Period:  one (1) day prior to the Closing Date.7.
 Closing Date: 
  on or before February 28, 2011, or such other date mutually agreed upon by
  Buyer and Seller.C.
 Closing Documents.1.
 At Closing, Seller
  will deliver the following items:a.
 Special Warranty Deed, substantially
  in the form attached hereto asExhibit Bsubject only to the following
  (collectively, the “Permitted Exceptions”): (i) all taxes and
  assessments not yet due and payable, (ii) all existing zoning laws and
  ordinances, (iii) all exceptions arising as a result of any act or omission,
  or any other matter or thing done, suffered or permitted by Buyer, its
  employees, agents, consultants and contractors or any party claiming by,
  through or under any of them, (iv) all existing utility lines and facilities
  on, under or above the Land, (v) rights of the public in and to any portion
  of the Land located within any right-of-way for roads or other public
  purposes, (vi) all title and survey matters that Buyer approves or waives, is
  deemed to have approved or waived, pursuant to Section G.5. below (provided
  further, however, the foregoing shall not be deemed to limit Buyer’s rights
  pursuant to Section G.5. below), and (vii) the Leases and any recorded
  memorandums of lease pertaining to the Leases;b.
 Assignment and Assumption Agreement
  substantially in the form attached hereto asExhibit C;c.
 General Assignment And Bill Of Sale
  substantially in the form attached hereto asExhibit D;d.
 IRS Non-Foreign Person Affidavit;e.
 An owner’s affidavit, in form
  reasonably required by the Title Company, concerning mechanics’ liens,
  parties in possession and similar matters;f.
 a letter to each tenant under the
  Leases in the form reasonably requested by Buyer;g.
 An rent roll dated within two (2)
  business days of the Closing Date certified by Seller to be true and correct
  in all material respects as of the date thereof;h.
 only to the extent obligated to
  provide the same pursuant to Section O.13,  such other documents or
  instrument as necessary to effectuate a like-kind exchange of property under
  Section 1031 of the Internal RevenueCode;i.
 Evidence of Seller’s authority to
  close this transaction; andj.
 Notices, statements, certificates, or
  other documents required by this Contract, the Title Company, holder of the
  Existing Debt or applicable law necessary or required to close the sale of
  the Property and assumption of the Existing Debt.
   3


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2.
 At Closing, Buyer will deliver the
  following items:a.
 Executed counterpart of an Assignment
  and Assumption Agreement substantially in the form attached hereto asExhibit
  C;b.
 The Cash Proceeds;c.
 Evidence of Buyer’s authority to
  consummate this transaction; andd.
 Notices, statements, certificates, or
  other documents required by this , the Title Company, holder of the Existing
  Debt or applicable law necessary or required to close the sale of the
  Property and assumption of the Existing Debt.
  The documents listed in this Section B
are collectively referred to as the “Closing Documents.”  D.            Exhibits.The
following exhibits are attached to and are a part of this Contract:  Exhibit A:              Description of
the Land Exhibit B:              Form of Special
Warranty Deed Exhibit C:              Form of
Assignment and Assumption Agreement Exhibit D:              General
Assignment And Bill Of Sale  E.            Purchase
 and Sale of Property.Seller agrees to sell and transfer the Property to
Buyer, and Buyer agrees to buy and pay Seller for the Property. The promises by
Buyer and Seller stated in this Contract are the consideration for the
formation of this Contract.  F.            Earnest
Money.For
the purpose of securing the performance of Buyer under the terms and provisions
of this Contract and as a condition precedent to Seller’s obligations
hereunder, Buyer shall deliver, prior to the deadline stated in Section B.1,
the Earnest Money (the “EarnestMoney”) to the Title Company in
cash or current funds.  For purposes of this Contract, “current funds”
shall mean wire transfers, certified funds or cashier’s checks in a form
acceptable to the Title Company, which would permit the Title Company to
immediately disburse such funds.  If the sale of the Property contemplated
herein is consummated in accordance with the terms hereof, the Earnest Money
shall be applied against the Purchase Price.  Upon expiration
of the Inspection Period, the Earnest Money shall be deemed non-refundable to
Buyer except in the event of Seller’s default.  Buyer may direct Title Company to invest
the Earnest Money in an interest-bearing account in a federally insured
financial institution by giving notice to Title Company and satisfying Title
Company’s requirements for investing the Earnest Money in an interest-bearing
account. Any interest earned on the Earnest Money will be paid to the Buyer,
and Buyer shall pay all investment fees or charges, if any, associated with the
Earnest Money.  G.            Title
 and Survey.  1.Review of Title.Reserved.  2.Title Commitment;
Title Policy.“Title Commitment” means a Commitment for Issuance of
an Owner Policy of Title Insurance by Title Company in an amount equal to the
Purchase Price, stating the condition of title to the Land. “Title Policy”
means an Owner Policy of Title Insurance issued by Title Company in conformity
with the last Title Commitment delivered to and approved by Buyer, subject to
the terms and conditions of Section G.5. below.  3.Survey.Buyer, at Seller’s
sole cost and expense, may order an update of Seller’s survey (the “Survey”).
Seller and Buyer hereby agree as follows with respect to the Survey: (a) that
the Survey shall be certified to Seller, Buyer, Title Company and such other
parties as Buyer shall designate, and (b) that a copy of such Survey shall be
promptly delivered to Seller, at no cost to Seller. Seller and Buyer agree that
any objectionable matters appearing in or omitted from the Survey shall be
subject to the Title Objection Deadline and Title Objections provisions and requirements
set forth in Section G.5 hereof.  4.Delivery of Title
Commitment and Legible Copies.Buyer will order the Title Commitment
from the Title Company for delivery to Buyer by the deadline set forth in
Section B.3 above, or as soon as is reasonably practical given the Title
Company’s current practices, procedures and customs.   4


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5.Title
Objections.Buyer has until thirty (30) days after the Effective Date (“Title
Objection Deadline”) to review the Seller’s survey and the Survey, if any,
Title Commitment and legible copies of the title instruments referenced in them
and notify Seller of Buyer’s objections to any of them (“Title Objections”).
Buyer will be deemed to have approved all matters reflected by the Seller
survey and/or Survey, if applicable, as the case may be, and Title Commitment
to which Buyer has made no Title Objection by the Title Objection Deadline. The
matters that Buyer either approves or is deemed to have approved, or waives or
is deemed to have waived, shall be considered “Permitted Exceptions”
hereunder.  If Buyer notifies Seller of any Title Objections, Seller has five
(5) days from receipt of Buyer’s notice to notify Buyer whether Seller will
attempt to cure the Title Objections prior to Closing (“Cure Notice”).
If Seller does not timely give its Cure Notice or timely gives its Cure Notice
but does not agree to attempt to cure any or all the Title Objections before Closing,
Buyer may, within five (5) days after the deadline for the giving of Seller’s
Cure Notice, notify Seller that either this Contract is terminated or that
Buyer will waive its objections hereunder and proceed to close in accordance
with the terms of this Contract; failing which, Buyer shall be deemed to have
waived its objections hereunder.  Further, if Seller notifies Buyer that Seller
intends to attempt to cure the Title Objections before Closing but fails to
cure such Title Objections in a timely manner, then Buyer shall be entitled to
exercise its rights set forth in the preceding sentence as its exclusive remedy,
provided such right is exercised prior to the Closing Date. Notwithstanding the
foregoing, if the Title Objections relate solely to Removable Monetary Liens
(as hereinafter defined) then, in addition to the Buyer’s rights set forth
above, Buyer shall have the option to take title to the Property despite the
existence of such matter, and remove such objectionable matter and reduce the
Purchase Price in accordance with the amount of money expended in pursuance of
such matter (provided that the right to cure matters in accordance with this
sentence shall be limited solely to Removable Monetary Liens). For purposes of
this Contract, “Removable Monetary Liens” shall mean all liens and encumbrances,
which are (i) definite and ascertainable, (ii) can be satisfied by payment of
money, and (iii) represent (a) mortgage or other indebtedness of record, other
than related to the Existing Debt, and (b) liens or encumbrances suffered or
permitted by Seller or any party claiming by, through or under Seller;
provided, however, that any third party claim (i.e. mechanics’ or materialmens’
liens) provided in item (b) above may be removed from the Title Policy by
Seller by bond, indemnity or otherwise to Buyer’s reasonable satisfaction and,
upon which, there shall be no reduction in the Purchase Price with respect to
such claim.  H.            Inspection
Period.  1.Review of Seller’s
Records.Prior to the deadline stated in Section B.2, Seller will allow
Buyer to review all of Seller’s records related to the Property at Seller’s
offices or the Property (collectively, the “Seller’s Records”).  2.Entry onto the
Property.Buyer may enter the Land before Closing to inspect it, subject to
the following terms and provisions:  a.             Buyer may not
unreasonably interfere with existing operations or occupants of the Land and
any improvements located thereon; b.             If the Land and any
improvements located thereon are altered because of Buyer’s inspections, Buyer
must return the Land and any improvements located thereon to its pre-inspection
condition promptly after the alteration occurs;provided Buyer shall have no liability to Seller for pre-existing
conditions upon the Property; c.             Buyer must abide by any
other reasonable entry rules imposed by Seller. d.             Buyer’s right to enter
the Property is subject to the existing tenant’s rights. e.             All of Buyer’s inspections
shall be made at Buyer’s sole cost and expense, and Buyer agrees to keep the
Land free of any liens as a result thereof.  3.Buyer’s Right to
Terminate.Buyer shall have until the end of the
Inspection Period (i) to inspect the Property, (ii) to conduct such tests and
feasibility studies of the Property, as Buyer deems advisable and (iii) to
obtain internal approval for the transaction contemplated hereby.  If Buyer is
not satisfied with such reviews, tests or studies, or with any other matter
relating to the Property, or for any reason whatsoever, Buyer may terminate
this Contract by giving written notice of termination to Seller at any time
prior to the expiration of the Inspection Period.    Upon such termination, the
Earnest Money and any interest accrued thereon shall be returned to Buyer,less
the sum of $100.00 which the Title Company shall pay to Seller as independent
consideration for Buyer’s right to terminate under this Section H.3,and neither party shall have any further rights or
obligations one to the other, except for the indemnity set forth in Section H.4
hereof and any other obligation expressly surviving the termination of this
Contract. If Buyer does not terminate this Contract prior to the expiration of
the Inspection Period as provided herein, Buyer shall be deemed to have
accepted and approved the condition of the Property subject to the terms
hereof.   5


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4.Buyer’s
Indemnity and Release of Seller.  a.Indemnity.Buyer will indemnify, defend, and hold Seller harmless from any loss, attorney’s
fees, expenses, or claims arising out of Buyer’s entry onto the Land or Buyer’s
investigation of the Property, except for repair or remediation of existing
conditions discovered by Buyer’s inspection not caused by Buyer’s inspection
activities.  b.Release.Buyer releases Seller and those persons acting on Seller’s behalf from all
claims and causes of action (including claims for attorney’s fees and court and
other costs) resulting from Buyer’s investigation of the Property.  The
indemnity and release provisions set forth in this Section H.4. shall survive
the Closing or termination of this Contract for any reason.  I.             AS-IS, WHERE IS.SELLER
AND BUYER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PROPERTY IS BEING SOLD ON AN
“AS IS,WHERE IS” BASIS AND WITH ALL FAULTS OF ANY KIND OR NATURE, AND WITHOUT
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW, EXCEPT AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY. 
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN CONNECTION WITH THE SALE
OF THE PROPERTY TO BUYER, SELLER AND SELLER’S OFFICERS, AGENTS, DIRECTORS,
EMPLOYEES, ATTORNEYS, CONTRACTORS AND AFFILIATES (“SELLER’S RELATED PARTIES”)
HAVE MADE NO, AND SPECIFICALLY DISCLAIM, AND BUYER HEREBY ACCEPTS AND ACKNOWLEGES
THAT SELLER AND SELLER’S RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL
REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW OR OTHERWISE (EXCEPT AS EXPRESSLY SET FORTH HEREIN TO THE
CONTRARY), OF OR RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, OF OR
RELATING TO (i) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS
OR CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY,
TENANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC OR A PARTICULAR PURPOSE, OR
GOOD AND WORKMANLIKE CONSTRUCTION, (ii) THE NATURE, MANNER, CONSTRUCTION,
CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE
PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE
OR APPARENT, (iii) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR
ENGINEERING OF THE PROPERTY, (iv) THE ENVIRONMENTAL CONDITION OF THE PROPERTY
AND THE PRESENCE OR ABSENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS, OR THE
COMPLIANCE OF THE PROPERTY WITH STATUTES, ORDINANCES, REGULATIONS OR LAWS
PERTAINING TO HEALTH, SAFETY OR THE ENVIRONMENT, AND (v) THE SOIL CONDITIONS,
DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN,
ON, OR UNDER THE PROPERTY.  UPON CLOSING, THE BUYER HEREBY EXPRESSLY ASSUMES
ALL RISKS, LIABILITIES, CLAIMS, DAMAGES, AND COSTS (AND AGREES THAT SELLER AND
SELLER’S RELATED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT,
CONSEQUENTIAL, OR OTHER DAMAGES OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN) RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP, USE, CONDITION,
LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE SUBJECT PROPERTY.  UPON AND
SUBSEQUENT TO CLOSING, BUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY
WHICH BUYER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE SHALL BE AT BUYER’S SOLE
EXPENSE.  UPON CLOSING, BUYER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY
APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW THAT BUYER
MIGHT OTHERWISE HAVE AGAINST SELLER OR SELLER’S RELATED PARTIES RELATING TO THE
USE, CHARACTERISTICS OR CONDITION OF THE SUBJECT PROPERTY. Buyer acknowledges that Seller would have
required a substantially higher Purchase Price if warranties or representations
were required, other than as contained herein, and that the consideration paid
as represented by the Purchase Price reflects the value of the Property
without  any representations or warranties except as contained in this
Contract. J.             Condition
of the Property until Closing; Cooperation; No Recording of Contract.  1.Maintenance and
Operation.Until Closing, Seller shall (a) maintain the Property as
it existed on the Effective Date, except for reasonable wear and tear and
casualty damage; (b) operate the Property in the same manner as it was operated
on the Effective Date; and (c) comply with all contracts and governmental
regulations affecting the Property.  Until the end of the Inspection Period,
Seller will not enter into, amend, or terminate any contract that affects the
Property other than in the ordinary course of operating the Property and will
promptly give notice to Buyer of each new, amended, or terminated contract,
including a copy of the contract, in sufficient time so that Buyer may consider
the new information before the end of the Inspection Period. If Seller’s notice
is given within three (3) days before the end of the Inspection Period, the
Inspection Period will be extended for three (3) days. After the end of the
Inspection Period, Buyer may terminate this contract if Seller enters into,
amends, or terminates any contract that materially and adversely affects the
Property without first obtaining Buyer’s written consent.  Seller shall
promptly notify Buyer in writing of any material default by any party under any
Lease that occurs after the Effective Date.   6


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2.Casualty
Damage.Seller will notify Buyer promptly after discovery of any casualty
damage to the Property. Seller will have no obligation to repair or replace the
Property if it is damaged by casualty before Closing. Buyer may terminate this
Contract if the casualty damage is material, by giving notice to Seller within
fifteen (15) days after receipt of Seller’s notice of the casualty (or before Closing
if Seller’s notice of the casualty is received less than fifteen days before Closing).
The casualty damage is material if the estimated amount of the damage per
Seller’s reasonable estimates exceeds five percent (5%) of the Purchase Price.
If Buyer does not terminate this Contract, Seller will (a) convey the Property
to Buyer in its damaged condition, (b) assign to Buyer all of Seller’s rights
under any property insurance policies covering the Property, if any, and (c)
pay to Buyer the amount of the deductibles and coinsurance provisions under any
insurance policies covering the Property, but not in excess of the cost to
repair the casualty damage and less any amounts previously paid by Seller to
repair the Property.  3.Condemnation.Seller will notify Buyer promptly after Seller receives notice that any part of
the Property has been or is threatened to be condemned or otherwise taken by a
governmental or quasi-governmental authority. Buyer may terminate this Contract
in its sole discretion by giving notice to Seller within fifteen (15) days
after receipt of Seller’s notice to Buyer (or before Closing if Seller’s notice
is received less than fifteen days before Closing). If Buyer does not terminate
this Contract, (a) Buyer and Seller will each have the right to appear and
defend their respective interests in the Property in the condemnation
proceedings, (b) any award in condemnation due Seller will be assigned to
Buyer, and (c) if the taking occurs before Closing, the description of the
Property will be revised to delete the portion taken.  4.Claims; Hearings.Seller will notify Buyer promptly of any claim or administrative hearing that
is threatened in writing, filed, or initiated before Closing that affects the
Property.  5.Cooperation.Seller will cooperate with Buyer (a) before and after Closing, to transfer the
applications, permits, and licenses held by Seller and used in the operation of
the Property and to obtain any consents necessary for Buyer to operate the
Property after Closing and (b) before Closing, with any reasonable evaluation,
inspection, audit, or study of the Property prepared by, for, or at the request
of Buyer, all at no cost to Seller.  6.No Recording.Buyer
may not file this Contract or any memorandum or notice of this Contract in the
real property records of any county. If, however, Buyer records this Contract
or a memorandum or notice, Seller may terminate this Contract and record a
notice of termination.  K.            Termination.  1.Disposition of Earnest
Money after Termination.  a.To
Buyer.Except as otherwise provided herein, if Buyer terminates this
Contract in accordance with any of Buyer’s rights to terminate, Seller will,
within two (2) days of receipt of Buyer’s termination notice, authorize Title
Company to deliver the Earnest Money to Buyer, less $100, which will be paid to
Seller as consideration for the right granted by Seller to Buyer to terminate
this Contract.  b.To
Seller.Except as otherwise provided, if Seller terminates this Contract in
accordance with any of Seller’s rights to terminate, Buyer will, within two (2)
days of receipt of Seller’s termination notice, authorize Title Company to pay
and deliver the Earnest Money to Seller.  2.Duties after
Termination.If this Contract is terminated, Buyer will promptly return to
Seller, at no cost to Seller, all documents relating to the Property that
Seller has delivered to Buyer and all copies that Buyer has made of the
documents. After return of the documents and copies, neither party will have
further duties or obligations to the other under this Contract, except for
those obligations that cannot be or were not performed before termination of
this Contract.  L.            Closing.  1.Closing.This
transaction will close on the Closing Date.  The parties intend to close into escrow
by tendering appropriate signed and acknowledged documents to the Title Company
without the requirement for a formal Closing with attendance of the parties. 
At Closing, the following will occur:  a.Closing
Documents.The parties will execute and deliver the Closing Documents.  b.Payment
of Purchase Price.Buyer will deliver the Cash Proceeds and other amounts
that Buyer is obligated to pay under this Contract to Title Company in current
or readily available funds acceptable to Title Company. The Earnest Money and
any interest accruing thereto shall be applied to the Purchase Price.   7


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c.Disbursement
of Funds; Recording; Copies.Title Company will be instructed to disburse
the Cash Proceeds and other funds in accordance with this Contract, record the
Special Warranty Deed and the other Closing Documents directed to be recorded,
and distribute documents and copies in accordance with the parties’ written
instructions.  d.Possession.Seller will deliver possession of the Property to Buyer, subject to the rights
of the tenants under the Leases and the Permitted Exceptions existing at Closing.  2.Transaction Costs.  a.Seller’s
Costs.Seller will pay one-half (1/2) of the escrow fee charged by Title
Company; the costs to prepare the Special Warranty Deed; the costs to obtain,
deliver, and record releases of all liens to be released at Closing; the costs
to record all documents to cure Title Objections agreed to be cured by Seller;
the costs to deliver copies of the instruments referenced in the Title Commitment
and Survey; the cost of the Survey; the cost of the title premium for the
Standard Owner’s Title Policy and Seller’s expenses and attorney’s fees.  b.Buyer’s
Costs.Buyer will pay one-half (1/2) of the escrow fee charged by Title
Company; the costs to obtain, deliver, and record all documents other than
those to be recorded at Seller’s expense;and the costs for any
endorsements to the Title Policy including the incremental premium costs of
mortgagee’s title policies and endorsements and deletions required by Buyer or Buyer’s
lender, if any; and Buyer’s expenses and attorney’s fees.  3.Prorations.  a.             The
following shall be prorated between the parties as of the Closing Date:  (i) ad
valorem property taxes constituting a lien against the Property for the year in
which the Closing occurs and all other unpaid assessments with respect thereto,
and (ii) rents and other tenant charges, utilities, and operating expenses for
the Property for the calendar month in which Closing occurs, subject to subsections
(b) and (c) below.  If applicable, percentage rent attributable to sales at the
Property for the year in which Closing occurs shall be prorated on a straight
line basis for the year in which Closing occurs based on the number of days
Seller and Buyer each own the Property in the year in which the Closing
occurs.  In the event such proration is based upon a previous year’s taxes or
assessment, after Closing, at such time as any of the taxes or assessments are
capable of exact determination, the party having the information permitting the
exact determination shall send to the other party a detailed report of the
exact determination so made.Within
thirty (30) days after both Seller and Buyer shall have received such report,Seller and Buyer
shall adjust the amounts apportioned pursuant to the estimates made at Closing
to reflect the exact determinations contained in the report, and Seller or Buyer,
as the case may be, shall pay to the other whatever amount shall be necessary
to compensate for the difference.  Buyer shall receive a credit against the
Purchase Price in the amount of all security deposits (together with interest
required to be paid thereon) held or required to be held by Seller under the
Leases.  Buyer shall have no rights to any of Seller’s utility deposits for the
Property, and Seller shall be entitled to seek a refund of the same.  b.             Nondelinquent
rent collected by Seller after Closing attributable to periods from and after
Closing shall be promptly remitted to Buyer.  Delinquent rent collected by
Seller and Buyer after the date of Closing shall be delivered by the recipient
as follows:  Within fifteen (15) days after the receipt thereof, Seller and Buyer
agree that all rent received by Seller or Buyer shall be applied first to then
current rents, and then to delinquent rents for periods after Closing and then
to delinquent rents for periods prior to Closing.  Seller retains the right to
pursue tenants for payment of delinquent rent but may not seek to dispossess a
tenant, terminate a lease or enforce a landlord lien.  c.             Seller,
as landlord under the Leases, is currently collecting from tenants additional
rent to cover taxes, insurance, utilities, maintenance and other operating
costs and expenses incurred by Seller in connection with the ownership,
operation, maintenance and management of the Property (such expenses,
collectively “Expenses” and such collections, collectively “Collections”). 
Non delinquent Collections for the month in which Closing occurs shall be
prorated in the same manner as other rents as set forth above.  Subsequent to
Closing Buyer shall calculate adjustments for Expenses incurred and Collections
received for the year of Closing and shall prepare and present to Seller a
calculation of the Collections received and Expenses incurred by each of Seller
and Buyer attributable to each party’s period of ownership.  The parties shall
make the appropriate adjusting payment between them within 30 days after
presentment to Seller of Buyer’s calculation. Either party may inspect the
other’s books and records related to the Property to confirm the calculation.  The terms and provisions set forth in this Section L.3
shall survive the Closing for a period of one (1) year.   8


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4.Brokers’
Commissions.Seller indemnifies and holds Buyer harmless from and against all liabilities,
costs, damages and expenses (including defense and reasonable attorneys’ fees),
arising from any claims for brokerage commissions or other similar fees in
connection with this Contract for claims based upon alleged arrangements or
agreements made by Seller or on its behalf.  Buyer indemnifies and holds Seller
harmless from and against all liabilities, costs, damages and expenses
(including defense and reasonable attorneys’ fees), arising from any claims for
brokerage commissions or other similar fees in connection with this Contract
for claims based upon alleged arrangements or agreements made by Buyer or on
Buyer’s behalf. The indemnities herein shall survive the Closing or any
termination of the Contract and shall not be merged therein.  5.Seller’sApproval.Seller’s obligation to
close the transaction contemplated hereby is conditioned on receiving internal
approval of the transaction;provided,however, Seller shall be
required to exercise its right to terminate this Contract as a result of the
fact that it is unable to obtain such approval prior tothe
end of the Inspection Period. M.Seller’s
Representations and Warranties.As of the date hereof and
as of the Closing Date, Seller represents, warrants and covenants to Buyer
that:  a.             Seller
has been duly organized and is validly existing under the laws of the State of
Texas.  Pursuant to Seller has the full right and authority to enter into this
Agreement and to consummate or cause to be consummated the transactions
contemplated herein to be made by Seller.  The person signing this Agreement on
behalf of Seller is authorized to do so.  This Agreement constitutes, and all
agreements and documents contemplated hereby (when executed and delivered
pursuant hereto) will constitute, the valid and legally binding obligations of
Seller, enforceable in accordance with their respective terms.  No other
signatures or approvals are required to make this Agreement fully enforceable
by the Buyer with respect to the Seller or the Property.  This Agreement
constitutes, and all agreements and documents contemplated hereby (when
executed and delivered pursuant hereto) will constitute, the valid and legally
binding obligations of Seller, enforceable in accordance with their respective
terms.  b.             There
are and there will be no parties in possession of any portion of the Property
as lessees, and no other party has been granted an oral or written license,
lease, option, purchase agreement or other right pertaining to the use,
purchase or possession of any portion of the Property, other than tenants in
possession under the Leases.  The Leases and Service Contracts are valid and
binding in accordance with their respective terms and conditions, are in full
force and effect, and have no uncured breach or default by any party.  c.             The
Seller has not received notice of any default (nor is there any default) under
any note or deed of trust related to or secured by the Property.  Provided that
the Lender Consent is obtained, the execution and delivery of this Agreement,
the consummation of the transaction herein contemplated and the compliance with
the terms and provisions hereof will not conflict with or (with or without
notice or the passage of time or both) result in a breach of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, loan
agreement or instrument to which the Seller is a party or by which the Seller
or the Property is bound, any applicable regulation or any judgment, order or
decree of any court having jurisdiction over the Seller or the Property.  d.             The
Seller has not received any notice, nor is the Seller aware, of any violation
of any ordinance, regulation, law, statute, rule or restriction relating to the
Property.  e.             There
are no attachments, executions, assignments for the benefit of creditors, or
voluntary or involuntary proceedings in bankruptcy or under any applicable
debtor relief laws or any other litigation contemplated by or pending or
threatened against the Seller or the Property.  f.             Seller
has not received any written notice of any current or pending litigation
against Seller which would, if determined adversely to Seller, materially
adversely affect the Property.  g.             Neither
the Seller, nor to Seller’s knowledge, any other party has ever caused or
permitted any “hazardous material” (as hereinafter defined) to be placed, held,
located, or disposed of on, under, or at the Property or any part thereof in
forms or concentrations which violate applicable laws and regulations, and, to
Seller’s knowledge, neither the Property nor any part thereof has ever been
used as a dump or storage site (whether permanent or temporary) for any
hazardous material.  As used herein, “hazardous material” means and includes
any hazardous, toxic, or dangerous waste, substance, or material defined as
such in, or for purposes of, the Comprehensive Environmental Response,
Compensation Liability Act (42 U.S.C. Section 9601, et seq., as amended) or any
other “super fund” or “super lien” law or any other Federal, State, or local
statute, or law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability for standards of conduct concerning any
substance or material, as presently in effect.  Except for the USTs on the
Property related to the HEB fuel station, the Property does not currently
contain any underground storage tanks and any storage tanks previously located
on the Property have been removed in accordance with the requirements of all
applicable laws with “no further action” letter(s) issued by the State of Texas
in connection therewith.   9


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All representations, warranties, covenants and agreements of
Seller set forth in this Agreement shall survive the Closing for a period of
one year only and shall not merge into any deed, assignment or other instrument
executed or delivered in connection with the transactions contemplated hereby,
it being the intention of the parties that if a lawsuit is not commenced by Buyer
against Seller within such one-year period, Buyer shall be deemed to have
waived all claims for the breach of such covenants, agreements, representations
and warranties. In the event of a breach by Seller of any of the Seller’s
representations, warranties, covenants and agreements set forth in this Section
M for which a lawsuit is commenced by Buyer within one year after the Closing,
Seller shall indemnify and hold harmless Buyer from and against any and all
loss, expense (including without limitation reasonable attorney fees),
liability, cost, claim, demand, action, cause of action and suit arising out of
or in any way related to any such breach of any representation, warranty,
covenant or agreement of Sellerset forth
in this Section M.  Notwithstanding the foregoing, the aggregate liability of Seller for breach of any representations and
warranties shall not exceed $500,000.00.  N.Buyer’s
Representations and Warranties.Buyer represents, warrants and covenants to Seller
that:  a.             Buyer has been duly organized and is
validly existing under the laws of the State of Maryland.  Buyer has the full
right and authority to enter into this Agreement and to consummate or cause to
be consummated the transactions contemplated herein to be made by Buyer.  The
person signing this Agreement on behalf of Buyer is authorized to do so.  This
Agreement constitutes, and all agreements and documents contemplated hereby
(when executed and delivered pursuant hereto) will constitute, the valid and
legally binding obligations of Buyer, enforceable in accordance with their
respective terms.  No other signatures or approvals are required to make this
Agreement fully enforceable by the Seller with respect to the Buyer.  This
Agreement constitutes, and all agreements and documents contemplated hereby
(when executed and delivered pursuant hereto) will constitute, the valid and
legally binding obligations of Buyer, enforceable in accordance with their
respective terms.  All representations, warranties, covenants and
agreements of Buyer set forth in this Agreement shall survive the Closing for a
period of one year only and shall not merge into any deed, assignment or other
instrument executed or delivered in connection with the transactions
contemplated hereby, it being the intention of the parties that if a lawsuit is
not commenced by Seller against Buyer within such one-year period, Seller shall
be deemed to have waived all claims for the breach of such covenants,
agreements, representations and warranties. In the event of a breach by Buyer
of any of the Buyer’s representations, warranties, covenants and agreements set
forth in this Section N for which a lawsuit is commenced by Seller within one
year after the Closing, Buyer shall indemnify and hold harmless Seller from and
against any and all loss, expense (including without limitation reasonable
attorney fees), liability, cost, claim, demand, action, cause of action and
suit arising out of or in any way related to any such breach of any
representation, warranty, covenant or agreement of Buyer set forth in this
Section N.  O.            Default
 and Remedies.  1.Seller’s Default.If Seller fails to perform any of its obligations under this Contract or if any
of Seller’s representations are not true and correct as of the Effective Date
or on the Closing Date (“Seller’s Default”), Buyer may, as its sole and
exclusive remedies either (i) terminate this Contract by giving notice to
Seller on or before the Closing Date and have the Earnest Money, less $100 as
described above, returned to Buyer (provided, however, the termination remedy
will not be available for a technical/non-material Seller default); or (ii)
Buyer may waive all objections to the Property and enforce specific performance
of Seller’s obligations under the Contract.  If Title to the Property is
awarded to Buyer, the conveyance will be subject to the Leases and all matters
stated in the Title Commitment.  2.Buyer’s Default.If Buyer fails to perform any of its obligations under this Contract (“Buyer’s
Default”), Seller may, as its sole and exclusive remedy, terminate this
Contract by giving notice to Buyer on or before the Closing Date and have the
Earnest Money paid to Seller as liquidated damages, whereupon the parties shall
have no further rights or obligations hereunder except as otherwise expressly
set forth herein.  3.Liquidated Damages.The parties agree that just compensation for the harm that would be caused by a
default by either party cannot be accurately estimated or would be very
difficult to accurately estimate and that the Earnest Money is a reasonable
forecast of just compensation to the non-defaulting party for the harm that
would be caused by a default.  4.Attorney’s Fees.If either party retains an attorney to enforce this Contract, the party
prevailing in litigation is entitled to recover reasonable attorney’s fees and
court and other costs, in addition to any other remedy granted herein.    10


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P.            Miscellaneous Provisions.  1.Notices.Any
notice required by or permitted under this Contract must be in writing. Any
notice required by this Contract will be deemed to be delivered (whether
actually received or not) when deposited with the United States Postal Service,
postage prepaid, certified mail, return receipt requested, and addressed to the
intended recipient at the address shown in this Contract. Notice may also be
given by regular mail, personal delivery, courier delivery, facsimile
transmission, or other commercially reasonable means and will be effective when
actually received. Any address for notice may be changed by written notice
delivered as provided herein. Copies of each notice must be given by one of
these methods to the attorney of the party to whom notice is given.  2.Entire Contract.This Contract, together with its Exhibits, and any Closing Documents delivered
at Closing constitute the entire agreement of the parties concerning the sale
of the Property by Seller to Buyer. There are no oral representations,
warranties, agreements, or promises pertaining to the sale of the Property by
Seller to Buyer not incorporated in writing in this Contract.  3.Amendment.This
Contract may be amended only by an instrument in writing that is manually
signed by the parties.  4.Assignment.Except
as may be reasonably required to effect the tax deferred exchange or to satisfy
lender requirements for a “special purpose entity”, Buyer may not assign this
Contract or any of Buyer’s rights under it without Seller’s prior written
consent, which consent shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing, Buyer may assign this Contract and
Buyer’s rights under it to an entity in which Buyer possesses, directly or
indirectly, the power to direct or cause the direction of its management and
policies, whether through the ownership of voting securities or otherwise
without Seller’s prior consent; provided further that Buyer, in all instances,
remains primarily liable for the obligations of Buyer under this Contract. This
Contract binds, benefits, and may be enforced by the parties and their
respective heirs, successors, and permitted assigns.  5.Survival.The
obligations of this Contract that cannot be performed before termination of
this Contract or before Closing including, without limitation, all applicable
indemnities and releases, as the case may be, will survive termination of this
Contract or Closing, and the legal doctrine of merger will not apply to these
matters. If there is any conflict between the Closing Documents and this
Contract, the Closing Documents will control.  6.Choice of Law; Venue;
Alternative Dispute Resolution.THIS CONTRACT WILL BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CHOICE-OF-LAW RULES OF ANY JURISDICTION. VENUE IS
IN THE COUNTY WHERE THE PROPERTY IS LOCATED.  7.Waiver of Default.It is not a waiver of default if the non-defaulting party fails to declare
immediately a default or delays taking any action with respect to the default.  8.Severability.The
provisions of this Contract are severable. If a court of competent jurisdiction
finds that any provision of this Contract is unenforceable, the remaining provisions
will remain in effect without the unenforceable parts.  9.Ambiguities Not to Be
Construed against Party Who Drafted Contract.The rule of construction that
ambiguities in a document will be construed against the party who drafted it
will not be applied in interpreting this Contract.  10.No Special Relationship.The parties’ relationship is an ordinary commercial relationship, and they do
not intend to create the relationship of principal and agent, partnership,
joint venture, or any other special relationship.  11.Counterparts.If
this Contract is executed in multiple counterparts, all counterparts taken
together will constitute this Contract.  12.Confidentiality.The
parties will keep confidential this Contract, this transaction, and all information
learned in the course of this transaction, except to the extent disclosure is
required by law or court order or to enable third parties to advise or assist
Buyer to investigate the Property or either party to close this transaction.
Each party agrees that any third parties to whom the terms of this Contract are
communicated shall be obligated in a like manner not to communicate the terms
and provisions hereof to others.  13.Tax-Free Exchange.Either party may elect to participate in a
Tax-deferred exchange under Internal Revenue Code Section 1031 and the other
party shall cooperate in such exchange by consenting to the assignment of this
Contract to a qualified intermediary and executing reasonable documentation to
comply with applicable regulations; provided further that the Closing shall be
subject to no delay of any kind.  No party shall be required to assume any
additional liability or incur any expense in cooperating in the exchange.  14.No
Third Party Beneficiary.  The provisions of this Agreement and of the
documents to be executed and delivered at Closing are and will be for the
benefit of Seller and Buyer only and are not for the benefit of any third
party, and accordingly, no third party shall have the right to enforce the
provisions of this Agreement or the documents executed and delivered at Closing.  [Signature page
follows]  11


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IN WITNESS WHEREOF, Seller and Buyer have each duly executed this Contract as the dates shown adjacent to their signatures below.   SELLER:AmREIT Lake Houston, L.P.,
a Texas limited partnershipBy:
     AmREIT Lake Houston GP, Inc.Its:
     General ParnterBy:
     /s/ Chad C. BraunIts:
     Vice PresidentBy:
     /s/ Chad C. BraunName:
     Chad C. BraunTitle:
     Vice PresidentBUYER:AmREIT Realty Investment Corporation,
a Texas corporationBy:
     /s/ Chad C. BraunName:
     Chad C. BraunTitle:
     Vice PresidentTitle Company acknowledges receipt of Earnest Money in the amount of $25,000.00 and a copy of this Contract that has been executed by both Buyer and Seller.Fidelity National Title Insurance CompanyBy:
     /s/ Erika NorrisName:
     Erika NorrisTitle:
     Commercial Escrow Officer
     12


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