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                                                                   EXHIBIT 10.01

                         AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS
                               (Improved Property)

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this 15th day of May, 2003, by and
between TREIT - Pahrump, LLC, a Virginia limited liability company, ("Seller"),
and Pacific Home Equities LLC ("Buyer"), with reference to the following facts:

         A.       Seller owns certain real property located in County of Nye,
                  State of Nevada and more specifically described in Exhibit A
                  attached hereto (the "Land"), commonly known as Pahrump Valley
                  Junction Shopping Center 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, assign, grant and
                  transfer 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 and
                           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
                           deposits, other deposits held in connection with the
                           Leases, Lease guarantees and other similar credit
                           enhancements providing additional security for such
                           Leases;

                  1.1.3.   All tangible and intangible personal property owned
                           by Seller located on or used in connection with the
                           Real Property,

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                           including, specifically, without limitation,
                           equipment, furniture, tools and supplies, and all
                           related intangibles including Seller's interest in
                           the name "Pahrump Valley Junction Shopping Center"
                           (the "Personal Property");

                  1.1.4.   All service contracts, agreements, warranties and
                           guaranties relating to the operation 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 NINETEEN MILLION
         DOLLARS ($19,000,000.00) ("Purchase Price") payable as follows:

         2.1.     Deposit/Further Payments/Down Payment.

                  2.1.1.   Upon mutual execution of this Agreement, Buyer shall
                           deposit into Escrow the amount of $250,000.00 (the
                           "Initial Deposit"), in the form of a wire transfer
                           payable to First American Title Company, at 1 First
                           American Way, Santa Ana, CA 92707, Attn: Terri
                           Hovdestad ("Escrow Holder"). Thirty days following
                           mutual execution of this Agreement, Buyer shall
                           deposit an additional $100,000.00 (the "Additional
                           Deposit) and the total deposit of $350,000 shall be
                           deemed non-refundable subject to Buyer qualifying for
                           assumption of that certain loan made by Key
                           Commercial Mortgage (the "Lender") to Seller, having
                           a current outstanding balance of approximately
                           $11,968,237.01 (the "Loan"). Escrow Holder shall
                           place the 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.

                  2.1.2.   Buyer shall have forty five (45) days from the
                           opening of escrow to qualify for assumption of the
                           Loan ("Loan Assumption"). Buyer shall provide the
                           Seller with written proof that the Buyer has applied
                           for the Loan Assumption within fourteen (14) days of
                           the Opening of Escrow.

                  2.1.4.   On or before Close of Escrow, Buyer shall deposit
                           into Escrow the balance of the Purchase Price less
                           the outstanding principal balance of the Loan as of
                           the Close of Escrow of, by wire transfer payable to
                           Escrow Holder.

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3.       Title to Property.

         3.1.     Title Insurance.

                  Escrow Holder will obtain a Standard Coverage CLTA owner's
                  policy of title insurance from First American Title Company
                  with their standard provisions and exceptions (the "Title
                  Policy") in the amount of the Purchase Price. The Title Policy
                  is to be free and clear of encumbrances except as follows:

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

                  3.1.2.   Covenants, conditions, reservations (including
                           exceptions of oil, gas, minerals, hydrocarbons and/or
                           lease without right of surface entry), restrictions,
                           rights of way, and easements for public utilities,
                           districts, water companies, alleys and streets; and

                  3.1.3.   The permitted exceptions included in such policy and
                           approved by Buyer.

         3.2.     Procedure for Approval of Title.

                  Buyer shall have a period of ten (10) days following the
                  Buyer's receipt of the Title Documents (hereafter defined)
                  (the "Title Review Period") to review and approve the Title
                  Documents. If the Title Documents reflect or disclose any
                  defect, exception or other matter affecting the Property
                  ("Title Defects") that is unacceptable to Buyer, then prior to
                  the expiration of the Title Review Period, Buyer shall provide
                  Seller with written notice of Buyer's objections. Seller may,
                  at its sole option, elect to cure or remove the objections
                  made by Buyer; provided, however, Seller shall have the
                  obligation to act in good faith. Should Seller elect to
                  attempt to cure or remove the objection, Seller shall have
                  fifteen (15) days from the date of Buyer's written notice of
                  objections ("Cure Period") in which to accomplish the cure. In
                  the event Seller either elects not to cure or remove the
                  objections or is unable to accomplish the cure prior to the
                  expiration of the Cure Period, then Seller shall so notify
                  Buyer in writing specifying which objections Seller does not
                  intend to or cannot cure, and 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 by providing
                  written notice of termination to Seller within ten (10) days

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                  from the date on which Buyer receives Seller's no-cure notice
                  and returning the Due Diligence Items (hereinafter defined) or
                  (ii) waive the objections and close this transaction as
                  otherwise contemplated herein. If Buyer shall fail to notify
                  Seller in writing within the Title Review Period of any
                  objections to the state of title to the Property, then Buyer
                  shall be deemed to have no objections to the state of such
                  title and any exceptions to title or other conditions or
                  matters which have not been objected to by Buyer and which are
                  shown on the Survey or described in the Title Report shall be
                  deemed "Permitted Exceptions."

4.       Due Diligence Items.

         4.1.     Seller shall deliver to Buyer each of the following within
                  seven (7) days of the Opening of Escrow (collectively, the
                  "Due Diligence Items"):

                  4.1.1.   The existing survey of the Property in seller's
                           possession or control, if any (the "Survey");

                  4.1.2.   A current preliminary title report or title
                           commitment (the "Title Report") for the issuance of
                           policy of title insurance to Buyer from the Escrow
                           Holder, together with good and legible copies of all
                           documents constituting exceptions to the title as
                           reflected in the Title Report (collectively referred
                           to hereinafter as the "Title Documents");

                  4.1.3.   A list of all contracts, including service contracts,
                           warranties, management, maintenance, leasing
                           commission or other agreements affecting the
                           Property, if any, together with copies of the same
                           shall be available for inspection. Seller agrees not
                           to enter into any additional contracts or agreements
                           prior to closing which cannot be canceled upon thirty
                           (30) days written notice without cost, penalty, or
                           obligation unless such contracts or other agreements
                           are approved in writing by Buyer, which approval
                           shall not be unreasonably withheld or delayed;

                  4.1.4.   All site plans, leasing plans, as-built plans,
                           drawings, environmental, mechanical, electrical,
                           structural, soils and similar reports and/or audits
                           and plans and specifications relative to the Property
                           in the possession of Seller, if any, shall be made
                           available for inspection at Seller's offices;

                  4.1.5.   True and correct copies of the real estate and
                           personal property tax statements covering the
                           Property or any part thereof for

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                           each of the two (2) years prior to the current year
                           and, if available, for the current year;

                  4.1.6.   A schedule of all current or pending litigation with
                           respect to the Property or any part, thereof, if any;

                  4.1.7.   Operating statements for calendar years 2001, 2002
                           and 2003 year to date;

                  4.1.8.   The tenant files, books and records relating to the
                           ownership and operation of the Property shall be
                           available for inspection by Buyer during ordinary
                           business hours at Seller's management office; and

                  4.1.9.   An inventory of all personal property located on the
                           Property, used in the maintenance of the Property or
                           stored for future use at the Property and an
                           inventory of all furniture and appliances used in the
                           units, if any;

                  4.1.10.  Copies of all tenant leases, and amendments thereto.

         4.2.     Estoppel Certificates.

                  Seller shall obtain and deliver to Buyer estoppel
                  certificates, in accordance with their respective Leases, from
                  tenants. In the event Seller is unable to obtain the estoppel
                  certificates referred to above despite diligent efforts to do
                  so, Seller shall not be in default hereunder, provided that
                  Seller delivers to Buyer an estoppel certificate executed by
                  Seller and otherwise in the form required by the respective
                  Leases and approved by Buyer, and thereafter Seller uses
                  diligent efforts to obtain an estoppel certificate executed by
                  such lessee. At any time prior to Close of Escrow, Seller may
                  substitute an estoppel certificate executed by a tenant under
                  a lease to replace any estoppel certificate executed by Seller
                  as landlord under the same lease previously delivered by
                  Seller. Whether executed by the lessee or by Seller, the
                  matters certified in the estoppel certificate shall be subject
                  to Buyer's reasonable approval. Buyer shall notify Seller
                  within three (3) business days of receipt of a copy of the
                  executed estoppel certificate of its approval or disapproval
                  and the basis of such disapproval, if disapproved. If Buyer
                  reasonably disapproves of such estoppel certificate, and
                  Seller is unable to obtain a reasonably acceptable estoppel
                  certificate prior to the Close of Escrow, this Agreement shall
                  terminate, Buyer shall be entitled to a refund of the Deposit,
                  and

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                  neither party shall have any further obligation to the other
                  except Buyer's indemnification obligations under Paragraph 5.

5.       Inspections.

         Buyer, at its sole expense, shall have the right to conduct
         feasibility, environmental, engineering and physical studies or other
         tests (the "Inspections") of the Property at any time during the
         Inspection Period (hereinafter defined). Buyer, and its duly authorized
         agents or representatives, shall be permitted to enter upon the
         Property at all reasonable times during the Inspection Period in order
         to conduct engineering studies, soil tests and any other Inspections
         and/or tests that Buyer may deem necessary or advisable. Buyer must
         arrange all Inspections of the Property with Seller at least two (2)
         business days in advance of any Inspections. In the event that the
         review and/or Inspection conducted pursuant to this paragraph shows any
         fact, matter or condition to exist with respect to the Property that is
         unacceptable to Buyer, in Buyer's sole subjective discretion, then
         Buyer shall be entitled, as its sole and exclusive remedy, to (1)
         terminate this Agreement and obtain a refund of the Deposit, or (2)
         waive the objection, and close the transaction as otherwise
         contemplated herein. Buyer agrees to promptly discharge any liens that
         may be imposed against the Property as a result of the Inspections and
         to defend, indemnify and hold Seller 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.

         5.1.     Approval.

                  5.1.1.   Buyer shall have until June 13 ("Inspection Period")
                           to approve or disapprove the Inspections. If Buyer
                           shall fail to notify Seller and Escrow Holder of its
                           approval of the Inspections in writing within the
                           Inspection Period, the condition of the Property
                           shall be deemed disapproved. If Buyer shall
                           disapprove or be deemed to disapprove the Inspections
                           within the Inspection Period, this Agreement and the
                           Escrow shall thereupon be terminated. Buyer shall not
                           be entitled to purchase the Property, Seller shall
                           not be obligated to sell the Property to Buyer and
                           the parties shall be relieved of any further
                           obligation to each other with respect to the
                           Property, except as provided in Paragraph 5.

                  5.1.2.   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

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                           sole expense return to Seller all Due Diligence Items
                           which have been delivered by Seller to Buyer in
                           connection with the Inspections, along with copies of
                           all reports, drawings, plans, studies, summaries,
                           surveys, maps and other data prepared by or for
                           Buyer's right to make any such materials available to
                           Seller that are imposed in any agreement with a third
                           party consultant preparing any such reports or
                           materials ("Buyer's Reports"). Buyer shall cooperate
                           with Seller at no expense to Buyer in order to obtain
                           a waiver of any such limitations.

                  5.1.3.   Notwithstanding any contrary provision of this
                           Agreement, Buyer acknowledges that Seller is not
                           representing or warranting that any of the Due
                           Diligence Items prepared by third parties are
                           accurate or complete, such as the Survey, engineering
                           reports and the like. Seller advises Buyer to
                           independently verify the facts and conclusions set
                           forth therein, provided however, Seller warrants that
                           it has no knowledge of any material errors or
                           misstatements in such information regarding the
                           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. Escrow shall be deemed to be opened as of
                  the date fully executed copies (or counterparts) of this
                  Agreement are delivered to Escrow Holder by Buyer and Seller
                  ("Opening of Escrow"). This Agreement shall be considered as
                  the Escrow instructions between the parties, with such further
                  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 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 conditions of this Agreement and such further
                  instructions, the terms and conditions of this Agreement shall
                  control.

         6.2.     Close of Escrow.

                  6.2.1.   Escrow shall close ("Close of Escrow") fifteen (15)
                           days following Lender's approval of the Loan
                           Assumption.

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         6.3.     Buyer Required to Deliver.

                  Buyer shall deliver to Escrow the following:

                  6.3.1.   Concurrently with the Opening of Escrow, the Deposit;

                  6.3.2.   On or before Close of Escrow, the payment required by
                           Paragraph 2.1.2; provided, however that Buyer shall
                           not be required to deposit the amount specified in
                           Paragraph 2.1.2 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 Seller 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
                           Title Company may require from Buyer in order to
                           issue the Title Policy;

                  6.3.4.   An original assignment and assumption agreement (the
                           "Assignment and Assumption Agreement") duly executed
                           by Seller assigning and conveying to Buyer all of
                           Seller's right, title and interest in and to the
                           Leases and the Contracts.

                  6.3.5.   An original counterpart of a loan assumption
                           agreement pursuant to which the Buyer assumes the
                           outstanding principal balance of the loan (the "Loan
                           Assumption Agreement")

         6.4.     Seller Required to Deliver.

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

                  6.4.1.   A duly executed and acknowledged grant deed,
                           conveying fee title to the Property in favor of Buyer
                           (the "Grant Deed");

                  6.4.2.   An executed Certificate of Non-Foreign Status;

                  6.4.3.   A bill of sale or other assignment of the Personal
                           Property, if any, in favor of Buyer and duly executed
                           by Seller;

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                  6.4.4.   Such other documents as Title Company may require
                           from Seller in order to issue the Title Policy;

                  6.4.5.   Tenant estoppel certificates;

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

                  6.4.7.   Seller shall deliver all records and files relating
                           to the management or operation of the Property,
                           including, without limitation, all insurance
                           policies, all security 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 Project;

                  6.4.8.   A counterpart original of the Assignment and
                           Assumption Agreement; and

                  6.4.9.   A letter from the seller to tenants, informing
                           tenbants of the sale, date of sale, and new owner.

         6.5.     Buyer's Costs.

                  Buyer shall pay the following:

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

                  6.5.2.   The cost of recording the Loan Assumption Agreement;

                  6.5.3.   All other costs customarily borne by purchasers of
                           real property in County of Nye, Nevada; and

                  6.5.4.   If Buyer elects to obtain extended coverage title
                           insurance, the amount by which the premium for an
                           extended coverage policy of title insurance in the
                           amount of the Purchase Price exceeds the premium for
                           the Title Policy.

         6.6.     Seller's Costs.

                  Seller shall pay the following:

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

                  6.6.2.   The cost of recording the Grant Deed, including
                           documentary transfer taxes;

                  6.6.3.   Title Company's premium for the Title Policy; and

                  6.6.4.   All other costs customarily borne by sellers of real
                           property in County of Nye, Nevada.

         6.7.     Prorations.

                  6.7.1.   Real property taxes, assessments, rents, security
                           deposits, and cam expenses shall be prorated through
                           Escrow between Buyer and Seller as of Close of
                           Escrow. Rents, security deposits and cam expenses
                           shall be approved by Buyer prior to Close of Escrow.
                           Any delinquent rents collected by Buyer shall be paid
                           to Seller. Seller shall have the right to pursue any
                           Tenant for delinquent rent, but shall not cause a
                           Tenant to be delinquent for their current rent or
                           become financially unstable. Tax and assessment
                           prorations shall be based on the latest available tax
                           bill. If, after Close of Escrow, Buyer receives any
                           further or supplemental tax bill relating to any
                           period prior to Close of Escrow, or Seller receives
                           any further or supplemental tax bill relating to any
                           period after 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.

                  6.7.2.   All leasing commissions owing and tenant improvements
                           with respect to the Property transactions entered
                           into prior to execution of this Agreement shall be
                           paid by Seller, and Seller shall indemnify and hold
                           Buyer harmless for Lease commission claims brought
                           against the Property arising therefrom. All leasing
                           commissions for new Leases and for Lease renewals and
                           expansion options executed after the date of this
                           Agreement shall be prorated between Buyer and Seller
                           as their respective periods of ownership bear to the
                           primary term of the new Lease.

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

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                           any kind or nature, including court costs and
                           reasonable attorneys' 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 date
                           of closing and which are in any way related to the
                           Property, and all expenses related thereto, including
                           but not limited to court costs and attorneys' fees.

                  6.7.4.   Buyer agrees to indemnify and hold Seller harmless of
                           and from any and all liabilities, claims, demands,
                           suits and 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 date of closing and which are in
                           any way related to the Property, and all expenses
                           related thereto, including, but not limited to, court
                           costs and attorneys' fees.

         6.8.     Determination of Dates of Performance.

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

                  6.8.1.   The date of Opening of Escrow pursuant to Paragraph
                           6.1;

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

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

                  6.8.4.   The date by which the Inspections must be approved by
                           Buyer pursuant to Paragraph 5.1.1;

                  6.8.5.   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

                  6.8.6.   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.

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7.       Representations, Warranties, and Covenants.

         Seller hereby represents and warrants as of the date hereof to Buyer as
         follows:

         7.1.     Seller is a limited liability company duly formed and validly
                  existing under the laws of the Commonwealth of Virginia.
                  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. 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.

         7.2.     Seller has good and marketable title to the Property, subject
                  to the conditions of title. There are no outstanding rights of
                  first refusal, rights of reverter or option relating to the
                  Property or any interest therein. To Seller's knowledge, there
                  are no unrecorded or undisclosed documents or other matters
                  which affect title to the Property. Subject to the Leases,
                  Seller has enjoyed the continuous and uninterrupted quiet
                  possession, use and operation of the Property, without
                  material complaint or objection by any person.

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

         7.4.     Covenants of Seller. Seller hereby covenants as follows:

                  7.4.1.   At all times from the date hereof through the date of
                           closing, Seller shall cause to be in force fire and
                           extended coverage insurance upon the Property, and
                           public liability insurance with respect to damage or
                           injury to persons or property occurring on the
                           Property in at least such amounts as are maintained
                           by Seller on the date hereof;

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                  7.4.2.   From the date of execution of this Agreement through
                           the date of closing, Seller will not enter into any
                           new lease with respect to the Property, without
                           Buyer's prior written consent, which shall not be
                           unreasonably withheld. Buyer's consent shall not be
                           required for the exercise of a renewal option. Any
                           brokerage commission payable with respect to a new
                           lease shall be prorated between Buyer and Seller in
                           accordance with their respective periods of ownership
                           as it bears to the primary term of the new lease.
                           Further, Seller will not modify any existing Lease
                           covering space in the Property without first
                           obtaining the written consent of Buyer which shall
                           not be unreasonably withheld. Buyer shall have five
                           (5) business days in which to approve or disapprove
                           of any new lease for which it has a right to consent.
                           Failure to respond in writing within said time period
                           shall be deemed to be consent;

                  7.4.3.   From the date of execution of this Agreement through
                           the date of closing, Seller shall not sell, assign,
                           or convey any right, title or interest whatsoever in
                           or to the Property, or create or permit to attach any
                           lien, security interest, easement, encumbrance,
                           charge, or condition affecting the Property (other
                           than the Permitted Exceptions) without promptly
                           discharging the same prior to closing;

                  7.4.4.   Seller shall not, without Buyer's written approval,
                           (a) amend or waive any right under any Service
                           Contract, or (b) enter into any agreement of any type
                           affecting the Property that would survive the Closing
                           Date;

                  7.4.5.   Seller shall fully and timely comply with all
                           obligations to be performed by it under the Leases,
                           the Contracts, and all permits, licenses, approvals
                           and laws, regulations and orders applicable to the
                           Property.

         7.5      Approval of Property. The consummation of the purchase and
                  sale of the Property pursuant to this Agreement shall be
                  deemed Buyer's acknowledgement that it has had an adequate
                  opportunity to make such legal, factual and other inspections,
                  inquiries and investigations as it deems necessary, desirable
                  or appropriate with respect to the Property. Such inspections,
                  inquiries and investigations of Buyer shall be deemed to
                  include, but shall not be limited to, any leases and contracts
                  pertaining to the Property, the physical components of all
                  portions of the Property, the physical condition of the
                  Property, such state of facts as an accurate survey,
                  environmental report and

                                       13
<PAGE>

                  inspection would show, the present and future zoning
                  ordinance, ordinances, resolutions. Buyer shall not be
                  entitled to and shall not rely upon, Seller or Seller's agents
                  with regard to, and Seller will not make any representation or
                  warranty with respect to: (i) the quality, nature, adequacy or
                  physical condition of the Property including, but not limited
                  to, the structural elements, foundation, roof, appurtenances,
                  access, landscaping, parking facilities, or the electrical,
                  mechanical, HVAC, plumbing, sewage or utility systems,
                  facilities, or appliances at the Property, if any; (ii) the
                  quality, nature, adequacy or physical condition of soils or
                  the existence of ground water at the Property; (iii) the
                  existence, quality, nature, adequacy or physical condition of
                  any utilities serving the Property; (iv) the development
                  potential of the Property, its habitability, merchantability,
                  or the fitness, suitability, or adequacy of the Property for
                  any particular purpose; (v) the zoning or other legal status
                  of the Property; (vi) the Property or its operations'
                  compliance with any applicable codes, laws, regulations,
                  statutes, ordinances, covenants, conditions or restrictions of
                  any governmental or quasi-governmental entity or of any other
                  person or entity; (vii) the quality of any labor or materials
                  relating in any way to the Property; or (viii) the condition
                  of title to the Property or the nature, status and extent of
                  any right-of-way, lease, right of redemption, possession,
                  lien, encumbrance, license, reservation, covenant, condition,
                  restriction, or any other matter affecting the Property except
                  as expressly set forth in this Agreement. EXCEPT AS EXPRESSLY
                  PROVIDED IN THIS AGREEMENT AND THE GRANT DEED, SELLER HAS NOT,
                  DOES NOT, AND WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS
                  WITH RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY DISCLAIMS
                  ANY OTHER IMPLIED WARRANTIES OR WARRANTIES ARISING BY
                  OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY
                  WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR
                  FITNESS FOR A PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER
                  HAS NOT, DOES NOT, AND WILL NOT MAKE ANY REPRESENTATION OR
                  WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL
                  PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS,
                  ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE
                  PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR
                  DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING,
                  WITHOUT LIMITATION, ASBESTOS, PCB AND RADON. BUYER
                  ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER FAMILIAR WITH
                  THIS TYPE OF

                                       14
<PAGE>

                  PROPERTY AND THAT, SUBJECT ONLY TO THE EXPRESS WARRANTIES SET
                  FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS, BUYER WILL BE
                  ACQUIRING THE PROPERTY "AS IS AND WHERE IS, WITH ALL FAULTS,"
                  IN ITS PRESENT STATE AND CONDITION, SUBJECT ONLY TO NORMAL
                  WEAR AND TEAR AND BUYER SHALL ASSUME THE RISK THAT ADVERSE
                  MATTERS AND CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER'S
                  INSPECTIONS AND INVESTIGATIONS. BUYER SHALL ALSO ACKNOWLEDGE
                  AND AGREE THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
                  REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY
                  SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND
                  CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING, AND
                  NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER
                  SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
                  WRITTEN STATEMENTS, REPRESENTATIONS 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.

8.       Representations and Warranties of Buyer. Buyer hereby represents and
         warrants to Seller as follows:

         8.1.     Buyer is a limited liability company duly organized and
                  validly existing under the laws of the State of California.
                  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. 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.



                                       15
<PAGE>

9.       Conditions Precedent to Closing.

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

         9.1.     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 Seller
                  shall not have on or prior to closing, failed to meet, comply
                  with or perform in any material respect any conditions or
                  agreements on Seller's part as required by the terms of this
                  Agreement.

         9.2.     There shall be no change in the matters reflected in the Title
                  Report, and there shall not exist any encumbrance or title
                  defect affecting the Property not described in the Title
                  Report except for the Permitted Exceptions or matters to be
                  satisfied at closing.

         9.3.     Unless Seller receives notice from Buyer at least thirty (30)
                  days prior to closing, effective as of closing, the management
                  agreement affecting the Property shall be terminated by Seller
                  and any and all termination fees incurred as a result thereof
                  shall be the sole obligation of Seller.

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

         9.5.     If any such condition is not fully satisfied by closing, Buyer
                  shall so notify Seller and may terminate this Agreement by
                  written notice to Seller whereupon this Agreement may be
                  canceled, upon return of the Due Diligence Items the Deposit
                  shall be paid to Buyer and, thereafter, neither Seller nor
                  Buyer shall have any continuing obligations hereunder.

         9.6.     If Buyer notifies Seller of a failure to satisfy the
                  conditions precedent set forth in this paragraph, Seller may,
                  within five (5) days of receipt of Buyer's Notices agree to
                  satisfy the condition by written notice to Buyer, and Buyer
                  shall thereupon be obligated to close the transaction provided
                  Seller so satisfies such condition. If Seller fails to agree
                  to cure or fails to cure such condition by the Closing Date,
                  this Agreement shall be canceled and the Deposit shall be
                  returned to Buyer and neither party shall have any further
                  liability hereunder.

         9.7.     If Buyer's acquisition of the Property is part of a
                  tax-deferred exchange pursuant to Section 1031 of the Code, it
                  is a condition precedent to the closing of this Escrow that
                  Buyer is able to complete an exchange for all or a portion of
                  its relinquished property pursuant to an Exchange

                                       16
<PAGE>

                  Agreement between Buyer and Accommodator. Seller agrees to
                  execute such documents or instruments as may be necessary or
                  appropriate to evidence such exchange, provided that Seller's
                  cooperation in such regard shall be at no additional cost,
                  expense, or liability whatsoever to Seller, and that no
                  additional delays in the scheduled Close of Escrow are
                  incurred unless mutually agreed upon by all parties to this
                  Agreement.

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

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

         9.9.     The Lender has approved the Loan Assumption on terms which
                  release the Seller and all current guarantors from liability
                  for the Loan.

10.      Damage or Destruction Prior to Close of Escrow.

         In the event that the Property should be damaged by any casualty prior
         to the Close of Escrow, then if the cost of repairing such damage, as
         estimated by an architect or contractor retained pursuant to the mutual
         agreement of the parties, is:

         10.1.    Less than Two Hundred Fifty Thousand Dollars ($250,000), the
                  Close of Escrow shall proceed as scheduled and any insurance
                  proceeds shall be distributed to Buyer to the extent not
                  expended by Seller for restoration;

or if said cost is:

         10.2.    Greater than Two Hundred Fifty Thousand Dollars ($250,000),
                  then either Seller or Buyer may elect to terminate this
                  Agreement, in which case upon return of the Due Diligence
                  Items the Deposit shall be returned to Buyer and neither party
                  shall have any further obligation to the other except for
                  Buyer's indemnification obligations under Paragraph 5.

                                       17
<PAGE>

11.      Eminent Domain.

         11.1.    If, before the Close of Escrow, proceedings are commenced for
                  the taking by exercise of the power of eminent domain of all
                  or a material part of the Property which, as reasonably
                  determined by Buyer, would render the Property unacceptable to
                  Buyer or unsuitable for Buyer's intended use, Buyer shall have
                  the right, by giving notice to Seller within thirty (30) days
                  after Seller gives notice of the commencement of such
                  proceedings to Buyer, to terminate this Agreement, in which
                  event this Agreement shall terminate, the Deposit shall be
                  returned to Buyer and neither party shall have any further
                  obligation to the other except for Buyer's indemnification
                  under Paragraph 5. If, before the Close of Escrow, proceedings
                  are commenced for the taking by exercise of the power of
                  eminent domain of less than such a material part of the
                  Property, or if Buyer has the right to terminate this
                  Agreement pursuant to the preceding sentence but Buyer does
                  not exercise such right, then this Agreement shall remain in
                  full force and effect and, at the Close of Escrow, the
                  condemnation award (or, if not therefore received, the right
                  to receive such portion of the award) payable on account of
                  the taking shall be transferred in the same manner as title to
                  the Property is conveyed. Seller shall give notice to Buyer
                  within three (3) business days after Seller's receiving notice
                  of the commencement of any proceedings for the taking by
                  exercise of the power of eminent domain of all or any part of
                  the Property.

12.      Notices.

         12.1.    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, either in person, by United States Mail,
                  as a registered or certified item, return receipt requested by
                  telecopy or by Federal Express. Notices delivered by mail
                  shall be deemed given when received. Notices by telecopy or
                  Federal Express shall be deemed received on the business day
                  following transmission. Notices shall be given to the
                  following addresses:

                  Seller:                   Anthony W. Thompson
                                            Triple Net Properties, LLC
                                            1551 N. Tustin Ave. #650
                                            Santa Ana, CA 92705
                                            (714) 667-8252

                                       18
<PAGE>

                                            (714) 667-6860 fax

                  With Required Copy to:    Louis J. Rogers, Esq.
                                            Hirschler Fleischer
                                            The Federal Reserve Bank Building,
                                            15th Floor
                                            701 East Byrd Street
                                            Richmond, VA 23219
                                            (804) 771-9567
                                            (804) 644-0957 fax

                  Buyer:                    Pacific Home Equitites LLC
                                            Keith R. Milliken
                                            30765 Pacific Coast Hwy Suite 328
                                            Malibu, CA 90265
                                            (310) 589-5561
                                            (310) 589-1066 Fax

                  With Required Copy to:    Alon Abady
                                            9701 Wilshire Blvd, Suite 1200
                                            Beverley Hills, CA 90212
                                            (310) 273-2999, ext11
                                            (310) 550-4564

13.      Remedies.

         13.1.    Defaults by Seller. If there is any default by Seller under
                  this Agreement, following notice to Seller and seven (7) days,
                  during which period Seller may cure the default, Buyer may, at
                  its option, (a) declare this Agreement terminated in which
                  case the Deposit shall be returned to Buyer or (b) treat this
                  Agreement as being in full force and effect and bring an
                  action against Seller for specific performance.

         13.2.    Defaults by Buyer. If there is any default by Buyer under this
                  Agreement, following notice to Buyer and seven (7) days,
                  during which period Buyer may cure the default, then Seller
                  may, as its sole remedy, declare this Agreement terminated, in
                  which case the Deposit shall be paid to Seller as liquidated
                  damages and each party shall thereupon be relieved of all
                  further obligations and liabilities, except any which survive
                  termination. In the event this Agreement is terminated due to
                  the default of Buyer hereunder, Buyer shall deliver to Seller,
                  at no cost to Seller, the Due Diligence Items and all of
                  Buyer's Reports.

                                       19
<PAGE>

         13.3.    ARBITRATION OF DISPUTES. ANY CLAIM, CONTROVERSY OR DISPUTE,
                  WHETHER SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD,
                  MISREPRESENTATION OR OTHER LEGAL THEORY, RELATED DIRECTLY OR
                  INDIRECTLY TO THIS AGREEMENT, WHENEVER BROUGHT AND WHETHER
                  BETWEEN THE PARTIES TO THIS AGREEMENT OR BETWEEN ONE OF THE
                  PARTIES TO THIS AGREEMENT AND THE EMPLOYEES, AGENTS OR
                  AFFILIATED BUSINESSES OF THE OTHER PARTY, SHALL BE RESOLVED BY
                  ARBITRATION AS PRESCRIBED IN THIS SECTION. THE FEDERAL
                  ARBITRATION ACT, 9 U.S.C. Sections 1-15, NOT STATE LAW, SHALL
                  GOVERN THE ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF
                  THE ARBITRATOR AS TO ARBITRABILITY SHALL BE FINAL.

                  A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR CALIFORNIA
                  JUDGE SHALL CONDUCT THE ARBITRATION UNDER THE THEN CURRENT
                  RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"). THE
                  ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT ON THE
                  ARBITRATOR WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE BY ONE
                  PARTY TO THE OTHER INVOKING THIS ARBITRATION PROVISION, IN
                  ACCORDANCE WITH AAA PROCEDURES FROM A LIST OF QUALIFIED PEOPLE
                  MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE CONDUCTED IN
                  SANTA ANA, CALIFORNIA AND ALL EXPEDITED PROCEDURES PRESCRIBED
                  BY THE AAA RULES SHALL APPLY.

                  THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF
                  INFORMATION WHICH IS PROVIDED TO THE ARBITRATOR BY THE
                  PARTIES. THE ARBITRATOR SHALL HAVE AUTHORITY ONLY TO GRANT
                  SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF AND
                  TO AWARD COMPENSATORY DAMAGES, BUT SHALL NOT HAVE THE
                  AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER NONCOMPENSATORY
                  DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR SHALL
                  AWARD TO THE PREVAILING PARTY ITS REASONABLE ATTORNEYS' FEES
                  AND COSTS AND OTHER EXPENSES INCURRED IN THE ARBITRATION,
                  EXCEPT THE PARTIES SHALL SHARE EQUALLY THE FEES AND EXPENSES
                  OF THE ARBITRATOR. THE ARBITRATOR'S DECISION AND AWARD SHALL
                  BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD RENDERED BY
                  THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
                  THEREOF.

                                       20
<PAGE>

14.      Assignment.

         Buyer may assign its rights under this Agreement to an entity in which
         Buyer has a significant interest.

15.      Interpretation and Applicable Law.

         This Agreement shall be construed and interpreted in accordance with
         the laws of the state in which the Property is located (the "State").
         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.      Attorney's Fees.

         In the event it becomes necessary for either party to file a suit or
         arbitration to enforce this Agreement or any provisions contained
         herein, the prevailing party shall be entitled to recover, in addition
         to all other remedies or damages, reasonable attorneys' fees and costs
         of court incurred in such suit or arbitration.

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 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 closing or
         earlier termination of this Agreement, except as expressly limited
         herein.

                                       21
<PAGE>

19.      Multiple Originals only; Counterparts.

         Numerous agreements may be executed by the parties hereto. Each such
         executed copy shall have the full force and effect of an original
         executed instrument. 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. The date of execution of this
         Agreement by Seller shall be the date of execution of this Agreement.
         If the final date of any period falls upon a Saturday, Sunday, or legal
         holiday under Federal law, the laws of the State or the laws of the
         State of California if it is not the State, 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, the laws
         of the State or the State of California if it is not the State.

21.      Real Estate Commission.

         Seller and Buyer each represent and warrant to the other that neither
         Seller nor Buyer has contracted 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
         Marcus & Millichap as its broker and will pay any commission due to
         said broker. 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.

22.      Approval.

         The consummation of this transaction shall be subject to the final
         approval by the TREIT Board. The Seller shall provide written notice to
         the Buyer no later than May 29, 2003 as to whether the TREIT Board has
         approved the transaction. The Seller shall, within three business days
         of the date this Agreement is fully executed, deposit with the Escrow
         Holder funds in the amount of Fifty Thousand Dollars ($50,000.00)
         ("Seller's Deposit"). In the event that the TREIT Board does not
         approve this transaction, the Seller

                                       22
<PAGE>

         shall direct the Escrow Holder to release the Seller's Deposit to the
         Buyer. Upon receipt from the Seller that the TREIT Board has approved
         the transaction, the Escrow Holder shall immediately release the
         Seller's Deposit to the Seller.

23.      Confidentiality.

         Buyer agrees that, prior to the closing, all Property information
         received by Buyer shall be kept confidential as provided in this
         paragraph. Without the prior written consent of Seller, prior to the
         closing, the Property information shall not be disclosed by Buyer or
         its representatives, in any manner whatsoever, in whole or in part,
         except (1) to Buyer's representatives who need to know the Property
         information for the purpose of evaluating the Property and who are
         informed by the Buyer of the confidential nature of the Property
         information; (2) as may be necessary for Buyer or Buyer's
         representatives to comply with applicable laws, including, without
         limitation, governmental, regulatory, disclosure, tax and reporting
         requirements; to comply with other requirements and requests of
         regulatory and supervisory authorities and self-regulatory
         organizations having jurisdiction over Buyer or Buyer's
         representatives; to comply with regulatory or judicial processes; or to
         satisfy reporting procedures and inquiries of credit rating agencies in
         accordance with customary practices of Buyer or its affiliates; and (3)
         to prospective tenants of the Property.

         THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

                                       23
<PAGE>

                               SIGNATURE PAGE FOR

                     Pahrump Valley Junction Shopping Center

EXECUTED on this the ____ day of _________, 2003.

SELLER:

TREIT - Pahrump, LLC, a Virginia limited liability company

By:      Triple Net Properties, LLC, a Virginia limited
         liability company, its Manager

         By:_________________________________________
                  Anthony W. Thompson, President

EXECUTED on this the ____ day of _________, 2003.

BUYER:

Pacific Home Equities LLC

By:________________________________________________
       Alon Abady

                                       24