REAL
ESTATE SALE AGREEMENT

401
McCullough Drive, Charlotte, North Carolina
28262

1721
Cochran Road, Pittsburgh, Pennsylvania
15220

1819
Electric Road, Roanoke, Virginia  24018

between

PURCHASER:

CAPLEASE,
LP
110 Maiden Lane, 36th Floor
New York, New York 10005

and

SELLER:

ALLSTATE
INSURANCE COMPANY. 
Allstate Plaza South, Suite G1D
3075 West Sanders Road
Northbrook, Illinois 60062

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REAL
ESTATE SALE AGREEMENT

TABLE
OF CONTENTS

|   |                        |                                              |                            |      | 
|-- | ---------------------- | -------------------------------------------- | -------------------------- | ---- | 
|   |                        |                                              |                            | Page
|   |                        |                                              |                            |     
|1. | Definitions            | 1                                            |                           
|   |                        |                                              |                           
|2. | Sale and
  Conveyance  | 6                                            |                           
|   |                        |                                              |                           
|3. | Escrow                 | 6                                            |                           
|   |                        |                                              |                           
|   | 3.1                    | Earnest
  Money                              | 6                          |     
|   |                        |                                              |                            |     
|   | 3.2                    | Escrow
  Instructions                        | 6                          |     
|   |                        |                                              |                            |     
|   | 3.3                    | Deliveries
  to Escrow                       | 7                          |     
|   |                        |                                              |                            |     
|   | 3.4                    | Completion
  of Documents                    | 7                          |     
|   |                        |                                              |                            |     
|   | 3.5                    | Distribution
  of Funds and Documents        | 7                          |     
|   |                        |                                              |                            |     
|   |                        | (a)                                          | Payment of
  Encumbrances  | 7    | 
|   |                        |                                              |                            |      | 
|   |                        | (b)                                          | Recordation
  of Documents | 7    | 
|   |                        |                                              |                            |      | 
|   |                        | (c)                                          | Non-Recorded
  Documents   | 7    | 
|   |                        |                                              |                            |      | 
|   |                        | (d)                                          | Distribution
  of Funds    | 7    | 
|   |                        |                                              |                            |      | 
|   |                        | (e)                                          | Conformed
  Copies         | 7    | 
|   |                        |                                              |                            |      | 
|   | 3.6                    | Multiple
  Escrows                           | 8                          |     
|   |                        |                                              |                            |     
|4. | Title and
  Survey     | 8                                            |                           
|   |                        |                                              |                            |     
|   | 4.1                    | Title
  Commitment and Policy                | 8                          |     
|   |                        |                                              |                            |     
|   | 4.2                    | Survey                                       | 8                          |     
|   |                        |                                              |                            |     
|   | 4.3                    | Title and
  Survey Review                    | 8                          |     
|   |                        |                                              |                            |     
|   | 4.4                    | Additional
  Title Insurance Coverage        | 8                          |     
|   |                        |                                              |                            |     
|   | 4.5                    | Additional
  Survey Detail                   | 8                          |     
|   |                        |                                              |                            |     
|5. | Due
  Diligence Period | 9                                            |                           
|   |                        |                                              |                           
|   | 5.1                    | Due
  Diligence and Inspections by Purchaser | 9                          |     
|   |                        |                                              |                            |     
|   | 5.2                    | Purchasers
  Right of Entry on the Property | 9                          |     

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|    |                                              |                                                           |                       |      | 
|--- | -------------------------------------------- | --------------------------------------------------------- | --------------------- | ---- | 
|    |                                              |                                                           |                       | Page
|    |                                              |                                                           |                       |     
|    |                                              |                                                           |                       |     
|6.  | Representations
  and Warranties of Seller   | 10                                                        |                      
|    |                                              |                                                           |                      
|    | 6.1                                          | Representation
  and Warranties                           | 10                    |     
|    |                                              |                                                           |                       |     
|    | 6.2                                          | Remade at
  Closing; Notice of Breach by Seller; Survival | 12                    |     
|    |                                              |                                                           |                       |     
|    | 6.3                                          | Condition of
  the Property                               | 12                    |     
|    |                                              |                                                           |                       |     
|    |                                              | (a)                                                       | Disclaimers           | 12   | 
|    |                                              |                                                           |                       |      | 
|    |                                              | (b)                                                       | Hazardous
  Materials | 13   | 
|    |                                              |                                                           |                       |      | 
|7.  | Purchasers
  Representations and Warranties | 13                                                        |                      
|    |                                              |                                                           |                      
|    | 7.1                                          | Existence                                                 | 13                    |     
|    |                                              |                                                           |                       |     
|    | 7.2                                          | Authority of
  Purchaser                                  | 13                    |     
|    |                                              |                                                           |                       |     
|    | 7.3                                          | Authority of
  Representatives                            | 14                    |     
|    |                                              |                                                           |                       |     
|    | 7.4                                          | No Impedance
  to Consummation                            | 14                    |     
|    |                                              |                                                           |                       |     
|    | 7.5                                          | Binding
  Obligations                                     | 14                    |     
|    |                                              |                                                           |                       |     
|    | 7.6                                          | Financial
  Control Laws                                  | 14                    |     
|    |                                              |                                                           |                       |     
|8.  | Covenants                                    | 15                                                        |                      
|    |                                              |                                                           |                      
|    | 8.1                                          | Operation
  and Maintenance of Properties                 | 15                    |     
|    |                                              |                                                           |                       |     
|    | 8.2                                          | Violations                                                | 15                    |     
|    |                                              |                                                           |                       |     
|    | 8.3                                          | Miscellaneous
  Covenants                                 | 15                    |     
|    |                                              |                                                           |                       |     
|    | 8.4                                          | Ratings                                                   | 15                    |     
|    |                                              |                                                           |                       |     
|9.  | Casualty or
  Condemnation of Improvements   | 15                                                        |                      
|    |                                              |                                                           |                      
|10. | Closing                                      | 16                                                        |                      
|    |                                              |                                                           |                      
|    | 10.1                                         | Sellers
  Deliveries                                     | 16                    |     
|    |                                              |                                                           |                       |     
|    | 10.2                                         | Purchasers
  Deliveries                                  | 17                    |     
|    |                                              |                                                           |                       |     
|    | 10.3                                         | Prorations
  and Adjustments                              | 17                    |     
|    |                                              |                                                           |                       |     
|    | 10.4                                         | Expenses                                                  | 17                    |     
|    |                                              |                                                           |                       |     
|    |                                              | (a)                                                       | Seller                | 17   | 
|    |                                              |                                                           |                       |      | 
|    |                                              | (b)                                                       | Purchaser             | 17   | 

ii

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|    |               |                               |       |      | 
|--- | ------------- | ----------------------------- | ----- | ---- | 
|    |               |                               |       | Page
|    |               |                               |       |     
|    |               |                               |       |     
|    |               | (c)                           | Other | 17   | 
|    |               |                               |       |      | 
|11. | Possession    | 18                            |      
|    |               |                               |      
|12. | Default       | 18                            |      
|    |               |                               |      
|    | 12.1          | Default by
  Purchaser        | 18    |     
|    |               |                               |       |     
|    | 12.2          | Default by
  Seller           | 18    |     
|    |               |                               |       |     
|13. | Brokers       | 18                            |      
|    |               |                               |      
|    | 13.1          | Payments by
  Seller          | 18    |     
|    |               |                               |       |     
|    | 13.2          | Representation
  and Warranty | 18    |     
|    |               |                               |       |     
|    | 13.3          | Mutual
  Indemnity            | 18    |     
|    |               |                               |       |     
|14. | Notices       | 19                            |      
|    |               |                               |      
|15. | Miscellaneous | 19                            |      
|    |               |                               |      
|    | 15.1          | Entire
  Agreement            | 19    |     
|    |               |                               |       |     
|    | 15.2          | Binding
  Effect              | 19    |     
|    |               |                               |       |     
|    | 15.3          | Assignment
  by Purchaser     | 19    |     
|    |               |                               |       |     
|    | 15.4          | Governing
  Law               | 19    |     
|    |               |                               |       |     
|    | 15.5          | Time                          | 19    |     
|    |               |                               |       |     
|    | 15.6          | Survival                      | 19    |     
|    |               |                               |       |     
|    | 15.7          | Counterparts                  | 19    |     
|    |               |                               |       |     
|    | 15.8          | Confidentiality               | 20    |     
|    |               |                               |       |     
|    | 15.9          | 1031
  Exchange               | 20    |     
|    |               |                               |       |     
|    | 15.10         | Effectiveness                 | 20    |     
|    |               |                               |       |     
|    | 15.11         | Remedy
  Limited to Property  | 20    |     

iii

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REAL
ESTATE SALE AGREEMENT

THIS
REAL ESTATE SALE AGREEMENT (the Agreement) is made and entered into as of the
day and date appearing above the signatures of the parties hereto by and
between CAPLEASE, LP, a Delaware limited partnership (Purchaser), and ALLSTATE INSURANCE COMPANY, an Illinois insurance
corporation (Seller).

Recitals

A.          Seller
is the fee owner of the Properties (legally described in Exhibit A
attached hereto).

B.          Purchaser
desires to purchase from Seller and Seller desires to sell and convey or cause
to be sold and conveyed to Purchaser the Properties.

Agreements

NOW
THEREFORE, for and in consideration of the foregoing Recitals, which are made a
part hereof, the mutual promises, covenants and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser agree as follows:

1.        Definitions.

The
following terms have the following meanings:

Actual
Knowledge means, with respect to Seller, information in the physical
possession of, or otherwise known by, John Mulhern or, with respect to an
individual Property, the building engineer employed by Seller for such
Property; and, with respect to Purchaser, information in the physical
possession or otherwise known by officers or any supervisory employees of
Purchaser.

Affiliate
means, with respect to a specified person or entity, (a) any entity or person
that directly or indirectly through one or more intermediaries Controls, is
Controlled by or is under common Control with the specified person or entity,
(b) any other person that is an officer of, partner in, member of or trustee
of, or serves in a similar capacity with respect to, the specified person or of
which the specified person is an officer, partner, member or trustee, or with
respect to which the specified person serves in a similar capacity, (c) any
other person or entity that, directly or indirectly, is the beneficial owner of
twenty-five percent (25%) or more of any class of equity securities of, or
otherwise has a beneficial interest equivalent to such twenty-five percent
(25%) or more ownership interest in, the specified person or entity or of which
the specified person or entity is directly or indirectly the owner of
twenty-five percent (25%) or more of any class of equity securities or in which
the specified person or entity has a beneficial interest equivalent to such
twenty-five percent (25%) or more ownership interest.

Agreement
Date shall mean the date that the last of the parties signing this agreement
executes and delivers the Agreement.

---



Allstate
Lease has the meaning given in Section 11.

Broker
means only Colliers Bennett & Kahnweiler, Inc..

Closing
means the event at which the closing of the transaction contemplated hereby
takes place.

Closing
Date means the earlier of (a) five (5) business days following the expiration
of the Due Diligence Period, or (b) December 21, 2005, or such other date on
which the closing of the transaction contemplated hereby takes place as agreed
in writing by the parties.

Closing Time means beginning at 10:00 a.m. Chicago time on the Closing
Date.

Control
means the possession, directly or indirectly, of the power to direct or cause
the direction of management and policies, whether through the ownership of
voting securities, general or limited partnership interests, membership
interests or other manner of control.

Conveyance
Documents means documents to be delivered at Closing as identified in
Paragraph 10.1 hereof.

Due
Diligence Documents means those documents, if any, specified on Exhibit C
annexed hereto, but only to the extent that the same exist and are reasonably
available to Seller.

Due
Diligence Period means that period of time beginning on the date hereof and
ending on the 25th day after the Agreement Date.

Earnest
Money shall mean the sum of $3,000,000 to be deposited in cash in the Earnest
Money Escrow pursuant to Paragraph 3.1 hereof, together with all interest
earned thereon.

Earnest
Money Escrow means the escrow in which the Earnest Money is held as described
in Paragraph 3 hereof, and which may also be or become the Escrow.

Environmental
Laws is defined in Paragraph 6.1(f) hereof.

Escrow
or Escrows shall mean the escrow or escrows through which the transaction
contemplated hereby is closed.

Escrowee
means the Title Company (as defined below).

Hazardous
Material means any substance (gaseous, liquid, solid or combination) defined
as hazardous, toxic, dangerous or the like in, or pertaining regulated by, an
Environmental Law.

2

---



Improvements
means all buildings, improvements, and fixtures, including without limitation
HVAC and other building systems, now or hereafter located on the Properties.

Intended
Use means, with respect to the developed portions of the Properties, the same
use as currently employed by Seller, and with regard to the vacant portion,
such use as permitted by current zoning and local law.

Monetary
Liens mean any liens (including any deeds of trust or mortgages) securing
financing, any liens for delinquent taxes, and any mechanics or judgment
liens.

North
Carolina Property means the real estate and Improvements thereon commonly
known as 401 McCullough Drive, Charlotte, North Carolina, the legal description
of which is set forth on Exhibit A hereto, together with, if any, all
and singular the rights under all easements, cross-easements and reciprocal
easements, access and parking rights, appurtenances, passages, waters, water
courses, riparian rights, and restrictive covenants in favor of or benefiting
or arising in connection with any portion of the North Carolina Property, but
specifically excluding all of Sellers personal property.

Notice
Address means:

| |      |                              |                                                                                                                      |                            |                 
| | ---- | ---------------------------- | -------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------------
| | (i)  | With respect
  to Purchaser:
| |      |                             
| |      |                              | Caplease, LP
  110 Maiden Lane, 36th Floor
  New York, New York  10005                                              
| |      |                              | ATTN:                                                                                                                | Paul
  C. Hughes, Esquire 
| |      |                              |                                                                                                                      | Phone:                     | (212)
  217-6300
| |      |                              |                                                                                                                      | Fax:                       | (212)
  217-6301
| |      |                              |                                                                                                                      |                            |                 
| |      |                              | with copies
  to:                                                                                                   
| |      |                              |                                                                                                                      |                            |                 
| |      |                              | Wolf, Block,
  Schorr and Solis-Cohen
  1650 Arch Street, 22nd Floor                                                
| |      |                              | ATTN:                                                                                                                | Helene
  S. Jaron, Esquire
| |      |                              |                                                                                                                      | Phone:                     | (215)
  977-2038
| |      |                              |                                                                                                                      | Fax:                       | (215)
  405-2938
| |      |                              |                                                                                                                      |                            |                 
| | (ii) | With respect
  to Seller:   
| |      |                              |                                                                                                                      |                            |                 
| |      |                              | Allstate
  Insurance Company
  Allstate Plaza South, Suite G1D
  3075 West Sanders Road
  Northbrook, Illinois 60062
| |      |                              | ATTN:                                                                                                                | John
  Mulhern            
| |      |                              |                                                                                                                      | Phone:                     | (847)
  402-8061
| |      |                              |                                                                                                                      | Fax:                       | (847)
  402-0684

3

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| |       |                             |                                                                                                                 |                           |                          
| | ----- | --------------------------- | --------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------------------
| |       |                             |                                                                                                                 |                           |                          
| |       |                             | with copies
  to:                                                                                              
| |       |                             |                                                                                                                 |                           |                          
| |       |                             | Allstate
  Insurance Company
  Allstate Plaza South, Suite G5A
  3075 Sanders Road
  Northbrook, Illinois 60062
| |       |                             | ATTN:                                                                                                           | Investment
  Law Division
| |       |                             |                                                                                                                 | Phone:                    | (847)
  402-7547         
| |       |                             |                                                                                                                 | Fax:                      | (847)
  402-9882         
| |       |                             |                                                                                                                 |                           |                          
| |       |                             | and to:                                                                                                        
| |       |                             |                                                                                                                 |                           |                          
| |       |                             | Sandra L.
  Waldier, Esq.
  Bell, Boyd & Lloyd LLC
  Three First National Plaza, Suite 3100
  Chicago, IL 60602
| |       |                             |                                                                                                                 | Phone:                    | (312)
  807-4330         
| |       |                             |                                                                                                                 | Fax:                      | (312) 827-8178           
| |       |                             |                                                                                                                 |                           |                          
| | (iii) | With respect
  to Escrowee:
| |       |                             |                                                                                                                 |                           |                          
| |       |                             | First
  American Title Insurance Company
  30 North LaSalle Street, Suite 310
  Chicago, IL  60602             
| |       |                             | ATTN:                                                                                                           | Stephanie
  Sajdak       
| |       |                             |                                                                                                                 | Phone:                    | (800)
  333-3993 ext. 226
| |       |                             |                                                                                                                 | Fax:                      | (630)
  281-6207         

Pennsylvania
Property means the real estate and Improvements thereon commonly known as 1721
Cochran Road, Pittsburgh, Pennsylvania, the legal description of which is set
forth on Exhibit A hereto, together with, if any, all and singular the
rights under all easements, cross-easements and reciprocal easements, access
and parking rights, appurtenances, passages, waters, water courses, riparian
rights, and restrictive covenants in favor of or benefiting or arising in
connection with any portion of the Pennsylvania Property, but specifically
excluding all of Sellers personal property.

Permitted
Exceptions means (a) all exceptions to title identified on Exhibit B
annexed hereto, (b) all matters appearing on any Survey, (c) the Allstate Lease
and (d) the following:  (i) zoning
ordinances and regulations which do not restrict or prohibit the Properties
from being used for the Intended Uses; (ii) real property taxes which are not
yet due and payable; (iii) the standard printed exceptions on the Title
Commitment; (iv) liens or encumbrances which Seller elects to cause Title
Company issue a title endorsement insuring against damage caused by such lien
or encumbrance; and (v) any exception to, or condition of, title arising from a
document recorded by or with the permission of Purchaser or arising from a
document recorded by, or the actions of, Purchaser or any person or entity
whose claim arises with the permission of or as a result of the actions of
Purchaser(such as a mechanics lien or a right to claim a mechanics lien);
provided, however, Permitted Exceptions shall not include Monetary Liens

4

---



unless Seller
causes the Title Company to issue a title endorsement insuring against damage
caused by such Monetary Liens at Sellers cost and expense.

Place
of Closing means the Title Companys office in Chicago, Illinois.

Properties
means, collectively, the North Carolina Property, the Pennsylvania Property and
the Virginia Property.

Property
means, individually, any one of the North Carolina Property, the Pennsylvania
Property and the Virginia Property.

Purchase Price means the sum of Fifty Nine Million Dollars ($59,000,000),
allocated as follows:

|                           |  |   |            | 
|-------------------------- |  | - | ---------- | 
|North
  Carolina Property: |  | $ | 27,200,000 | 
|                           |  |   |            | 
|Pennsylvania
  Property:   |  | $ | 2,900,000  | 
|                           |  |   |            | 
|Virginia
  Property:       |  | $ | 28,900,000 | 

Purchaser
means CapLease, LP, a Delaware limited partnership.

Seller
means Allstate Insurance Company, an Illinois insurance corporation.

Seller
Group means Seller and any shareholder, owner, officer, director, employee,
and Affiliate of Seller.

Survey
means both individually and collectively, the surveys prepared in accordance
with the 1999 Minimum Standard Detail Requirements for Land Title Surveys
adopted by the American Land Title Association, which include Table A items 2,
3, 4, 7(a), 8, 9, 10, 11(a), and 14 further identified as follows:

|                                                                                                                                |                                                                                                                                    |  |                                                                       
|------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------
|                                                                                                                                | North
  Carolina Property:  prepared by Robinson & Sawyer, Inc. as
  Project No. 4037.20, dated September 20, 2005.               
|                                                                                                                                |                                                                                                                                   
|                                                                                                                                | Pennsylvania
  Property:  prepared by Civil &
  Environmental Consultants, Inc. as Drawing Number 051-286, dated August 8,
  2005.
|                                                                                                                                |                                                                                                                                   
|                                                                                                                                | Virginia
  Property:  Lumsden Associates, P.C. as
  Job No. 05-222, dated August 12, 2005.                                        
|                                                                                                                                |                                                                                                                                   
|Title Commitment means, collectively, the following title commitments
  prepared by the Title Company, identified as follows:
|                                                                                                                                |                                                                                                                                    |  | North
  Carolina Property:  C089002306,
  effective date May 26, 2005.
|                                                                                                                                |                                                                                                                                    |  |                                                                       
|                                                                                                                                |                                                                                                                                    |  | Pennsylvania
  Property: NCS-167812-CHI1, effective date May 31, 2005.
|                                                                                                                                |                                                                                                                                    |  |                                                                       
|                                                                                                                                |                                                                                                                                    |  | Virginia
  Property: NCS-167815-CHI1, effective date June 2, 2005.    
|                                                                                                                                |                                                                                                                                    |  |                                                                       
|Title
  Company means First American Title Insurance Company.                                                                

5

---



Title
Policy means, collectively, Owners ALTA Form B-1992 Policies of Title
Insurance for each of the Properties, to be issued by the Title Company in the
aggregate amount of the Purchase Price and in accordance with the Title
Commitment and the terms of this Agreement.

Virginia
Property means the real estate and Improvements thereon commonly known as 1819
Electric Road, Roanoke, Virginia, the legal description of which is set forth
on Exhibit A hereto, together with, if any, all and singular the rights
under all easements, cross-easements and reciprocal easements, access and
parking rights, appurtenances, passages, waters, water courses, riparian
rights, and restrictive covenants in favor of or benefiting or arising in
connection with any portion of the Virginia Property, but specifically
excluding all of Sellers personal property.

2.       Sale
and Conveyance.

Seller
agrees to sell, transfer, assign and convey, or cause to be sold, transferred,
assigned and conveyed, to Purchaser, and Purchaser agrees to purchase from
Seller, for the Purchase Price and upon the terms and conditions contained
herein, the Properties, subject only to the Permitted Exceptions.  The balance of the Purchase Price, after the
credit of the Earnest Money and prorations, adjustments and other credits
required or contemplated hereunder, shall be paid in cash at Closing.

3.       Escrow.

The
transaction contemplated hereby shall be closed through the Escrow(s) in
accordance with the terms and conditions of this Agreement.

3.1     Earnest
Money.  Within one (1) business day
after the Agreement Date, Purchaser shall deposit a portion of the Earnest
Money in the amount of $1,000,000 in a strict joint order escrow (the Earnest
Money Escrow) established with Escrowee pursuant to Escrowees standard
form strict joint order escrow agreement, with such additional or special
provisions therein as are required to conform with the terms of this Agreement,
including, without limitation, provisions providing that (i) upon receipt of
written notice from Seller that Purchaser is in default under this Agreement
after the expiration of all applicable notice, grace and cure periods, the
Earnest Money shall be delivered to Seller, (ii) the cost of the Earnest Money
Escrow (as charged by Escrowee) shall be shared equally between Purchaser and
Seller, and (iii) the Earnest Money shall be invested in a manner acceptable to
Purchaser.  Within one (1) business day
after the expiration of the Due Diligence Period, provided Purchaser has not
terminated the Agreement pursuant to Section 5.1(a) hereof, Purchaser shall deposit
the additional $2,000,000 of Earnest Money in the Earnest Money Account.  Except as expressly provided to the contrary
herein, the Earnest Money shall be applied to the Purchase Price at Closing and
any interest earned on the Earnest Money shall be payable to Purchaser.  The Earnest Money shall be non-refundable to
Purchaser except as specifically provided otherwise in this Agreement.

3.2     Escrow
Instructions.  The Escrow(s) shall
be maintained solely for the purpose of holding and disbursing monetary
deposits and documents as directed by Purchaser and Seller,

6

---



and Escrowee
is hereby directed to disburse funds held by it in accordance with the terms of
this Agreement, or as otherwise set forth in written instructions executed by
both Purchaser and Seller.  The parties
shall execute any escrow instructions reasonably required by Escrowee to
consummate the transaction provided for herein; provided, however, such escrow
instructions shall not modify the provisions of this Agreement, unless such
instructions (a) state the modification in full, and (b) are signed by both
parties.

3.3     Deliveries
to Escrow.  On or before the Closing
Time, each party shall timely deliver to the Escrow(s) all funds and documents
required to complete the Closing under the terms of this Agreement, including,
but not limited to, prorated amounts and other payments required hereunder and
an approved estimated closing statement prepared by Escrowee and approved by
Seller and Purchaser.  Failure by a
party to make any such delivery shall constitute a material default by such
party hereunder.

3.4     Completion
of Documents.  Escrowee is
authorized to collate counterparts of documents deposited in Escrow.

3.5     Distribution
of Funds and Documents.  At Closing
Escrowee shall do each of the following:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)          Payment
  of Encumbrances.  Pay the amount
  required to release any liens and encumbrances of a definite or ascertainable
  amount which are not Permitted Exceptions and the payment of which are
  permitted hereunder, utilizing funds to which Seller shall be entitled at
  Closing.                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b)          Recordation
  of Documents.  Submit to the
  county recorder or register of the applicable counties, the deeds and each
  other document to be recorded under the terms of this Agreement or by general
  usage, and, after recordation, cause the county recorder to mail the deeds to
  Purchaser and each other such documents to the grantee, beneficiary or person
  acquiring rights thereunder or for whose benefit said document was recorded
  or as otherwise specified in instructions to Escrowee.                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c)          Non-Recorded
  Documents.  Deliver by United
  States mail, or hold for personal pickup, if requested, or deliver by
  messenger service, if requested:  (1)
  the Title Policy to Purchaser; and (2) each other non-recorded document
  received hereunder to the payee or person acquiring rights thereunder or for
  whose benefit said document was acquired or as otherwise specified in
  instructions to Escrowee.                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d)          Distribution
  of Funds. The Closing shall be a
  so-called New York Style closing, as referred to in Paragraph 10 hereof.
  When Escrowee is irrevocably committed to issue the Title Policy in the
  required form (regardless of whether the deed has been recorded), Escrowee
  shall distribute, pursuant to unilateral instructions to be given by the
  recipient:  (1) to Seller, or order,
  the cash portion of the Purchase Price, adjusted for prorations, charges and
  other credits and debits provided for herein, and (2) to Purchaser, or order,
  any excess funds delivered to Escrowee by Purchaser.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e)          Conformed
  Copies.  Subject to subsections
  3.5(b) and (c) above, after Closing, Escrowee shall deliver to Seller and
  Purchaser copies of all fully executed                                                                                                                                                                                                                                                                                                                                                                                                                                                           

7

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| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | documents
  and escrow instructions.  Each
  recorded document shall be conformed to show the recording date and file
  number.

3.6     Multiple
Escrows. The transaction
contemplated by this Agreement may, at the request of either Purchaser or
Seller, be closed through two (2) or more Escrows.  The cost of such additional Escrow(s) shall be borne by the party
requesting the same.

4.          Title
and Survey.

4.1     Title
Commitment.

Seller
has delivered or caused to be delivered to Purchaser the Title Commitment,
including copies of all underlying documents relating to the Title Commitment
(collectively, the Title Information).

4.2     Survey.

Seller
has delivered the Survey to Purchaser.
Seller shall, prior to Closing, cause each Survey to be certified to
Purchaser, any permitted assignee of Purchaser, Purchasers lender, if any, and
the Title Company.

4.3     Title
and Survey Review

(a)          Based
on Purchasers review of the Title Commitment and Survey, Purchaser has
approved the Permitted Exceptions.

(b)          If
any title matters which are not Permitted Exceptions are not cured by Seller
prior to Closing or will not be cured by Seller at Closing, and Purchaser does
not elect to waive Purchasers right to receive title to the subject Property
that conforms to the requirements of this Section 4, Purchaser may terminate
this Agreement by delivering written notice to Seller on or before the Closing
Date (in which event the Earnest Money, and any interest thereon, shall
forthwith be returned to Purchaser).

4.4     Additional
Title Insurance Coverage. Purchaser may elect to
obtain such additional title insurance coverage and any endorsements as it
deems appropriate, subject to the following conditions:

(a)          Provision
of such coverage (other than extended coverage, which shall be a condition of
Closing) shall not be a condition of Closing;

(b)          Provision
of such coverage shall not extend the Due Diligence Period or delay Closing;
and

(c)          Purchaser
shall pay any and all cost of obtaining such coverages (other than extended
coverage which will be Sellers cost).

4.5     Additional
Survey Detail. Purchaser may elect to
have any Survey revised with greater detail as it deems appropriate, subject to
the following conditions:

8

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(a)          Receipt
of such revised Survey shall not be a condition of Closing;

(b)          Receipt
of such revised Survey shall not extend the Due Diligence Period or delay
Closing; and

(c)          Purchaser
shall pay any and all cost of obtaining any such revisions.

5.       Due
Diligence Period.

5.1     Due
Diligence and Inspections by Purchaser.

(a)          During
the Due Diligence Period, Purchaser may, subject to Section 5.2 hereof, make
such review, consideration, study, test or the like of the Properties and of
any and all matters concerning the Properties (including, but not limited to,
zoning, availability of title insurance coverages and endorsements,
environmental and physical condition, engineering studies, adequacy and
condition of utility service and governmental approvals) as the Purchaser, in
its sole discretion, deems appropriate.
Seller has, prior to the Agreement Date, delivered the Due Diligence
Documents to Purchaser.  Seller shall
deliver such additional documentation as may be reasonably requested by
Purchaser within three (3) business days after such request to the extent
within Sellers possession or control.
In the event Purchaser discovers any recognized environmental condition
(other than the incident disclosed for the North Carolina Property in the environmental
reports described in Exhibit C) or any physical condition for which Purchaser
anticipates incurring losses or costs beyond the term of the Allstate Lease,
Purchaser shall deliver written notice thereof to Seller prior to the
expiration of the Due Diligence Period.
If Seller is either unable or unwilling to cure such condition or defect
during the term of the Allstate Lease, Purchaser may terminate this Contract,
whereupon all Earnest Money (including all interest earned thereon) shall be
immediately refunded to Purchaser.  In
the event Purchaser discovers that any of the Properties is an illegal use
under applicable zoning laws, or a legal nonconforming use such that the
permissible restoration of such Property would result in a materially
diminished value, Purchaser may terminate this Contract by delivering written
notice thereof to Seller prior to the expiration of the Due Diligence Period,
whereupon all Earnest Money (including all interest earned thereon) shall be
immediately refunded to Purchaser.  If
Purchaser shall fail to deliver any notice to Seller under this Section,
Purchaser shall have waived its right to raise any conditions or defects, and
shall proceed to close the transaction contemplated herein.

5.2     Purchasers
Right of Entry on the Property.  During normal business hours and upon
reasonable prior notice, Purchaser and its agents, representatives and
contractors, shall have the right to enter onto the Properties, accompanied by
an agent or employee of Seller, for purposes of performing any study or test it
desires (including, but not limited to, environmental), so long as Purchaser
does not change the present character of the Properties or unreasonably
interfere with Sellers, owners or any tenants use thereof, provided,
however, that Purchaser shall not be entitled to either perform any invasive
testing on the Properties without Sellers prior written consent, which consent
may be withheld in Sellers sole and absolute discretion.  Purchaser shall immediately repair or
restore any physical damage, whatsoever, to the Property, or any property of
Seller, owner or any tenant or contractor, which results from or relates to the
presence or activity of Purchaser or Purchasers representatives, agents,
employees, contractors

9

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or
subcontractors on or about the Property.
Purchaser agrees to, and shall, indemnify, defend and hold Seller Group
harmless from and against any and all loss, cost, damage, liability or expense
(including attorneys fees for the defense of Seller Group by attorneys of
Sellers choosing) in any way relating to personal injury or property damage
arising from, the presence or activity of Purchaser or its agents,
representatives, employees, contractors or subcontractors, in, on or about the
Property; Purchaser shall pay all amounts due with respect to labor or services
performed for it with respect to the Properties, and shall immediately remove
any mechanics lien which may arise as a result of Purchasers inspection.  Purchaser shall carry insurance coverages
with respect to the presence or activity in, on or about the Property of
Purchaser or Purchasers representatives, agents, employees, contractors or
subcontractors.

6.       Representations
and Warranties of Seller.

6.1     Representation
and Warranties.  Seller makes no representation or warranty
as to any matter or fact except as expressly set forth herein.  Seller hereby represents and warrants to
Purchaser that, on the Agreement Date:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)          Authority.
Seller has full legal right, power and
  authority to execute and deliver this Agreement and to fully perform all of
  its obligations hereunder without need of any further action by or on its
  behalf, or that of any manager, member, lender, owner, shareholder, partner,
  director or other such person (including, without limitation, any
  governmental agency), all of such action having already been taken.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | (b)          Existence.
Seller is duly formed, validly existing
  and in good standing in the state of its organization and Seller is qualified
  to do business in the state in which the Property is located.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | (c)          Authority
  of Representatives.  The persons
  executing this Agreement, and any other documents required on behalf of
  Seller hereunder, are duly authorized, directed and empowered to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | (d)          Binding
  Obligations.  Sellers obligations
  contemplated hereby and the execution, delivery and performance of this
  Agreement by Seller will not result in a breach of, or constitute a default
  under any instrument or agreement to which Seller is bound.  Sellers obligations and responsibilities
  hereunder are valid and binding obligations of Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | (e)          Assessments,
Condemnation, Zoning, Violation of Law.
Except as disclosed in Schedule 6.1 or in the Due Diligence Documents,
Seller has no Actual Knowledge, and has not received written notice, of any
pending special assessments, reassessments, condemnation proceedings, change
in zoning or roadway, water or sewer construction affecting any portion of
the Property, or of any violation of any applicable statutes, ordinances,
codes (including, without limitation, fire codes), covenants, conditions and
restrictions or rules and regulations of any governmental authority having
jurisdiction over the Properties.
Seller has no Actual Knowledge, and has not received written notice,
that any Property is not in compliance with all restrictive covenants,
easement agreements, governmental requirements, zoning laws, and deed
restrictions.

10

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (f)          Litigation.
Seller has no Actual Knowledge of any
litigation pending or threatened in writing affecting any Property or, which,
if determined adversely to the interests of Seller, would materially
adversely affect the transfers, conveyances and assignments contemplated
hereby or the execution, delivery or enforceability of this Agreement or any
document or instrument to be executed and delivered pursuant to this
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (g)          Environmental
  Matters.  Except as disclosed in
  the environmental reports described in Exhibit C, to Sellers Actual
  Knowledge, none of the Properties are in violation of any environmental,
  health and human safety laws (and all rules and regulations promulgated
  thereunder), including, but not limited to, the Occupational Safety and
  Health Act (OSHA), the Toxic Substances Control Act (TSCA), the Resource
  Conservation and Recovery Act, the Clean Air Act (CAA), the Clean Water Act
  (CWA), the Comprehensive Environmental Response, Compensation and Liability
  Act of 1980 and the 1986 Superfund Amendments and Reauthorization Act
  (CERCLA), the National Environmental Policy Act (NEPA), the Refuse Act
  (RA), the Safe Drinking Water Act (SDWA), and any other federal, state or
  local law and regulations promulgated under each of those statutes and any
  amendments thereto, as well as applicable Department of Transportation
  regulations (collectively the Environmental Laws).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (h)          Foreign
  Persons.  Seller is not a foreign
  person as that term is defined in Section 1445(f)(3) of the Internal
  Revenue Code, as amended, of the United States of America (the Code).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (i)          Bankruptcy.
To Sellers Actual Knowledge, no petition
  has been filed by or against Seller under the Federal Bankruptcy Code or any
  similar state or federal law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (j)          Insurance.
Seller has not received any written notice
  from any insurance company that carries any of Sellers insurance with
  respect to any Property that any portion of any Property violates any
  building, fire, or health code, statute, ordinance, rule or regulation
  applicable to such Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (k)          Options.
To Sellers Actual Knowledge, there are no
  rights of first refusal, options or other agreements binding upon Seller
  whereby any individual or entity has the right to purchase all or any part of
  the Properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (l)          Employees.
To Sellers Actual Knowledge, there are no
  employees of the Property or Seller who will become employees of Purchaser or
  for which Purchaser shall be responsible in any way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | (m)          Unions.
To Sellers Actual Knowledge, there are no
  collective bargaining agreements, other union contracts of any nature,
  pension plans or other benefit plans of any nature in existence to which
  Seller is a party and which affect the Property or the operation thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

11

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| |                                                                                                                                                                                                             | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (n)          Non-disclosure.
To Sellers Actual Knowledge, there is no
  fact which has not been disclosed which materially adversely affects the fair
  market value, use and operation of the Properties.
| |                                                                                                                                                                                                             | 
| | (o)          Leases
  and Service Contracts.  Other than
  the Allstate Lease, there are no leases or service contracts that will inure
  to or be binding upon Purchaser after the Closing Date.          

6.2     Remade
at Closing; Notice of Breach by Seller; Survival.  The foregoing representations and warranties
shall, except as modified in writing by notice to Purchaser as provided in the
following sentence, be deemed to be remade as of the Closing Date.  Seller covenants and agrees to notify
Purchaser of any state of facts which would constitute a breach of or render
inaccurate any of the foregoing representations or warranties immediately after
becoming aware of same.  The foregoing
representations and warranties shall survive the Closing for a period of twelve
(12) months after the Closing Date.

6.3     Condition
of the Property.

(a)       Disclaimers.
Except as expressly provided herein or in
any of the Conveyance Documents:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1)          Seller
  makes no representations or warranties, express or implied, as to the size or
  physical condition of any Property or the Improvements thereon (including,
  but not limited to, the existence of Hazardous Material on any Property), any
  matter or fact disclosed in documents delivered to Purchaser,  or any matter or fact discovered by or of
  which Purchaser has Actual Knowledge before or during the Due Diligence
  Period or in connection with any matter relating to its condition (including,
  but not limited to, the existence of Hazardous Material on any Property),
  economic value, marketability, merchantability, feasibility, fitness,
  suitability or use, or any document or other information on which Purchaser
  has relied upon directly or indirectly.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | (2)          Purchaser
  expressly waives and negates the right to receive from Seller any express or
  implied warranties (other than as specifically provided in this Agreement or
  in the Conveyance Documents) with respect to all implied warranties of
  merchantability, condition, suitability or fitness for any particular
  purpose, and all warranties with respect to quality, capacity, workmanship
  and latent defects.                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | (3)          Purchaser
  acknowledges that the purchase of the Properties will be on the basis of
  Purchasers own investigation thereof and in reliance on the express
  representations and warranties contained herein and in the Conveyance
  Documents, with respect to, but not limited to:  (i) the physical conditions of the Properties, including the
  soils, subsurface and environmental conditions thereof; and (ii) the economic
  value, marketability, merchantability, feasibility, suitability or use of the
  Properties.                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | (4)          Purchaser
  will acquire the Properties in an AS IS condition.  Purchaser assumes the risk that adverse
  physical conditions or the applicability and effect of such governmental
  laws, regulations and requirements may not have been revealed by Purchasers
  investigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

12

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| |                                                                                                                                                                                                                                                                                                                                          | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (5)          Seller
  shall have no obligation to correct any conditions or alleged defects
  discovered by Purchaser during the course of its investigation or thereafter.                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                          | 
| | (6)          No
  representation, warranty, statement (written or oral) or document given or
  provided by the Broker representing Seller shall be attributed to Seller nor
  relied on by Purchaser unless Seller has represented and warranted same
  specifically herein or in any of the documents delivered by Seller at
  Closing.

(b)       Waiver
and Release.  Except for fraud or
intentional misrepresentation, or as set forth in Paragraphs 6.2, 12.2 and
15.11 hereof, Purchaser waives any and all rights to recover from Seller and
its partners and affiliates, and their respective shareholders, directors,
officers, employees, agents, successors and assigns, for any and all
liabilities, liens, claims, damages, costs, expenses, suits or judgments
(including attorneys fees and costs), whether direct or indirect, known or
unknown, foreseen or unforeseen (collectively, Claims), which may arise from
or are in any way connected with the size or physical conditions of any
Property or any law or regulation applicable hereto or Environmental Laws now
or hereafter applicable thereto, including, but not limited to, Claims arising
from or related to soils, subsurface, geotechnical, seismic, hydrological or
environmental conditions of any Property or defects in the design, engineering
or construction of Improvements now or hereafter located on any Property.

(c)       Hazardous
Materials.  If Purchaser should discover during its
investigation of any Property any Hazardous Material (as defined in any
Environmental Laws then in effect) other than Hazardous Materials fully
disclosed in the environmental reports delivered to Purchaser as part of the
Due Diligence Documents, including asbestos or asbestos-bearing materials, or
any other environmental condition subject to legal requirements for corrective
or remedial action, Purchaser shall immediately notify Seller in writing of the
same but, except to the extent required by law, shall otherwise hold such
information in complete confidence.  If
Closing occurs, regardless of whether or not Purchaser has knowledge of the
existence of any Hazardous Material or other environmental condition violative
of any Environmental Law or requiring corrective or remedial action, Seller
shall have no liability to Purchaser arising out of such discovery (other than
based upon the express representations set forth in Paragraph 6.1 of which
Purchaser does not have Actual Knowledge of breach prior to Closing or as
otherwise provided in the Allstate Lease).

7.       Purchasers
Representations and Warranties.

Purchaser
agrees, represents and warrants, which representations and warranties shall
survive Closing, that, as of the date hereof and as of the Closing (or earlier
with respect to Paragraph 7.2):

| |                                                                                                                                                                                                                                                                                               | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 7.1          Existence.
Purchaser is duly formed, validly existing
  and in good standing in the state of its organization and, on or before the
  Closing, Purchaser will be qualified to do business in the state in which the
  Property is located, to the extent required by such state.
| |                                                                                                                                                                                                                                                                                               | 
| | 7.2          Authority
  of Purchaser.  Purchaser has full legal right, power and
  authority to execute and deliver this Agreement and to fully perform all of
  its obligations hereunder                                                                                                  

13

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | without need
  of any further action by or on its behalf, or that of any manager, member,
  lender, owner, shareholder, partner, director or other person or entity
  (including, without limitation, any governmental agency), all of such action
  having already been taken.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 7.3          Authority
  of Representatives. The persons executing
  this Agreement, and any other documents required on behalf of Purchaser
  hereunder, are duly authorized, directed and empowered to do so.  If any person is, itself, other than an
  individual, then such entity joins in, and hereby remakes for the benefit of
  Seller, all of the representations and warranties of Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 7.4          No
  Impedance to Consummation.  Purchaser has no Actual Knowledge of any
  litigation or governmental proceeding pending or threatened in writing which,
  if determined adversely to the interests of Purchaser, would materially
  adversely affect the transfers, conveyances and assignments contemplated
  hereby or the execution, delivery or enforceability of this Agreement or any
  document or instrument to be executed and delivered pursuant to this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 7.5          Binding
  Obligations.
  Purchasers obligations contemplated hereby and the execution,
  delivery and performance of this Agreement by Purchaser will not result in a
  breach of, or constitute a default under any instrument or agreement to which
  Purchaser is bound.  Purchasers
  obligations and responsibilities hereunder are valid and binding obligations
  of Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | 7.6          Financial
  Control Laws.  Purchaser is in full compliance with all
  applicable laws and regulations of the United States of America that
  prohibit, regulate or restrict financial transactions, and any amendments or
  successors thereto and any applicable regulations promulgated thereunder
  (collectively, the Financial Control Laws), including but not limited to
  those related to money laundering offenses and related compliance and
  reporting requirements (including any money laundering offenses prohibited
  under the Money Laundering Control Act, 18 U.S.C. Sections 1956, 1957 and the
  Bank Secrecy Act, 31 U.S.C. Sections 5311 et seq.) and the Foreign Assets
  Control Regulations, 31 C.F.R. Section 500 et seq. Purchaser is not a Barred
  Person (hereinafter defined) nor is Purchaser owned or controlled, directly
  or indirectly, by any Barred Person; and Purchaser is not acting, directly or
  indirectly, for or on behalf of any Barred Person.  Barred Person means: (i) any person, group or entity named as
  a Specially Designated National and Blocked Person or as a person who
  commits, threatens to commit, supports, or is associated with terrorism as
  designated by the United States Department of the Treasurys Office of Foreign
  Assets Control (OFAC), (ii) any person, group or entity named in the lists
  maintained by the United Stated Department of Commerce (Denied Persons and
  Entities), (iii) any government or citizen of any country that is subject to
  a United States Embargo identified in regulations promulgated by OFAC and
  (iv) any person, group or entity named as a denied or blocked person or
  terrorist in any other list maintained by any agency of the United States
  government. Purchaser understands and has been advised by legal counsel on
  the requirements of the Financial Control Laws.

14

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8.       Covenants.

Between
the date hereof and the Closing, or such other time period as specified, so
long as Purchaser is not in breach or default hereof, Seller covenants that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 8.1          Operation
  and Maintenance of Properties.  Seller shall operate the Properties in the ordinary course and
  in the same manner as on the Agreement Date.
  Seller may execute, renew, modify or terminate any agreements in the
  same manner as provided in the Allstate Lease.  Seller shall maintain the Properties in the same condition and
  repair as exist at the Agreement Date, casualty and ordinary wear and tear
  excepted.                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | 8.2          Violations.
Seller shall immediately notify Purchaser upon receipt of
written notice of any violation occurring after the date hereof of zoning,
building, fire, health, safety, environmental or other statutes, laws,
ordinances, codes, regulations or orders relating or referring to any
Property, and shall immediately upon receipt send to Purchaser a copy of any
such notice.                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | 8.3          Miscellaneous
  Covenants.  Seller agrees to (a) pay, prior to
  delinquency, all real property and personal property taxes, if any, which
  become due and payable prior to Closing, (b) seek no changes in the zoning
  classification of any Property, (c) maintain all property and liability
  insurance historically carried in connection with the Properties, (d) not
  place any liens or encumbrances against the Properties or subject the
  Properties to any covenants, conditions, restrictions, easements or similar
  matters, (e) remove or provide title insurance over all Monetary Liens prior
  to or on the Closing Date, and (f) promptly advise Purchaser of the
  commencement of any litigation by or against Seller pertaining to any Property.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | 8.4          Rating.
As of the Agreement Date, and as of the
  Closing Date, the long-term unsecured debt of The Allstate Corporation
  (AllCorp), Sellers parent, shall not be rated less than investment grade
  by Standard & Poors, a division of The McGraw-Hill Companies, Inc. and
  Moodys Investors Service.
  Notwithstanding the foregoing, Purchaser is not relying on the credit
  of AllCorp in entering into this Agreement or the Allstate Lease.  Purchaser acknowledges that AllCorp is not
  a party to and has no obligations or liability under this Agreement or the
  Allstate Lease.                                                                                                                                                                      

9.       Casualty
or Condemnation of Improvements.

If,
prior to Closing, any portion of the Properties is destroyed, damaged, or
becomes the subject of a condemnation or eminent domain proceeding, Seller
shall immediately notify Purchaser in writing of such event.  However, Closing shall proceed as scheduled
and Seller shall cause the subject Property to be repaired and restored to the
condition that existed prior to the occurrence of the casualty in accordance
with the Allstate Lease.  In the event
the Allstate Lease, if in effect at the time of the casualty or condemnation,
would provide Seller with an opportunity to terminate the Allstate Lease or
abate rent thereunder, Purchaser may elect to terminate this Agreement, in
which event the Earnest Money, after deduction of Purchasers share of any
Escrow fees, shall be returned to Purchaser and, except for Paragraphs 5.2, 13
and 15.8, this Agreement shall be void and of no further force and effect.

15

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10.      Closing

The
Closing shall occur at the Closing Time in the Title Companys offices, whether
in person or by mail, and shall be a so-called New York Style closing whereby
the Purchase Price and all documents are delivered simultaneously with the
Title Company then irrevocably committed, pursuant to a GAP Undertaking
provided by Seller, to issue the Title Policy, subject only to the Permitted
Exceptions, without having first recorded the deeds and later-dated the Title
Commitment.

10.1     Sellers
Deliveries. At the Closing, Seller shall deliver or cause to be delivered to
Escrowee in customary form and substance where not otherwise described or form
attached as an exhibit, the following (collectively, the Conveyance
Documents):

| |                                                                                                                                                                                                                                                                                                                           | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)          Deeds.
A duly executed, witnessed and
acknowledged Special Warranty Deed for each Property, in recordable form,
conveying the Properties;                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                          
| | (b)          Transfer
Declarations. State, county and, if
applicable, municipal real estate transfer declarations executed by Seller or
(if allowed by applicable law) its/their agent, and to the extent required by
applicable law, transfer stamps.                                                                   
| |                                                                                                                                                                                                                                                                                                                          
| | (c)          Closing
Statement. A counterpart of a closing
statement signed by Seller or its/their agent, reflecting payment by Seller
of all amounts required to be paid or credited by Seller pursuant to this
Agreement.                                                                                              
| |                                                                                                                                                                                                                                                                                                                           | 
| | (d)          Certificate
of Representations and Warranties. A
certificate from Seller certifying to Purchaser that, to the extent accurate,
all representations and warranties of Seller are in all material respects
true and correct as of Closing.                                                                    
| |                                                                                                                                                                                                                                                                                                                           | 
| | (e)          FIRPTA.
A certificate of non-foreign status
  pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                           | 
| | (f)          Original
  Documents and Keys.  (i) all keys
  or combinations in Sellers possession pertaining to the Properties, and (ii)
  all correspondence and tenant files in Sellers possession relating to the
  Properties.                                                                                     
| |                                                                                                                                                                                                                                                                                                                           | 
| | (g)          Deed
  and Money Escrow Instructions.
  Deed and Money Escrow Instructions in accordance with the provisions
  of this Agreement.                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                           | 
| | (h)          Allstate
Lease. A counterpart of the Allstate
Lease signed by Allstate.                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                           | 
| | (i)          Miscellaneous.
Such other certificates, documents and
instruments, including, without limitation, a GAP Undertaking and an ALTA
Statement, as are reasonably required and customary to effectively transfer
the Properties to Purchaser and otherwise effect the transaction contemplated
in this Agreement.

16

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10.2     Purchasers
Deliveries. At the Closing Purchaser shall deliver or cause to be delivered
to Escrowee:

| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)          Purchase
  Price.  The balance of the
  Purchase Price, after the credit of the Earnest Money, prorations,
  adjustments and other credits required or contemplated hereunder, by wire
  transfer received by 1:00 p.m. Chicago time on the Closing Date.
| |                                                                                                                                                                                                                                                                       
| | (b)          Closing
  Statement.  A counterpart of the
  closing statement signed by Purchaser.                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                       
| | (c)          Transfer
  Declarations.  State, county and,
  if applicable, municipal real estate transfer declarations executed by
  Purchaser or (if allowed by applicable law) its/their agent.                                                                     
| |                                                                                                                                                                                                                                                                       
| | (d)          Deed
  and Money Escrow Instructions.  A
  counterpart of the Deed and Money Escrow Instructions signed by Purchaser.                                                                                                                                    
| |                                                                                                                                                                                                                                                                       
| | (e)          Allstate
Lease. A counterpart of the Allstate
Lease signed by Purchaser.                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                       
| | (f)          Miscellaneous.
Such other documents and instruments as
  may be reasonably required by any other provision of this Agreement or as may
  reasonably be required to carry out the terms and intent of this Agreement.                                     

10.3     Prorations
and Adjustments.

Under the
provisions of the Allstate Lease, Seller, as tenant, shall remain liable for
payment of real estate taxes and all utilities.  Therefore, these items, which would customarily be prorated at
Closing, shall not be prorated and shall be payable by Seller as provided in
the Allstate Lease.

10.4     Expenses.

(a)          Seller.
There shall be paid by Seller the cost of
  the basic Title Policy and extended coverage (but not the other endorsements
  or the cost of other coverages required by Purchaser), fees of releasing
  liens or encumbrances, fees for recording releases of such liens or
  encumbrances, Survey charges (but not the charges for additional detail
  required by Purchaser), state, county and one-half (1/2) of the municipal
  transfer taxes, and one-half (1/2) of the fee charged by the Title Company
  for assistance in consummating the Closing through one Escrow (the Closing
  Fee).

(b)          Purchaser.
There shall be paid by Purchaser the cost
  of any additional title insurance coverage and endorsements required or
  obtained by Purchaser or its lender (if any), all recording and title charges
  relating to Purchasers financing, one-half (1/2) of the municipal transfer
  taxes, and one-half (1/2) of the Closing Fee.

(c)          Other.
Other costs, charges, and expenses shall
  be paid as provided in this Agreement, or in the absence of such provision,
  in accordance with local law or custom.
  Each party shall pay its own legal fees.

17

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11.      Possession.

At closing,
Seller and Purchaser shall enter into the Lease Agreements attached hereto as Exhibit
D (collectively, the Allstate Lease), and Seller shall remain in
possession of the Property after the closing in accordance with the provisions
of the Lease. The Property shall be used, maintained, surrendered and delivered
to Purchaser in accordance with the provisions of the Lease.  The Property shall be in such condition as
required by the provisions of the Lease.

12.     Default.

12.1    Default
by Purchaser. In the event of Purchasers default hereunder or under any other
documents executed and delivered by Purchaser pursuant to the terms hereof,
Seller shall be entitled to any and all rights and remedies available to Seller
at law or in equity; provided, however, that in no event shall Seller be
entitled to any consequential damages including, without limitation, any claim
for damages as a result of lost profit.

12.2    Default
by Seller. In the event of Sellers default hereunder or under any other
documents executed and delivered by Seller pursuant to the terms hereof,
Purchaser shall be entitled to any and all rights and remedies available to
Purchaser at law or in equity; provided, however, that in no event shall
Purchaser be entitled to any consequential damages including, without
limitation, any claim for damages as a result of lost profit.

13.     Brokers.

13.1    Payments
by Seller.  All fees, commissions and compensation of,
and all costs relating to the Broker shall be paid by Seller.

13.2    Representation
and Warranty.

| |                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)          Seller
  represents and warrants to Purchaser that, except for the Broker, Seller has
  not dealt with any other broker, finder, or intermediary of any kind with
  whom such party has dealt in connection with this transaction.  
| |                                                                                                                                                                                                                                                  
| | (b)          Purchaser
  represents and warrants to Seller that, except for the Broker, Purchaser has
  not dealt with any other broker, finder, or intermediary of any kind with
  whom Purchaser has dealt in connection with this transaction.

13.3    Mutual
Indemnity.  Seller agrees to indemnify and hold
Purchaser free and harmless, and Purchaser agrees to indemnify and hold Seller
free and harmless, of, from and against any and all losses, damages,
liabilities, costs and expenses (including, without limitation, court costs and
reasonable attorneys fees and expenses) that the other party may suffer as a
result of any claims made or suits brought by any broker, salesperson, agent or
finder other than the Broker, who claims to have introduced or to have been
retained by the indemnifying party in connection with this transaction.  The provisions of this Paragraph 13 shall
survive the Closing or the earlier termination of this Agreement.

18

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14.      Notices.

All notices,
waivers, demands, requests or other communications required or permitted
hereunder shall, unless otherwise expressly provided, be in writing and be
deemed to have been properly given, served and received (i) if delivered
by messenger, when delivered, (ii)  if delivered by facsimile, when
received as evidenced by facsimile confirmation (provided that a copy of such
notice, waiver, demand, request or other communication is deposited in the
United States mail or sent by reputable overnight express courier, freight
prepaid, the next business day after the facsimile transmission) or
(iii) if delivered by reputable overnight express courier, freight
prepaid, the next business day after delivery to such courier; in every case
addressed to the Notice Address of the party to be notified, or to such other
address(es) or addressee(s) as any party entitled to receive notice hereunder
shall designate to the others in the manner provided herein for the service of
notices.

15.
      Miscellaneous.

15.1    Entire
Agreement. The Agreement contains the entire agreement and understanding of
the parties in respect to the subject matter hereof, and all prior agreements,
understandings and negotiations pertaining to the subject matter hereof, are
superseded by and merged into the Agreement.
The Agreement may not be amended, modified or discharged, nor may any of
its terms be waived except by an instrument in writing signed by the party to
be bound thereby.

15.2    Binding
Effect. The Agreement and all of the provisions hereof shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, devisees, legatees, successors and assigns, and legal representatives.

15.3    Assignment
by Purchaser. The Agreement and all rights hereunder shall not be assignable by
Purchaser without Sellers written consent; provided, however, and
notwithstanding the foregoing, Purchaser shall have the right to cause title to
be taken by an entity or entities owned by Purchaser or its Affiliates. In the event of such transfer of title to an
entity other than Purchaser, Purchaser shall not be relieved of liability under
this Agreement and such assignee shall become jointly and severally liable with
Purchaser.

15.4    Governing
Law. The law of the State of Illinois shall govern any and all
disputes arising under this Agreement.

15.5    Time. Time is of the essence
of this Agreement.

15.6    Survival. Except as
otherwise expressly provided herein (including, without
limitation in Paragraphs 6 and 10 hereof) and except for Paragraphs 5 and 13,
the provisions hereof shall not survive the execution, delivery and recordation
of the deed of conveyance.

15.7    Counterparts. This Agreement
may be executed in any number of identical
counterparts, any or all of which may contain the signatures of less than all
of the parties, and all of which shall be construed together as but a single
instrument.

19

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15.8    Confidentiality.
Prior to Closing, all information received
from Seller shall be maintained by Purchaser in strictest confidence and shall
not be disclosed to any person or entity except (i) to the extent as may be
required by law, and (ii) to Purchasers officers, directors, partners, employees,
agents, attorneys, accountants, consultants, potential or actual investors and
potential or actual lenders who also shall agree to maintain confidentiality,
and provided further, that Purchaser may issue a press release, subject to
Sellers review and approval, identifying the location of the Properties, the
Purchase Price and the tenant under the Allstate Lease.  If this Agreement is terminated or the
Closing does not occur by the Closing Date (as the same may be extended as
provided herein), all documents, reports, and information in written form, and
all copies thereof, received from Seller concerning the Property or Seller, and
all reports, analyses, studies and the like performed or obtained by Purchaser,
shall be returned and delivered to the Seller.

15.9    1031
Exchange.  Purchaser or Seller shall have the right, at
its election, to treat the transfer of the Property contemplated by this
Agreement as a 1031 Exchange involving any Property and other property owned or
to be acquired or having been sold by Seller or Purchaser, and Seller and
Purchaser shall cooperate in the event of such an election, including, without
limitation, amending this Agreement to create separate, related contracts for each
Property, and assigning this Agreement or the rights hereunder to a third party
necessary to effect a 1031 Exchange.
Any such cooperation shall be at no cost or additional risk to the
cooperating party and shall not affect the representations or the obligations
of either party herein.

15.10    Effectiveness.  The
execution of this Agreement by Purchaser
shall become void and of no effect five (5) business days after the date of
Purchasers execution as indicated below Purchasers signature unless Purchaser
receives, prior to the end of such five (5) business day period an original,
fully executed counterpart of this Agreement, with all exhibits attached and
containing no changes made after Purchasers execution.

15.11    Remedy
Limited to Property.  The amount of Sellers liability to
Purchaser hereunder shall be limited to the Properties or the net proceeds from
the sale thereof.  Under no circumstances
and for no reason whatsoever shall the amount of Sellers liability exceed the
foregoing.

[END
OF PAGE  SIGNATURES TO FOLLOW]

20

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the _22nd_ day of November, 2005.

|                                              |  |                                                                 
|--------------------------------------------- |  | ----------------------------------------------------------------
|PURCHASER:                                    |  | SELLER:                                                         
|                                              |  |                                                                 
|CAPLEASE,  LP, a Delaware limited partnership |  | ALLSTATE
  INSURANCE COMPANY
  an Illinois insurance corporation

|    |                                       |  |     |                        |                 
|--- | ------------------------------------- |  | --- | ---------------------- | ----------------
|By: | CLF OP
  General Partner LLC, a       |  |     |                       
|    | Delaware
  limited liability company, |  | By: | /s/
  Thomas J. Wilson
|    | its general
  partner                 |  |     |                       
|    |                                       |  |     | Name:                  | Thomas J. Wilson
|    |                                       |  |     | Title:                 | President       

| |     |                                 
| | --- | --------------------------------
| | By: | Capital
  Lease Funding, Inc., a
| |     | Maryland
  corporation, its sole
| |     | member                          

| |  |     |                       |                         | 
| |  | --- | --------------------- | ----------------------- | 
| |  | By: | /s/
  Robert C. Blanz
| |  |     |                       |                        
| |  |     | Name:                 | Robert
  C. Blanz       | 
| |  |     | Title:                | Senior
  Vice President | 

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