<PAGE>
                                                                    EXHIBIT 10.4


                         AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS


THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") between TREIT-AMBEROAKS, LP, a Texas limited partnership, NNN
AMBEROAKS 1, LLC, a Texas limited liability company, NNN AMBEROAKS 2, LLC, a
Texas limited liability company, NNN AMBEROAKS 3, LLC, a Texas limited liability
company (collectively, "Seller"), and CHASE MERRITT, L.P., a Delaware limited
partnership or its assigns ("Buyer"), is made and entered into as of the later
of (i) the date this Agreement is executed by Seller and (ii) the date this
Agreement is executed by Buyer (the "Effective Date"), with reference to the
following facts:

        A.      Seller owns certain real property located in Williamson County,
                Texas and more specifically described in Exhibit A attached
                hereto (the "Land"), commonly known as Amber Oaks III and such
                other assets, as the same are herein described.

        B.      Subject to the terms and conditions in this Agreement, Seller
                desires to sell to Buyer and Buyer desires to purchase from
                Seller the Land and the associated assets.

        C.      Buyer is party to a Purchase and Sale Agreement ("Amber Oaks V
                Agreement") with GREIT-Amberoaks, L.P. ("Amber Oaks V Seller")
                for the purchase and sale of that certain real property located
                in Williamson County, Texas and commonly known as Amber Oaks V
                and such other assets, as the same are therein described ("Amber
                Oaks V Property").

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

1.      Purchase and Sale.

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

        1.1     The Land, described on Exhibit A attached hereto, together with
                all structures, buildings, improvements, machinery, fixtures,
                and equipment affixed or attached to the Land and all easements
                and rights appurtenant thereto, including: (i) all easements,
                privileges and rights belonging or in any way appurtenant to the
                Land, (ii) any land lying in the bed of any street, road, alley
                or right-of-way, open or closed, adjacent to or abutting the
                Land, and (iii) any and all air rights, subsurface rights,
                development rights, and water rights permitting to the Land (all
                of the foregoing being collectively referred to herein as the
                "Land");



<PAGE>
        1.2     All leases listed on Exhibit B (the "Leases"), including
                associated amendments, with all persons ("Tenants") leasing the
                Real Property or any part thereof or hereafter entered into in
                accordance with the terms hereof prior to Closing, together with
                all security deposits, other deposits held in connection with
                the Leases, Lease and all of Seller's right, title and interest
                in and to all guarantees, letters of credit and other similar
                credit enhancements providing additional security for such
                Leases;

        1.3     All tangible and intangible personal property owned by Seller
                located on or used in connection with the Real Property,
                including, specifically, without limitation, all sculptures,
                paintings and other artwork, all equipment, furniture, tools and
                supplies, all plans and specifications and other architectural
                and engineering drawings, if any, with respect to the Land and
                the Improvements, and any other personal property and all
                related intangibles as are owned by Seller and currently located
                in, on or about or are used for the operation, maintenance,
                administration or repair of the Real Property, including
                Seller's interest, if any, in the common name of the Real
                Property (the "Personal Property");

        1.4     All service contracts, agreements, warranties and guaranties
                relating to the operation of the Property as of the Effective
                Date, to the extent assignable, and any other service and
                operating agreements pertaining to the Property that are entered
                into by Seller after the date of this Agreement and prior to the
                Closing in accordance with the terms of this Agreement, in each
                case to the extent approved by Buyer in accordance with this
                Agreement (collectively, the "Contracts"); provided, however,
                any Contracts not so approved by Buyer shall be terminated by
                Seller, at Buyer's expense, on or before the Closing; and

        1.5     To the extent transferable, all building permits, certificates
                of occupancy and other certificates, permits, consents,
                authorizations, variances or waivers, dedications, subdivision
                maps, licenses and approvals from any governmental or
                quasi-governmental agency, department, board, commission, bureau
                or other entity or instrumentality relating to the Property (the
                "Permits").

2.      Purchase Price.

        Subject to the charges, prorations and other adjustments set forth in
        this Agreement, total Purchase Price of the Property shall be
        Thirty-Three Million One Hundred Sixty-Five Thousand Dollars
        ($33,165,000) ("Purchase Price") payable as follows:

        2.1     Deposit/Further Payments/Down Payment.

                2.1.1   On the Effective Date Buyer shall deliver to Escrow
                        Holder (as defined in Section 7.1.1 below) by wire
                        transfer immediately available funds in the amount of
                        Two Hundred Thousand Dollars ($200,000.00) (the "Initial
                        Deposit"). Unless Buyer terminates this Agreement on or
                        before the end of the "Inspection Period" (as defined
                        below) pursuant to Section 6, Buyer


                                       2
<PAGE>
                        shall deliver to Escrow Holder, by wire transfer, within
                        two (2) business days after the later of (i) the end of
                        the Inspection Period or (ii) Buyer's receipt of Seller
                        10.2.2 Approval additional immediately available funds
                        in the amount of Two Hundred Thousand Dollars
                        ($200,000.00) (the "Additional Deposit". The Initial
                        Deposit and the Additional Deposit are herein
                        collectively called the "Deposit"). The Initial Deposit
                        and the Additional Deposit, once received by Seller,
                        shall be deemed earned by Seller and non-refundable to
                        Buyer, notwithstanding Buyer's failure to or decision
                        not to close, except that the Deposit shall be applied
                        to the Purchase Price at Closing. The Initial Deposit,
                        the Additional Deposit and the Extension Fee (as defined
                        in Section 7.2.1 herein) shall be released to Seller
                        within one (1) business day after receipt by Escrow
                        Holder. Buyer's failure to timely deliver the Additional
                        Deposit to Seller as set forth above shall constitute
                        Buyer's termination of this Agreement.

                2.2     At least one (1) business day prior to Closing, Buyer
                        shall deposit into Escrow by wire transfer of federal
                        funds, the balance of the Purchase Price, subject to
                        adjustment by reason of any applicable prorations and
                        the allocation of Closing costs described below.

3.      Title to Property.

        During the Inspection Period (hereafter defined) Buyer shall review and
        approve the Title Documents (hereinafter defined) and the Survey
        (hereinafter defined). If the Title Documents or Survey reflect or
        disclose any defect, exception or other matter affecting the Property
        ("Title Defects") that is unacceptable to Buyer, then prior to the
        expiration of the Inspection Period, Buyer shall provide Seller with
        written notice of Buyer's objections. Seller may, at its sole option,
        elect to cure or remove the objections made by Buyer. Should Seller
        elect to attempt to cure or remove the objection, it shall be a
        condition precedent to Buyer's obligation to acquire the Property that
        Seller cures such title objection prior to the Closing. Unless Seller
        provides written notice to Buyer before the expiration of the Inspection
        Period that Seller intends to cure Buyer's title objections, Seller
        shall be deemed to have elected not to cure or remove Buyer's title
        objections, and Buyer shall be entitled, as Buyer's sole and exclusive
        remedy, either to (i) terminate this Agreement by providing written
        notice of termination to Seller before the end of the Inspection Period
        and returning the Due Diligence Items (hereinafter defined) immediately
        thereafter or (ii) waive the objections and close this transaction as
        otherwise contemplated herein. If Buyer shall fail to terminate this
        Agreement during the Inspection Period, all matters shown on the Survey
        and all matters described in the Title Report, except for monetary liens
        for indebtedness of the Seller and any matters the Seller has agreed to
        cure in writing, shall be deemed "Permitted Exceptions." On or prior to
        Closing, Seller shall cause any monetary liens created by Seller which
        affect the Property, other than property taxes or assessments not yet
        delinquent, to be deleted or omitted from the Title Policy (as defined
        in Section 4.1.2). Seller will cause any recorded memorandum regarding
        the management agreement for the Property to be removed from the Title
        Policy at no cost to Buyer.


                                       3
<PAGE>
4.      Due Diligence Items.

        4.1     Seller shall deliver to Buyer each of the following within five
                business days of the Effective Date (together with the items
                described in Section 4.2, collectively, the "Due Diligence
                Items"):

                4.1.1   Any existing survey of the Property, in Seller's
                        possession (the "Survey");

                4.1.2   A current preliminary title report or title commitment
                        (the "Title Report"), dated not earlier than thirty (30)
                        days prior to the Effective Date, for the issuance of a
                        standard coverage owner's policy of title insurance,
                        with standard provisions and exceptions (the "Title
                        Policy") to Buyer from the Escrow Holder (defined
                        hereinafter in Section 7.1.1), together with copies of
                        all documents constituting exceptions to the title as
                        reflected in the Title Report (collectively referred to
                        hereinafter as the "Title Documents");

                4.1.3   A list of all contracts, including service contracts,
                        warranties, management, maintenance, leasing commission
                        or other agreements affecting the Property, if any,
                        together with copies of the same;

                4.1.4   True and correct copies of the real estate and personal
                        property tax statements covering the Property or any
                        part thereof for each of the two (2) years prior to the
                        current year and, if available, for the current year;

                4.1.5   A schedule of all current or pending litigation with
                        respect to the Property or any part, thereof, if any,
                        together with a brief description of each such
                        proceeding;

                4.1.6   Operating statements for the most recent two full
                        calendar years and monthly operating statements for the
                        calendar year to date, or if shorter, for any periods
                        during which Seller was owner of the Real Property;

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

                4.1.8   A current rent roll which may include, among other
                        things: (1) the name of the Tenant, (2) the number of
                        rentable square feet in Tenant's premises as set forth
                        in Tenant's Lease, (3) the current monthly base rental
                        payable by such Tenant, (4) the term of the Lease, (5)
                        any available options for the Tenant under the Lease;
                        and (6) the amount of any security deposit;

                4.1.9   All environmental, physical or mechanical reports
                        prepared by third parties in Seller's possession
                        relating to the Property;


                                       4
<PAGE>
                4.1.10  Copies of all Leases presently in effect with respect to
                        the Real Property, together with any amendments or
                        modifications thereto. All Leases, amendments and
                        modifications with respect to Cisco, InfoEdge and
                        Rubbermaid are listed on the attached Exhibit I.

                4.1.11  An aging report showing, with respect to each Tenant of
                        the Real Property, the date through which such Tenant
                        has paid rent and a Tenant by Tenant monthly aging
                        report for the preceding twelve (12) months;

                4.1.12  All site plans, leasing plans, as-built plans, drawings,
                        environmental, mechanical, electrical, structural, soils
                        and similar reports and/or audits and plans and
                        specifications relative to the Real Property in the
                        possession of Seller, if any; and

                4.1.13  Copies of utility bills for the Real Property for the
                        prior calendar year and the current year to date or if
                        shorter, for any periods during which the Seller was the
                        owner of the Property.

        4.2     Seller shall make the following available for inspection by
                Buyer during ordinary business hours at Seller's management
                office:

                4.2.1   All site plans, leasing plans, as-built plans, drawings,
                        environmental, mechanical, electrical, structural, soils
                        and similar reports and/or audits and plans and
                        specifications relative to the Property in the
                        possession of Seller, if any.

                4.2.2   The tenant files, books and records relating to the
                        ownership and operation of the Property.

5.      Inspections.

        5.1     Buyer shall have a temporary non-exclusive license to enter and
                conduct non-invasive feasibility, environmental, and physical
                studies collectively of the Property that Buyer may deem
                necessary or advisable (the "Inspections") at any time during
                the Inspection Period, on the terms set forth in this Article 5.
                Buyer shall not conduct invasive testing of any kind (including
                without limitation, "Phase II" environmental testing) without
                Seller's consent. Buyer's right to conduct the Inspections shall
                be subject to rights of Tenants and shall be subject to such
                conditions as may be reasonably imposed by the Seller in order
                to avoid disruption at the Property. Notwithstanding the
                foregoing, if, after the expiration of the Due Diligence Period,
                Buyer elects to go forward with the transaction herein, Buyer
                shall be allowed continued access to the Property until Close of
                Escrow subject to the prior approval of Seller, which shall not
                be unreasonably withheld and pursuant to the terms of Section
                5.2.


                                       5
<PAGE>
        5.2     Buyer must arrange all Inspections of the Property with Seller
                at least two (2) business days in advance of any Inspections.
                Buyer and its agents shall maintain equipment and other
                materials in an orderly manner while they are located on the
                Property and to maintain them in locations specified by Seller.
                Buyer agrees to remove all debris and trash resulting from the
                Inspections on a daily basis and to remove all equipment and
                other materials used by Buyer or its agents as soon as the
                activity for which such equipment and other materials are used
                is completed. Buyer and its agents shall take all appropriate
                measures for the safety of persons and property on the Property
                and shall comply with all applicable legal requirements. Buyer
                shall restore any damage to the Property resulting from the
                Inspections including but not limited to repair of surface
                openings resulting from tests. Buyer shall promptly provide to
                Seller a copy of all reports and test results prepared or
                furnished in connection with the Inspections.

        5.3     In the event that the Inspections show any fact, matter or
                condition to exist with respect to the Property that is
                unacceptable to Buyer, in Buyer's sole subjective discretion,
                then Buyer shall be entitled, as its sole and exclusive remedy,
                to (1) terminate this Agreement, or (2) waive the objection, and
                close the transaction as otherwise contemplated herein. Buyer
                agrees to promptly discharge any liens that may be imposed
                against the Property as a result of the Inspections and to
                defend, indemnify and hold Seller harmless from all, claims,
                suits, losses, costs, expenses (including without limitation
                court costs and attorneys' fees), liabilities, judgments and
                damages incurred by Seller as a result of any Inspections.

        5.4     Buyer shall indemnify, save and hold Seller and Seller's
                officers, agents, employees, directors, trustees, invitees,
                successors, and assigns (collectively "Indemnitees") harmless
                against all losses, costs, expenses, liabilities, claims,
                litigation, demands, proceedings and damages (including but not
                limited to attorney's fees) suffered or incurred by Seller or
                any such Indemnitees arising out of and limited to the
                Inspections, provided that Buyer shall not incur any liability
                due to its discovery, without exacerbation of the condition of
                any Hazardous Materials or other circumstances at the Property.
                Buyer waives any claims against Seller arising out of the
                Inspections or this Agreement other than claims that are solely
                caused by or solely arise from any negligent or willful
                misconduct of Seller. Buyer hereby assume all responsibility for
                claims against Seller by the contractors, subcontractors,
                employees, and agents of Buyer other than claims that are solely
                caused by or solely arise from Seller's negligence or willful
                misconduct.

        5.5     Buyer shall, during the term of this Agreement and at all times
                during which access is available to it, require its
                subcontractors and agents, to maintain insurance, in form and
                substance reasonably satisfactory to Seller, with insurance
                companies acceptable to Seller, the following insurance:
                Comprehensive General Liability or Commercial General Liability
                Insurance, with limits of not less than One Million Dollars
                ($1,000,000) combined single limit per occurrence and not less
                than Two Million Dollars ($2,000,000) on a general aggregate
                basis, for


                                       6
<PAGE>
                bodily injury, death and property damage, and Excess (umbrella)
                liability insurance with liability insurance with limits of not
                less than Five Million Dollars ($5,000,000) per occurrence. Each
                policy of insurance shall name Seller as an additional insured.
                Further, each policy of insurance shall state that such policy
                is primary and noncontributing with any insurance carried by
                Seller. Such policy shall contain a provision that the naming of
                the additional insured shall not negate any right the additional
                insured would have had as a claimant under the policy if not so
                named and shall contain severability of interest and
                cross-liability clauses. A certificate, together with any
                endorsements to the policy required to evidence the coverage
                which is to be obtained hereunder, shall be delivered to Seller
                prior to entry on the Property. The certificate shall expressly
                provide that no less than thirty (30) days prior written notice
                shall be given Seller in the event of any material alteration to
                or cancellation of the coverages evidenced by said certificate.
                A renewal certificate for each of the policies required in this
                Section shall be delivered to Seller not less than thirty (30)
                days prior to the expiration date of the term of such policy.
                Any policies required by the provisions of this Section may be
                made a part of a blanket policy of insurance with a "per
                project, per location endorsement" so long as such blanket
                policy contains all of the provisions required herein and does
                not reduce the coverage, impair the rights of the other party to
                this Agreement or negate the requirements of this Agreement.

        5.6     During the course of its performance of the Inspections, Buyer
                will acquire knowledge concerning the Property or Seller, or
                knowledge of other matters of a sensitive business nature
                (collectively, "Privileged Information"). Except as described
                below, neither Buyer nor its agents shall disclose to any third
                party, publicize or suffer or permit any of their respective
                employees to so disclose or publicize any such Privileged
                Information, other than to consultants, attorneys and agents as
                necessary for the Buyer's inspection and analysis of the
                Property. In the event that Buyer believes in good faith that it
                is required by any legal requirement to disclose any such
                Privileged Information, then Buyer shall immediately notify
                Seller of such belief and the reasons for such belief. If Seller
                within 10 days after receipt of such notice, advises the party
                that sent the notice that Seller shall itself disclose the
                information, then Buyer shall not make such disclosure (unless
                either such party reasonably believes that it must disclose such
                information by law). If Buyer reasonably believes that such
                disclosure is required to be made in less than the 10-day
                period, then the notice to Seller shall so state and Seller's
                time to respond will be reduced accordingly.

        5.7     The obligations of Buyer described in this Article shall survive
                the Closing or any termination of this Agreement.

6.      Approval.

        6.1     Buyer shall have fifteen (15) days from the Effective Date
                ("Inspection Period") to approve or disapprove the Inspections.
                If Buyer shall fail to notify Seller and Escrow Holder of its
                disapproval of the Inspections in writing within the


                                       7
<PAGE>
                Inspection Period, the condition of the Property shall be deemed
                approved. If Buyer shall disapprove the Inspections within the
                Inspection Period this Agreement and the Escrow shall thereupon
                be terminated. Buyer shall thereafter not be entitled to
                purchase the Property, Seller shall not be obligated to sell the
                Property to Buyer and the parties shall be relieved of any
                further obligation to each other with respect to the Property,
                except as provided in Paragraph 5.

        6.2     Notwithstanding anything to the contrary contained herein, Buyer
                hereby agrees that, in the event this Agreement is terminated
                for any reason, then Buyer shall promptly and at its sole
                expense return to Seller all Due Diligence Items which have been
                delivered by Seller to Buyer in connection with the Inspections,
                along with copies of all reports, drawings, plans, studies,
                summaries, surveys, maps and other data prepared by third
                parties relating to the Property, subject to restrictions on
                Buyer's ability to make any such materials available to Seller
                that are imposed in any agreement with a third party consultant
                preparing any such reports or materials ("Buyer's Reports");
                provided, however, that delivery of such copies and information
                by Buyer shall be without warranty or representation whatsoever,
                express or implied, including without limitations, any warranty
                or representation as to ownership, accuracy, adequacy or
                completeness thereof or otherwise. Buyer shall cooperate with
                Seller at no expense to Buyer in order to obtain a waiver of any
                such restrictions.

        6.3     Contracts. On or before the end of the Inspection Period, Buyer
                will designate in a written notice to Seller which Contracts
                Buyer will assume and which Contracts must be terminated by
                Seller at Closing. Taking into account any credits or prorations
                to be made pursuant to this Agreement for payments coming due
                after Closing but accruing prior to Closing, Buyer will assume
                the obligations arising from and after Closing under those
                Contracts which Buyer has designated will not be terminated. At
                Buyer's expense, Seller shall terminate at Closing all Contracts
                that are not so assumed.

7.      Escrow.

        7.1     Opening.

                7.1.1   The purchase and sale of the Property shall be
                        consummated through an escrow ("Escrow") to be opened
                        with LandAmerica Commercial Services, attention Gale
                        Hunt, 1920 Main Street, 12th Floor, Irvine, California
                        92614 ("Escrow Holder" or the "Title Company") within
                        two (2) business days after the Effective Date. Escrow
                        shall be deemed to be opened as of the date fully
                        executed copies (or counterparts) of this Agreement are
                        delivered to Escrow Holder by Buyer and Seller ("Opening
                        of Escrow"). This Agreement shall be considered as the
                        Escrow instructions between the parties, with such
                        further instructions as Escrow Holder shall require in
                        order to clarify its duties and responsibilities. If
                        Escrow Holder shall require further Escrow instructions,
                        Escrow Holder may prepare such instructions on its usual
                        form. Such further instructions shall be promptly


                                       8
<PAGE>
                        signed by Buyer and Seller and returned to Escrow Holder
                        within three (3) business days of receipt thereof. In
                        the event of any conflict between the terms and
                        conditions of this Agreement and such further
                        instructions, the terms and conditions of this Agreement
                        shall control.

        7.2     Closing.

                7.2.1   Escrow shall close ("Closing") on the fifteenth (15th)
                        day following the end of the Inspection Period or such
                        earlier date as shall be mutually agreed to by the
                        parties (the "Original Closing Date"). The Original
                        Closing Date may be extended for an additional fifteen
                        (15) days ("Extension Period") by Buyer upon delivery of
                        written notice to Seller of extension and payment to
                        Seller, by wire transfer on or before the Original
                        Closing Date, of a Five Hundred Thousand Dollar
                        ($500,000) extension fee ("Extension Fee"). The
                        Extension Fee will become part of the Deposit and
                        applicable to the Purchase Price at Closing. The
                        Extension Fee shall be deemed earned by Seller and
                        non-refundable to Buyer upon payment to the Seller,
                        notwithstanding Buyer's failure to or decision not to
                        close. Closing must occur, if at all, no later than the
                        dates set forth herein or this Agreement shall terminate
                        without further action of the parties and neither party
                        shall have any further obligations to the other
                        hereunder except Buyer's indemnification under Section
                        5.

        7.3     Buyer Required to Deliver.

                Buyer shall deliver to Escrow the following:

                7.3.1   On the Effective Date, the Initial Deposit;

                7.3.2   Within two (2) business days after the later of the end
                        of the Inspection Period or Buyer's receipt of Seller
                        10.2.2 Approval, the Additional Deposit;

                7.3.3   On or before the Original Closing Date, the Extension
                        Fee if Buyer desires an extension of the closing date;

                7.3.4   On or before Closing, the Purchase Price, subject to the
                        closing adjustments, credits and prorations contemplated
                        hereby;

                7.3.5   On or before Closing, such other documents as Title
                        Company may reasonably require from Buyer in order to
                        issue the Title Policy;

                7.3.6   An original counterpart executed by Buyer of an
                        assignment and assumption agreement (the "Assignment and
                        Assumption Agreement") in substantially the form
                        attached hereto as Exhibit C, whereby Seller assigns and
                        conveys to Buyer all of Seller's right, title and
                        interest in and Buyer assumes all of Seller's
                        obligations under, the Leases and the Contracts and the
                        Permits;


                                       9
<PAGE>
                7.3.7   A counterpart closing statement (the "Closing
                        Statement") setting forth the Purchase Price and all
                        amounts charged against Buyer pursuant to Section 7.7 of
                        this Agreement.

        7.4     Seller Required to Deliver.

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

                7.4.1   A duly executed and acknowledged special warranty deed,
                        conveying fee title to the Property in favor of Buyer
                        (the "Deed");

                7.4.2   An executed certificate of non-foreign status;

                7.4.3   A bill of sale of the Personal Property, if any, without
                        warranty, in favor of Buyer and duly executed by Seller,
                        in substantially the form attached hereto as Exhibit D;

                7.4.4   An original counterpart executed by Seller of the
                        Assignment and Assumption Agreement;

                7.4.5   A counterpart Closing Statement setting forth the
                        Purchase Price and all amounts charged against Seller
                        pursuant to Section 7.7 of this Agreement;

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

                7.4.7   A letter from Seller addressed to each Tenant informing
                        such Tenant of the change in ownership and directing
                        that future rent payments be made to Buyer;

                7.4.8   All keys to all buildings and other improvements located
                        on the Property, combinations to any safes thereon, and
                        security devices therein in Seller's possession; and

                7.4.9   All records and files relating to the management or
                        operation of the Property, including, without
                        limitation, all insurance policies, all security
                        contracts, all tenant files (including correspondence),
                        property tax bills, and all calculations used to prepare
                        statements of rental increases under the Leases and
                        statements of common area charges, insurance, property
                        taxes and other charges which are paid by tenants of the
                        Project.


                                       10
<PAGE>
        7.5     Buyer's Costs.

                Buyer shall pay the following:

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

                7.5.2   The cost of recording any documents relating to Buyer's
                        financing;

                7.5.3   Title Company's premium for endorsements to the Title
                        Policy and any extended ALTA coverage; and

                7.5.4   All other costs customarily borne by Buyers of real
                        property in the county in which the Property is
                        situated;

        7.6     Seller's Costs.

                Seller shall pay the following:

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

                7.6.2   All transfer taxes and costs of recording the Deed;

                7.6.3   Title Company's premium for a basic Title Policy,
                        exclusive of the premium for any endorsements or
                        extended ALTA coverage; and

                7.6.4   All other costs not itemized above which are customarily
                        borne by sellers of real property in the county in which
                        the Property is situated.

        7.7     Prorations.

                7.7.1   Items to be Prorated. The following shall be prorated
                        between Seller and Buyer as of the Closing with the
                        Buyer being deemed the owner of the Property as of the
                        Closing:

                        (a)     Taxes and Assessments All non-delinquent real
                                property taxes, assessments and other
                                governmental impositions of any kind or nature,
                                including, without limitation, any special
                                assessments or similar charges (collectively,
                                "Taxes"), which relate to the tax year within
                                which the Closing occurs based upon the actual
                                number of days in the tax year. With respect to
                                any portion of the Taxes which are payable by
                                any Tenant directly to the authorities, no
                                proration or adjustment shall be made. The
                                proration for Taxes shall be based upon the most
                                recently issued tax bill for the Property, and
                                shall be calculated based upon the maximum early
                                payment discount available. The prorations for
                                taxes and assessments which are made at Closing
                                shall be final, and not


                                       11
<PAGE>
                                subject to reproration after Closing. Upon the
                                Closing, Buyer shall be responsible for real
                                estate taxes and assessments on the Property
                                payable from and after the Closing. In no event
                                shall Seller be charged with or be responsible
                                for any increase in the taxes or assessments on
                                the Property resulting from the sale of the
                                Property or from any improvements made or leases
                                entered into after the Closing. With respect to
                                all periods for which Seller has paid Taxes,
                                Seller hereby reserves the right to institute or
                                continue any proceeding or proceedings for the
                                reduction of the assessed valuation of the
                                Property, and, in its sole discretion, to settle
                                the same. Seller shall have sole authority to
                                control the progress of, and to make all
                                decisions with respect to, such proceedings but
                                shall provide Buyer with copies of all
                                communications with the taxing authorities. All
                                net tax refunds and credits attributable to any
                                period prior to the Closing which Seller has
                                paid or for which Seller has given a credit to
                                Buyer shall belong to and be the property of
                                Seller, provided, however, that any such refunds
                                and credits that are the property of Tenants
                                under Leases shall be promptly remitted by
                                Seller directly to such Tenants or to Buyer for
                                the credit of such Tenants. All net tax refunds
                                and credits attributable to any period
                                subsequent to the Closing shall belong to and be
                                the property of Buyer. Buyer agrees to cooperate
                                with Seller in connection with the prosecution
                                of any such proceedings and to take all steps,
                                whether before or after the Closing, as may be
                                necessary to carry out the intention of this
                                subparagraph, including the delivery to Seller,
                                upon demand, of any relevant books and records,
                                including receipted tax bills and cancelled
                                checks used in payment of such taxes, the
                                execution of any and all consent or other
                                documents, and the undertaking of any acts
                                necessary for the collection of such refund by
                                Seller. Buyer agrees that, as a condition to the
                                transfer of the Property by Buyer, Buyer will
                                cause any transferee to assume the obligations
                                set forth herein.

                        (b)     Rents Buyer will receive a credit at the Closing
                                for all rents collected by Seller prior to the
                                Closing and allocable to the period from and
                                after the Closing based upon the actual number
                                of days in the month. No credit shall be given
                                the Seller for accrued and unpaid rent or any
                                other non-current sums due from Tenants until
                                these sums are paid, and Seller shall retain the
                                right to collect any such rent provided Seller
                                does not sue to evict any tenants or terminate
                                any Tenant Leases. Buyer shall cooperate with
                                Seller after the Closing to collect any rent
                                under the Tenant Leases which has accrued as of
                                the Closing; provided, however, Buyer shall not
                                be obligated to sue any Tenants or exercise any
                                legal remedies under the Tenant Leases or to
                                incur any expense over and above its own regular
                                collection expenses. All payments collected from


                                       12
<PAGE>
                                Tenants after the Closing shall first be applied
                                to the month in which the Closing occurs, then
                                to any rent due to Buyer for the period after
                                Closing and finally to any rent due to Seller
                                for the period prior to Closing; provided,
                                however, notwithstanding the foregoing, if
                                Seller collects any payments from Tenants after
                                Closing through its own collection efforts,
                                Seller may first apply such payments to rent due
                                the Seller for the period prior to Closing.

                        (c)     CAM Expenses To the extent that Tenants are
                                reimbursing the landlord for common area
                                maintenance and other operating expenses
                                (collectively, "CAM Charges"), CAM Charges shall
                                be prorated at Closing and again subsequent to
                                Closing, as of the date of Closing on a
                                lease-by-lease basis with each party being
                                entitled to receive a portion of the CAM Charges
                                payable under each Lease for the CAM Lease Year
                                in which Closing occurs, which portion shall be
                                equal to the actual CAM Charges incurred during
                                the party's respective periods of ownership of
                                the Property during the CAM Lease Year. As used
                                herein, the term "CAM Lease Year" means the
                                twelve (12) month period as to which annual CAM
                                Charges are owed under each Lease. Five (5) days
                                prior to Closing the Seller shall submit to
                                Buyer an itemization of its actual CAM Charges
                                operating expenses through such date and the
                                amount of CAM Charges received by the Seller as
                                of such date, together with an estimate of CAM
                                Charges to be incurred to, but not including,
                                the Closing. In the event that the Seller has
                                received CAM Charges payments in excess of its
                                actual CAM Charges operating expenses, the Buyer
                                shall be entitled to receive a credit against
                                the Purchase Price for the excess. In the event
                                that the Seller has received CAM Charges
                                payments less than its actual CAM Charges
                                operating expenses, to the extent that the
                                Leases provide for a "true up" at the end of the
                                CAM Lease Year, the Seller shall be entitled to
                                receive any deficit but only after the Buyer has
                                received any true up payment from the Tenant.
                                Upon receipt by either party of any CAM Charge
                                true up payment from a Tenant, the party
                                receiving the same shall provide to the other
                                party its allocable share of the "true up"
                                payment within five (5) days of the receipt
                                thereof.

                        (d)     Operating Expenses All operating expenses
                                (including all charges under the service
                                contracts and agreements assumed by Buyer) shall
                                be prorated, and as to each service provider,
                                operating expenses payable or paid to such
                                service provider in respect to the billing
                                period of such service provider in which the
                                Closing occurs (the "Current Billing Period"),
                                shall be prorated on a per diem basis based upon
                                the number of days in the Current Billing Period


                                       13
<PAGE>
                                prior to the Closing and the number of days in
                                the Current Billing Period from and after the
                                Closing, and assuming that all charges are
                                incurred uniformly during the Current Billing
                                Period. If actual bills for the Current Billing
                                Period are unavailable as of the Closing, then
                                such proration shall be made on an estimated
                                basis based upon the most recently issued bills,
                                subject to readjustment upon receipt of actual
                                bills.

                        (e)     Security Deposits; Prepaid Rents. Prepaid
                                rentals and other tenant charges and security
                                deposits (including any portion thereof which
                                may be designated as prepaid rent) under Tenant
                                Leases, if and to the extent that such deposits
                                are in Seller's actual possession or control and
                                have not been otherwise applied by Seller to any
                                obligations of any Tenants under the Tenant
                                Leases, shall be credited against the Purchase
                                Price, and upon the Closing, Buyer shall assume
                                full responsibility for all security deposits to
                                be refunded to the Tenants under the Tenant
                                Leases (to the extent the same are required to
                                be refunded by the terms of such Tenant Leases
                                or applicable). In the event that any security
                                deposits are in the form of letters of credit or
                                other financial instruments (the "Non-Cash
                                Security Deposits") Buyer shall have such
                                financial instruments transferred after Closing.
                                Seller will cooperate with Buyer after the
                                Closing to have Buyer named as beneficiary under
                                the Non-Cash Security Deposits; provided that
                                such cooperation shall be at no cost or expense
                                to Seller. Buyer will not receive a credit
                                against the Purchase Price for such security
                                deposits.

                        (f)     Leasing Costs. Seller shall receive a credit at
                                the Closing for all leasing costs, including
                                tenant improvement costs and allowances, and its
                                pro-rata leasing commissions, previously paid by
                                Seller in connection with any Lease or
                                modification to an existing tenant Lease which
                                was entered into after the Effective Date and
                                which is approved or deemed approved by Buyer
                                pursuant to this Agreement, which approval
                                included approval of the tenant improvement
                                costs. The Seller's pro-rata share shall be
                                equal to a fraction which has as its numerator
                                the number of months left in the base term of
                                the Lease after the Closing and which has as its
                                denominator the number of months in the base
                                term of the Lease. Seller shall credit to Buyer
                                at Closing the cost of all tenant improvement
                                allowances, leasing commissions, free rent, and
                                other tenant inducements or benefits with
                                respect to the premises leased as of the
                                Effective Date by the Tenants pursuant to the
                                Tenant Leases in effect as of the Effective
                                Date, to the extent that such improvement
                                allowances and leasing commissions are unpaid or
                                that such fee rent period has not occurred as of
                                the Closing. In consideration of such credit,
                                Buyer shall assume all obligations,


                                       14
<PAGE>
                                risks and liabilities for paying all leasing
                                commission, honoring all fee rent and other
                                tenant inducements and completing all tenant
                                improvements and related work on the premises
                                including, but not limited to, those matters
                                referenced on Exhibit E hereto.

                7.7.2   Calculation; Reproration. Prior to Closing the parties
                        shall jointly prepare an estimated closing statement
                        which shall set forth the costs payable under sections
                        7.5 and 7.6 and the prorations and credits provided for
                        in section 7.7.1 and elsewhere in this Agreement. Any
                        item which cannot be finally prorated because of the
                        unavailability of information shall be tentatively
                        prorated on the basis of the best data then available
                        and adjusted when the information is available in
                        accordance with this subparagraph; provided, however,
                        that there shall be no reproration for taxes and
                        assessments. The estimated closing statement as adjusted
                        as aforesaid and approved in writing by the parties
                        shall be referred to herein as the "Closing Statement".
                        If the prorations and credits made under the Closing
                        Statement shall prove to be incorrect or incomplete for
                        any reason, then either party shall be entitled to an
                        adjustment to correct the same; provided, however, that
                        there shall be no reproration for taxes and assessments;
                        and further provided that any adjustment shall be made,
                        if at all, within sixty (60) days after the Closing
                        (except with respect to CAM Charges, in which case such
                        adjustment shall be made within thirty (30) days after
                        the information necessary to perform such adjustment is
                        available), and if a party fails to request an
                        adjustment to the Closing Statement by a written notice
                        delivered to the other party within the applicable
                        period set forth above (such notice to specify in
                        reasonable detail the items within the Closing Statement
                        that such party desires to adjust and the reasons for
                        such adjustment), then the prorations and credits set
                        forth in the Closing Statement shall be binding and
                        conclusive against such party.

                7.7.3   Items Not Prorated. Seller and Buyer agree that (a) on
                        the Closing, the Property will not be subject to any
                        financing arranged by Seller; (b) none of the insurance
                        policies relating to the Property will be assigned to
                        Buyer and Buyer shall responsible for arranging for its
                        own insurance as of the Closing; and (c) utilities,
                        including telephone, electricity, water and gas, shall
                        be read on the Closing and Buyer shall be responsible
                        for all the necessary actions needed to arrange for
                        utilities to be transferred to the name of Buyer on the
                        Closing, including the posting of any required deposits
                        and Seller shall be entitled to recover and retain from
                        the providers of such utilities any refunds or
                        overpayments to the extent applicable to the period
                        prior to the Closing, and any utility deposits which it
                        or its predecessors may have posted. Accordingly, there
                        will be no prorations for debt service, insurance or
                        utilities. In the event a meter reading is unavailable
                        for any particular utility, such utility shall be
                        prorated in the manner provided in subparagraph (1)(e)
                        above.


                                       15
<PAGE>
                7.7.4   Indemnification. Buyer and Seller shall each indemnify,
                        protect, defend and hold the other harmless from and
                        against any claim in any way arising from the matters
                        for which the other receives a credit or otherwise
                        assumes responsibility pursuant to this Section.

                7.7.5   Survival. This Section 7.7 shall survive the Closing.

        7.8     Determination of Dates of Performance.

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

                7.8.1   The date of Opening of Escrow pursuant to Paragraph 7.1;

                7.8.2   The date of receipt of the Title Report by Buyer;

                7.8.3   The date by which title must be approved by Buyer
                        pursuant to Paragraph 3;

                7.8.4   The date by which the Inspections must be approved by
                        Buyer pursuant to Paragraph 5.1;

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

                7.8.6   The date of Closing pursuant to Paragraph 7.2.

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

8.      Representations, Warranties, and Covenants.

        8.1     Representations of Seller. Each entity referred to herein as a
                Seller hereby represents and warrants as of the date hereof to
                Buyer as follows:

                8.1.1   TREIT-AMBEROAKS, LP is a limited partnership duly formed
                        and validly existing under the laws of the State of
                        Texas. Each of NNN Amberoaks 1, NNN Amberoaks 2 and NNN
                        Amberoaks 3 is a limited liability company duly formed
                        and validly existing under the laws of the


                                       16
<PAGE>
                        State of Texas. Subject to receipt of the approval
                        described in Section 10.2.2, Seller has full power and
                        authority to enter into this Agreement, to perform this
                        Agreement and to consummate the transactions
                        contemplated hereby. This Agreement is a legal, valid
                        and binding obligation of Seller, enforceable against
                        Seller in accordance with its terms, subject to the
                        effect of applicable bankruptcy, insolvency,
                        reorganization, arrangement, moratorium or other similar
                        laws affecting the rights of creditors generally.

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

                8.1.3   The list of leases attached hereto as Exhibit B
                        represents all of the leases that affect the Property as
                        of May 4, 2006.

                8.1.4   Except as set forth on any schedule of litigation
                        delivered pursuant to Paragraph 4.1.5, to the best of
                        Seller's knowledge there are no actions, suits or
                        proceedings pending, or, threatened against Seller and
                        affecting any portion of the Real Property, at law or in
                        equity, or before or by any federal, state, municipal,
                        or other governmental court, department, commission,
                        board, bureau, agency, or instrumentality, domestic or
                        foreign.

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

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

                8.1.7   Seller has no knowledge of nor received any written
                        notice of violation issued pursuant to any environmental
                        law with respect to the Real Property or any use or
                        condition thereof other than the notice listed on the
                        attached Exhibit F.

                        In making the foregoing representations and warranties,
                we have not made or undertaken to make any investigation as to
                factual matters or as to the accuracy or completeness of any
                representation, warranty, data or any other information related
                thereto and hereby disclaim liability for any unintentional
                misstatement. Whenever the term "to the best of Seller's
                knowledge" or similar language is used herein with respect to
                the existence or absence of facts, it signifies that we have not
                undertaken any independent investigation of facts, but instead
                base our opinion in sole reliance upon the current actual
                knowledge of Rick Burnett and Thomas C. Young and we disclaim
                any obligation to conduct any independent investigation with
                respect to such matters.


                                       17
<PAGE>
        8.2     Approval of Property; Limitations on Seller Representations and
                Warranties.

                8.2.1   Seller makes no representations or warranties as to the
                        truth, accuracy, completeness, methodology of
                        preparation or otherwise concerning any engineering or
                        environmental reports, audits, the materials prepared by
                        the Seller, or any other materials, data or other
                        information whatsoever supplied to Buyer in connection
                        with Buyer's inspection of the Property. It is the
                        parties' express understanding and agreement that such
                        materials are provided only for Buyer's convenience in
                        making its own examination and determination prior to
                        the expiration of the Inspection Period as to whether it
                        wishes to purchase the Property, and, in doing so, Buyer
                        shall rely exclusively on its own independent
                        investigation and evaluation of every aspect of the
                        Property and not on any materials supplied by Seller.
                        Except as may be specifically provided elsewhere in this
                        Agreement, Buyer expressly disclaims any intent to rely
                        on any such materials provided to it by Seller in
                        connection with its inspection and agrees that it shall
                        rely solely on its own independently developed or
                        verified information. Except with respect to all
                        obligations in this Agreement (including without
                        limitation Seller's express representations and
                        warranties) that are expressly stated to survive
                        Closing, the indemnity provisions contained in the
                        documents delivered in connection with the closing of
                        the transactions contemplated by this Agreement
                        (collectively, the "Surviving Obligations"), Buyer
                        hereby releases Seller and its agents, representatives,
                        and employees from any and all claims, demands, and
                        causes of action, past, present, and future that Buyer
                        may have relating to (a) the condition of the Property
                        at any time, before or after the Closing, including
                        without limitation, the presence of any hazardous
                        materials, or (b) any other matter pertaining to the
                        Property. This release shall survive the Closing or the
                        termination of this Agreement.

                8.2.2   In the event of any breach by Seller of any of the
                        preceding representations or warranties or any other
                        breach by Seller of any other provision of this
                        Agreement which is discovered by Buyer prior to Closing
                        and which is not cured by Seller within ten (10)
                        business days of Seller's receipt of written notice,
                        Buyer's sole remedy shall be to elect in writing to
                        terminate this Agreement and receive a refund of the
                        Deposit or waive such breach and proceed with the
                        Closing. In the event of any material breach by Seller
                        of any of such representations or warranties or any
                        other material breach by Seller of any other provision
                        of this Agreement or any agreement delivered in
                        connection herewith discovered after Closing, Seller
                        shall be liable only for direct and actual damages
                        suffered by Buyer on account of Seller's breach, up to
                        the applicable limits described hereunder, and shall in
                        no event be liable for consequential or punitive
                        damages. Any liability of Seller hereunder for breach of
                        any such representations or warranties shall be limited
                        to (a) claims in excess of an aggregate of Fifty
                        Thousand Dollars ($50,000.00), and (b) a maximum


                                       18
<PAGE>
                        aggregate cap of Two Hundred Fifty Thousand Dollars
                        ($250,000.00). Notice of such claim must be delivered to
                        Seller in writing within three (3) months of Closing. In
                        no event shall Seller be liable for any indirect or
                        consequential damages on account of Seller's breach of
                        any representation or warranty contained in this
                        Agreement. Additionally, notwithstanding the foregoing,
                        if Buyer becomes aware prior to the Closing that any
                        representation or warranty hereunder is untrue, or any
                        covenant or condition to Closing has not been fulfilled
                        or satisfied (if not otherwise waived by Buyer), and
                        Buyer nonetheless proceeds to close on the purchase of
                        the Property, then Buyer shall be deemed to have
                        irrevocably and absolutely waived, relinquished and
                        released all rights and claims against Seller for any
                        damage or other loss arising out of or resulting from
                        such untrue representation or warranty or such
                        unfulfilled or unsatisfied covenant or condition.
                        Seller's representations and warranties set forth in
                        Section 8.1 shall survive the Closing for a period of
                        three (3) months.

                8.2.3   Approval of Property. The consummation of the purchase
                        and sale of the Property pursuant to this Agreement
                        shall be deemed Buyer's acknowledgement that it has had
                        an adequate opportunity to make such legal, factual and
                        other inspections, inquiries and investigations as it
                        deems necessary, desirable or appropriate with respect
                        to the Property. Such inspections, inquiries and
                        investigations of Buyer shall be deemed to include, but
                        shall not be limited to, any leases and contracts
                        pertaining to the Property, the physical components of
                        all portions of the Property, the physical condition of
                        the Property, such state of facts as an accurate survey,
                        environmental report and inspection would show, the
                        present and future zoning ordinance, ordinances,
                        resolutions. Buyer shall not be entitled to and shall
                        not rely upon, Seller or Seller's agents with regard to,
                        and Seller will not make any representation or warranty
                        with respect to: (i) the quality, nature, adequacy or
                        physical condition of the Property including, but not
                        limited to, the structural elements, foundation, roof,
                        appurtenances, access, landscaping, parking facilities,
                        or the electrical, mechanical, HVAC, plumbing, sewage or
                        utility systems, facilities, or appliances at the
                        Property, if any; (ii) the quality, nature, adequacy or
                        physical condition of soils or the existence of ground
                        water at the Property; (iii) the existence, quality,
                        nature, adequacy or physical condition of any utilities
                        serving the Property; (iv) the development potential of
                        the Property, its habitability, merchantability, or the
                        fitness, suitability, or adequacy of the Property for
                        any particular purpose; (v) the zoning or other legal
                        status of the Property; (vi) the Property or its
                        operations' compliance with any applicable codes, laws,
                        regulations, statutes, ordinances, covenants, conditions
                        or restrictions of any governmental or
                        quasi-governmental entity or of any other person or
                        entity; (vii) the quality of any labor or materials
                        relating in any way to the Property; or (viii) the
                        condition of title to the Property or the nature, status
                        and extent of any right-of-way, lease, right of
                        redemption, possession,


                                       19
<PAGE>
                        lien, encumbrance, license, reservation, covenant,
                        condition, restriction, or any other matter affecting
                        the Property except as expressly set forth in this
                        Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS
                        AGREEMENT AND/OR THE DEED, SELLER HAS NOT, DOES NOT, AND
                        WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS WITH
                        RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY
                        DISCLAIMS ANY OTHER IMPLIED WARRANTIES OR WARRANTIES
                        ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY
                        LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY,
                        HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR
                        USE. FURTHERMORE, SELLER HAS NOT, DOES NOT, AND WILL NOT
                        MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO
                        COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION,
                        OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR
                        REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE
                        PERTAINING TO THE HANDLING, GENERATING, TREATING,
                        STORING OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE
                        INCLUDING, WITHOUT LIMITATION, ASBESTOS, PCB AND RADON.
                        BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER
                        FAMILIAR WITH THIS TYPE OF PROPERTY AND THAT, SUBJECT
                        ONLY TO THE EXPRESS WARRANTIES SET FORTH IN THIS
                        AGREEMENT AND/OR CLOSING DOCUMENTS, BUYER WILL BE
                        ACQUIRING THE PROPERTY "AS IS AND WHERE IS, WITH ALL
                        FAULTS," IN ITS PRESENT STATE AND CONDITION, SUBJECT
                        ONLY TO NORMAL WEAR AND TEAR AND BUYER SHALL ASSUME THE
                        RISK THAT ADVERSE MATTERS AND CONDITIONS MAY NOT HAVE
                        BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS.
                        BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE ARE NO
                        ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
                        COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY
                        AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND
                        CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING,
                        AND NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
                        DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY
                        MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
                        REPRESENTATIONS OR INFORMATION PERTAINING TO THE
                        PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT,
                        EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE
                        SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.
                        EXCEPT WITH REGARD TO THE OBLIGATIONS EXPRESSLY SET
                        FORTH IN THIS AGREEMENT AND THE REPRESENTATIONS AND


                                       20
<PAGE>
                        WARRANTIES IN SECTION 8.1, BUYER HEREBY RELEASES SELLER
                        AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES FROM ANY
                        AND ALL LIABILITY RELATING TO THE CONDITION OF THE
                        PROPERTY BEFORE OR AFTER THE CLOSING AND ANY OTHER
                        MATTER RELATING TO THE PROPERTY, WHETHER KNOWN OR
                        UNKNOWN AT THE TIME OF THE CLOSING.

                8.2.4   Release. Except as expressly set forth in this Agreement
                        to the contrary and except for any claims arising under
                        the express representations, warranties or covenants of
                        Seller under this Agreement or under the indemnity
                        provisions of any document delivered in connection with
                        the closing of the transactions contemplated by this
                        Agreement, Buyer for itself and its agents, affiliates,
                        successors and assigns, hereby releases and forever
                        discharges Seller, and any party related to or
                        affiliated with Seller and their respective successors
                        and assigns (the "Seller Related Parties") from and
                        against any and all claims at law or equity which Buyer
                        or any party related to or affiliated with Buyer and
                        their respective successors and assigns (each a "Buyer
                        Related Party") whether known or unknown at the time of
                        this agreement, which Buyer or a Buyer Related Party has
                        or may have in the future, arising from or related to
                        any matter or thing relating to or in connection with
                        the Property, including but not limited to, the
                        documents and information referred to in this Agreement,
                        the leases and the tenants, the Loan, any construction
                        defects, errors or omissions in the design or
                        construction and arising out of the physical,
                        environmental, economic or legal condition of the
                        Property, including, without limitation, any claim for
                        indemnification or contribution arising under the
                        Comprehensive Environmental Response, Compensation, and
                        Liability Act (42 U.S.C. Section 9601, et. sm.) or any
                        similar federal, state or local statute, rule or
                        ordinance relating to liability of property owners or
                        operators for environmental matters. For the foregoing
                        purposes, Buyer hereby specifically waives the
                        provisions of Section 1542 of the California Civil Code
                        and any similar law of any other state, territory or
                        jurisdiction. Section 1542 provides:

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


                                       21
<PAGE>
                        BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS
                        CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS
                        IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF
                        THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT.


                        BUYER: _________________________

        8.3     INTENTIONALLY DELETED

        8.4     INTENTIONALLY DELETED

        8.5     Covenants of Seller. Seller hereby covenants as follows:

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

                8.5.2   From the end of the Effective Date through the date of
                        Closing, Seller will not enter into any new lease with
                        respect to the Property, without Buyer's prior written
                        consent, which shall not be unreasonably withheld.
                        Exercise of a renewal option shall not be considered a
                        new lease. Any brokerage commission payable with respect
                        to a new lease shall be paid by Buyer. Further, Seller
                        will not modify any existing Lease covering space in the
                        Property without first obtaining the written consent of
                        Buyer which shall not be unreasonably withheld. Buyer
                        shall have five (5) business days from its receipt of
                        Seller's notice of a new lease in which to approve or
                        disapprove of any new lease for which it has a right to
                        consent. Failure to respond in writing within said time
                        period shall be deemed to be consent;

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

                8.5.4   Seller shall not, without Buyer's written approval, (a)
                        amend or waive any right under any Service Contract, or
                        (b) enter into any agreement of any type affecting the
                        Property that is not terminable on 30 days notice.


                                       22
<PAGE>
9.      Representations and Warranties of Buyer. Buyer hereby represents and
        warrants to Seller as follows:

        9.1     Buyer is a limited partnership duly organized and validly
                existing under the laws of the State of Delaware. Buyer has full
                power and authority to enter into this Agreement, to perform
                this Agreement and to consummate the transactions contemplated
                hereby. This Agreement is a legal, valid and binding obligation
                of Buyer, enforceable against Buyer in accordance with its
                terms, subject to the effect of applicable bankruptcy,
                insolvency, reorganization, arrangement, moratorium or other
                similar laws affecting the rights of creditors generally.

10.     Conditions Precedent to Closing.

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

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

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

                10.1.3  Seller shall, no less than three (3) days prior to the
                        Closing, deliver to Buyer estoppel certificates for
                        tenants representing seventy percent (70%) of the square
                        feet which are leased by tenants as of the Effective
                        Date ("Estoppel Threshold"), which shall include (i)
                        Tenant Estoppels (as defined herein) for Cisco and
                        Rubbermaid (or its successors or assigns) or (ii) Tenant
                        Estoppels for Cisco and InfoEdge and a Seller Estoppel
                        (as defined herein) for Rubbermaid (or its successors or
                        assigns). Buyer and Seller agree that Seller may provide
                        and Buyer shall accept a Seller Estoppel if Seller
                        cannot obtain an estoppel pre-closing from Rubbermaid.
                        Seller shall, pre-closing, cooperate with Buyer in
                        obtaining, but shall not be obligated to obtain, any
                        subordination, non-disturbance and attornment agreement
                        requested by Buyer's lender. All estoppel certificates
                        shall be substantially in the form which such tenants
                        are required to provide pursuant to the terms of each
                        tenant's respective lease, or, at Seller's option, in
                        the form of Exhibit G attached hereto and incorporated
                        herein by this reference ("Tenant Estoppel"). In the
                        event Seller cannot for any reason obtain a tenant
                        estoppel letter from a tenant from whom an estoppel
                        letter is required, Seller, at its option, may deliver
                        to Buyer a Seller's (landlord) estoppel letter in the
                        form of Exhibit H attached hereto and


                                       23
<PAGE>
                        incorporated herein by this reference ("Seller
                        Estoppel"). Seller, in its sole discretion, will add
                        commercially reasonable content to the Tenant Estoppel,
                        as requested, to satisfy Buyer's lender. For purposes of
                        the foregoing sentence, the determination of
                        "commercially reasonable content" shall be determined by
                        Seller in its sole discretion. Seller's liability under
                        Seller's estoppel letters shall expire and be of no
                        further force or effect on the ninetieth (90th) day
                        following the Closing Date; provided, however, that if
                        Seller shall obtain an estoppel certificate from any
                        such tenant after delivery of such Seller's estoppel
                        letter with respect to a tenant, Seller's (landlord)
                        estoppel letter shall, as of the date of a tenant's
                        estoppel letter, be without further force or effect.
                        Seller's liability, under the Seller's estoppel
                        certificates shall automatically terminate and be of no
                        further force and effect upon satisfaction of the
                        Estoppel Threshold, irrespective of whether such tenant
                        estoppels are received before or after Closing. Seller
                        shall have no liability or responsibility for the
                        information set forth in the estoppel certificates
                        delivered by the tenants. Estoppel certificates shall be
                        deemed to satisfy this condition precedent unless they
                        disclose materially adverse matters and/or are
                        inconsistent with the documents delivered pursuant to
                        Section 4.1.10. Buyer shall notify Seller within five
                        (5) business days of receipt of a copy of the executed
                        estoppel certificate of its approval or disapproval and
                        the basis of such disapproval, if disapproved. If Buyer
                        disapproves of an estoppel certificate because of a
                        material, adverse matter disclosed therein, and Seller
                        is unable to obtain a reasonably acceptable estoppel
                        certificate prior to the Closing, but in no event later
                        than fifteen (15) days after Buyer's disapproval of
                        same, this Agreement shall terminate, Buyer shall
                        receive a refund of the Deposit and neither party shall
                        have any further obligation to the other except Buyer's
                        indemnification obligations under Paragraph 5.

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

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

                10.2.2  Seller shall have received approval of the Sale from all
                        entities comprising Seller not later than seven (7)
                        business days following the end of the Inspection
                        Period. Upon receipt of such approval, Seller shall
                        immediately notify Buyer of such approval in writing
                        ("Seller's 10.2.2 Approval"). In the event Seller shall
                        not receive such approval, Seller shall provide Buyer
                        with written notice of such non-approval ("Seller's
                        10.2.2 Notice"), terminate the Agreement, and,
                        notwithstanding Section


                                       24
<PAGE>
                        2.1.1 of this Agreement, return the Deposit to Buyer
                        within two (2) business days after Seller's 10.2.2
                        Notice, and neither party shall have any further
                        obligations to the other hereunder except Buyer's
                        indemnification under Section 5. Further, within three
                        (3) business days of Buyer's receipt of Seller's 10.2.2
                        Notice, either Buyer or the Amber Oaks V Seller may
                        terminate the Amber Oaks V Agreement in which event
                        Buyer shall received from Amber Oaks V Seller a refund
                        of the deposit under the Amber Oaks V Agreement and
                        neither party shall have any other obligations to the
                        other under the Amber Oaks V Agreement.

        If any such condition is not fully satisfied by Closing, the party in
        whose favor the condition runs shall notify the other party and may
        terminate this Agreement by written notice whereupon this Agreement may
        be canceled, upon return of the Due Diligence Items and, thereafter,
        neither Seller nor Buyer shall have any continuing obligations
        hereunder; provided, however, that if Buyer notifies Seller of a failure
        to satisfy the conditions precedent set forth in Section 10.1, Seller
        may, within ten (10) days of receipt of Buyer's notice agree to satisfy
        the condition by written notice to Buyer, and Buyer shall thereupon be
        obligated to close the transaction provided Seller so satisfies such
        condition. Closing may be delayed by Seller for up to ten (10) days
        after Seller's receipt of Buyer's notice to allow Seller time to satisfy
        such conditions. If Seller fails to timely cure any condition set forth
        in Section 10.1, this Agreement shall be canceled, Buyer shall receive a
        refund of the Deposit and neither party shall have any further liability
        hereunder.

11.     Damage or Destruction Prior to Closing.

        In the event that the Property should be damaged by any casualty prior
        to the Closing, then if the cost of repairing such damage, as reasonably
        estimated by Seller, is:

        11.1    Less than One Million Dollars ($1,000,000), the Closing shall
                proceed as scheduled and any insurance proceeds shall be
                distributed to Buyer to the extent not expended by Seller for
                restoration Buyer shall receive a credit at Closing equal to the
                property insurance policy deductible reduced by any applicable
                payments made by Seller for restoration;

        or if said cost is:

        11.2    Greater than One Million Dollars ($1,000,000), then either
                Seller or Buyer may elect to terminate this Agreement, in which
                case the Buyer shall return the Due Diligence Items to Seller
                and only if Seller elects to terminate this Agreement, the
                Deposit shall be returned to the Buyer and neither party shall
                have any further obligation to the other except for Buyer's
                indemnification obligations under Paragraph 5. Should Buyer
                proceed to Closing, Buyer shall receive any insurance proceeds
                and a credit at Closing equal to the property insurance policy
                deductible reduced by any applicable payments made by Seller for
                restoration.


                                       25
<PAGE>
12.     Eminent Domain.

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

13.     Notices.

        13.1    All notices, demands, or other communications of any type given
                by any party hereunder, whether required by this Agreement or in
                any way related to the transaction contracted for herein, shall
                be void and of no effect unless given in accordance with the
                provisions of this Paragraph. All notices shall be in writing
                and delivered to the person to whom the notice is directed,
                either in person, by United States Mail, as a registered or
                certified item, return receipt requested by telecopy or by
                Federal Express. Notices delivered by mail shall be deemed given
                when received. Notices by telecopy or Federal Express shall be
                deemed received on the business day following transmission.
                Notices shall be given to the following addresses:

                Seller:                     Theresa Hutton
                                            Triple Net Properties, LLC
                                            1551 N. Tustin Ave.  #200
                                            Santa Ana, CA  92705
                                            (714) 667-8252
                                            (714) 667-6860  fax


                                       26
<PAGE>
                With Required Copy to:      Thomas C. Young
                                            Triple Net Properties, LLC
                                            4 Hutton Centre Drive, Suite 700
                                            South Coast Metro, CA  92707
                                            (714) 667-8252 ext. 619
                                            (714) 918-9150  fax

                                            Joseph J. McQuade, Esq.
                                            Hirschler Fleischer
                                            The Federal Reserve Bank Building,
                                            16th Floor
                                            701 East Byrd Street
                                            Richmond, VA  23219
                                            (804) 771-9502
                                            (804) 644-0957  fax

                Buyer:                      Bradley Redelsperger
                                            Vice-President
                                            660 Newport Center Drive, Suite 1240
                                            Newport Beach, CA  92660

                With Required Copy to:      Tamarin L. Preston
                                            Director of Legal Affairs
                                            660 Newport Center Drive, Suite 1240
                                            Newport Beach, CA  92660

14.     Remedies.

        14.1    Defaults by Seller. If there is any default by Seller under this
                Agreement, which is not cured by Seller within ten (10) business
                days of Seller's receipt of written notice, Buyer may, as its
                sole options elect to either (a) declare this Agreement
                terminated and receive a refund of the Deposit; or (b) treat
                this Agreement as being in full force and effect and bring an
                action against Seller for specific performance. In the event of
                a Seller default, all time periods hereunder (including, but not
                limited to those referenced in Section 7.8) shall be extended
                for the lesser of seven (7) days, or the actual number of days
                in which Seller cured its default.

        14.2    Defaults by Buyer. If there is any default by Buyer under this
                Agreement, following notice to Buyer and seven (7) days, during
                which period Buyer may cure the default, then Seller may, as its
                sole remedy, declare this Agreement terminated and each party
                shall thereupon be relieved of all further obligations and
                liabilities, except any which survive termination.
                Notwithstanding the foregoing, the Buyer's right to cure shall
                be applicable to a failure to close and the Closing shall in no
                event be extended pursuant to this Section. In the event this
                Agreement is terminated due to the default of Buyer hereunder,
                Buyer shall deliver to Seller, at no cost to Seller, the Due
                Diligence Items and all of Buyer's


                                       27
<PAGE>
                Reports. In the event of a Buyer default, all time periods
                hereunder (including, but not limited to those referenced in
                Section 7.8) shall be extended for the lesser of seven (7) days,
                or the actual number of days in which Buyer cured its default.

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

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

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


                                       28
<PAGE>
15.     Assignment.

        Buyer may assign its rights under this Agreement to an entity in which
        Buyer has a legally controlling interest, provided, however, that Buyer
        shall have no such right unless a written assignment is delivered to
        Seller no later than 7 business days before Closing; and further
        provided that no such assignment shall relieve Buyer of its obligations
        hereunder.

16.     Interpretation and Applicable Law.

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

17.     Amendment.

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

18.     Attorney's Fees.

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

19.     Entire Agreement; Survival.

        This Agreement (and the items to be furnished in accordance herewith)
        constitutes the entire agreement between the parties pertaining to the
        subject matter hereof and supersedes all prior and contemporaneous
        agreements and understandings of the parties in connection therewith. No
        representation, warranty, covenant, agreement, or condition not
        expressed in this Agreement shall be binding upon the parties hereto nor
        affect or be effective to interpret, change, or restrict the provisions
        of this Agreement. All of the obligations of the parties hereunder and
        all other provisions of this Agreement shall be deemed to have merged
        into the Deed and shall be extinguished at Closing or the earlier
        termination of this Agreement, except as expressly provided herein.
        Notwithstanding anything to the contrary in this Agreement, the


                                       29
<PAGE>
20.     Multiple Originals only; Counterparts.

        Numerous agreements may be executed by the parties hereto. Each such
        executed copy shall have the full force and effect of an original
        executed instrument. This Agreement may be executed in any number of
        counterparts, all of which when taken together shall constitute the
        entire agreement of the parties.

21.     Acceptance.

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

22.     Real Estate Commission.

        Seller and Buyer each represent and warrant to the other that neither
        Seller nor Buyer has contracted or entered into any agreement with any
        real estate broker, agent, finder or any other party in connection with
        this transaction, and that neither party has taken any action which
        would result in any real estate broker's, finder's or other fees or
        commissions being due and payable to any party with respect to the
        transaction contemplated hereby, except that Seller has contracted with
        Triple Net Properties Realty, Inc., and Trammell Crow Central Texas,
        Ltd. as its brokers and will pay any commission due to said brokers
        under separate agreement. Seller shall pay at Closing a commission to
        VOIT Commercial Brokerage of One Hundred Sixty-Four Thousand Dollars
        ($164,000). Each party hereby indemnifies and agrees to hold the other
        party harmless from any loss, liability, damage, cost, or expense
        (including reasonable attorneys' fees) resulting to the other party by
        reason of a breach of the representation and warranty made by such party
        in this paragraph.

23.     Exchange.

        Each of Buyer and Seller reserves the right to structure the sale of the
        Property as a like kind exchange pursuant to Section 1031 of the
        Internal Revenue Code of 1986, as amended. In such event the party
        electing a like kind exchange shall have the right to assign its
        interest in this Agreement to a qualified exchange intermediary of its
        choosing to effect such exchange. The other party shall sign a customary
        assignment and/or notice of assignment, however, such assignment shall
        at no cost or expense to party from whom the notice is being requested
        and shall not otherwise affect the term of this Agreement.

24.     Confidentiality.

        Buyer agrees that, prior to the closing, all Property information
        received by Buyer shall be kept confidential as provided in this
        paragraph. Without the prior written consent of


                                       30
<PAGE>
        Seller, prior to the closing, the Property information shall not be
        disclosed by Buyer or its representatives, in any manner whatsoever, in
        whole or in part, except (1) to Buyer's representatives who need to know
        the Property information for the purpose of evaluating the Property and
        who are informed by the Buyer of the confidential nature of the Property
        information; (2) as may be necessary for Buyer or Buyer's
        representatives to comply with applicable laws, including, without
        limitation, governmental, regulatory, disclosure, tax and reporting
        requirements; to comply with other requirements and requests of
        regulatory and supervisory authorities and self-regulatory organizations
        having jurisdiction over Buyer or Buyer's representatives; to comply
        with regulatory or judicial processes; or to satisfy reporting
        procedures and inquiries of credit rating agencies in accordance with
        customary practices of Buyer or its affiliates; and (3) to prospective
        tenants of the Property.


              THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK


                                       31
<PAGE>
                               SIGNATURE PAGE FOR



                   -----------------------------------------

                   -----------------------------------------

                   -----------------------------------------


EXECUTED on this the 8th day of May, 2006 by:


SELLER:

        TREIT - AMBEROAKS, LP,
        a Texas limited liability company

        By:    /s/ Scott Peters
        Name:  Scott Peters
        Title: TREIT Chief Financial Officer



        NNN AMBEROAKS 1, LLC,
        a Texas limited liability company

        By:    /s/ Richard Hutton
        Name:  Richard Hutton
        Title: Chief Investment Officer


        NNN AMBEROAKS 2, LLC,
        a Texas limited liability company

        By:    /s/ Richard Hutton
        Name:  Richard Hutton
        Title: Chief Investment Officer


                                       32
<PAGE>
        NNN AMBEROAKS 3, LLC,
        a Texas limited liability company

        By:    /s/ Richard Hutton
        Name:  Richard Hutton
        Title: Chief Investment Officer


EXECUTED on this the 8 day of May, 2006 by:


BUYER:

        CHASE MERRITT, LP
        a Delaware limited partnership


        By: /s/ Chad Horning
           -----------------------------------

        Name:  Chad Horning
             ---------------------------------

        Title: CEO
              --------------------------------


                                       33
<PAGE>
                                    EXHIBIT A

                        Legal Description of the Property


TRACT 1: Lots 2 and 3, Block "E", STATE FARM SUBDIVISION SECTION TWO, a
subdivision in Williamson County, Texas, according to the map or plat thereof,
recorded in Cabinet Q, Slide(s) 125-126 of the Plat Records of Williamson
County, Texas.

TRACT 2: Lot 6A, Block "C", AMENDED PLAT OF STATE FARM SECTION THREE, a
subdivision in Williamson County, Texas, according to the map or plat thereof,
recorded in Cabinet Y, Slide(s) 164-166 of the Plat Records of Williamson
County, Texas, SAVE AND EXCEPT that portion conveyed to Williamson County in
Deed dated November 11, 2003, filed December 10, 2003 and recorded under
Document No. 2003118651 of the Official Public Records of Williamson County,
Texas.


                                       34
<PAGE>
                                    EXHIBIT B

                                     Leases


AMBER OAKS III
BUILDING A
EG&G
ACS State Healthcare
7-Eleven, Inc.
InfoEdge Technology
URS

BUILDING F
Netsolve/Cisco Systems

BUILDING J
Newell Rubbermaid, Inc.


                                       35
<PAGE>
                                    EXHIBIT C

                   Form of Assignment and Assumption Agreement


        This Assignment and Assumption Agreement (this "Assignment") is made as
of __________ ___, _____, by and between ___________________________, a
____________________ ("Assignor"), and ________________________, a
_________________________ ("Assignee").

        For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby grants, sells, transfers and
assigns unto Assignee all of the rights, title and interest of Assignor in, to
and under any and all of the following items, to the extent that they are
related to that certain real property located in the [County] [City] of
________________, State of __________, which is more particularly described in
Exhibit A attached hereto (the "Real Property"):

                (a) all contracts or agreements, if any, to the extent that they
        relate to the Real Property, or improvements thereon (including, but not
        limited to, maintenance or utility contracts);

                (b) all warranties, guarantees and indemnities (including,
        without limitation, those for workmanship, materials and performance)
        which exist or may hereafter exist, from, by or against any contractor,
        subcontractor, manufacturer or supplier or laborer or other services
        relating to the Real Property, or the improvements thereon;

                (c) plans, drawings, and specifications for the improvements to
        the Real Property; and

                (d) all intangible property used or useful in connection with
        the Real Property or the improvements thereon, including, without
        limitation, all trademarks, trade names [(including, without limitation,
        the exclusive right to use the name _____________________)], and all
        contract rights, guarantees, licenses, permits (to the extent
        transferable) and warranties.

                (e) all of Assignor's rights, title and interest in, to and
        under the leases (the "Leases") relating to the Real Property, together
        with any and all rights, title, estates and interests of Assignor as
        lessor under the Leases, whether now owned or hereafter acquired, in and
        to any improvements and fixtures located thereon and any rights,
        privileges, easements, rights of way or appurtenances appertaining
        thereto (including, without limitation, any and all rents, issues,
        profits, royalties, income and other benefits derived from the Real
        Property hereafter accruing, and any and all claims, causes of action,
        rights to proceeds or awards related to the Real Property hereafter
        accruing), together with all rights, title, estates and interests of
        Assignor in and to such security deposits and prepaid rents, if any, as
        have been paid to Assignor pursuant to such Leases,


                                       36
<PAGE>
        together with all rights, title, estates and interests of Assignor in
        and to any subleases, if any, relating to the Real Property.

        Assignee hereby accepts the foregoing assignment and agrees to assume
any executory obligations of Assignor arising after the date hereof in
connection with the agreements described in paragraph (a) above.

        Assignee hereby accepts the foregoing assignment and agrees to assume,
pay, perform and discharge, as and when due, all of the agreements and
obligations of Assignor under the Leases arising after the date hereof and
agrees to be bound by all of the terms and conditions of the Leases.

        Assignor hereby covenants that it will, at any time and from time to
time upon written request therefor, at Assignee's sole expense and without the
assumption of any additional liability therefor, execute and deliver to
Assignee, and its successors and assigns, any new or confirmatory instruments
and take such further acts as Assignee may reasonably request to fully evidence
the assignment contained herein and to enable Assignee, and its successors and
assigns, to fully realize and enjoy the rights and interests assigned hereby.

        The provisions of this Assignment shall be binding upon, and shall inure
to the benefit of, the successors and assigns of Assignor and Assignee,
respectively. This Assignment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which when taken together
shall constitute one and the same instrument.

        IN WITNESS WHEREOF, Assignor and Assignee have caused their duly
authorized representatives to execute this Assignment as of the date first above
written.

                                    ASSIGNOR:
                                                                   ,
                                    -------------------------------

                                    a
                                      ------------------------------

                                    By:
                                       ----------------------------------------

                                    Its:
                                        ---------------------------------------


                                    ASSIGNEE:
                                                                   ,
                                    -------------------------------

                                    a
                                      ------------------------------


                                    By:
                                       ----------------------------------------

                                    Its:
                                        ---------------------------------------


                                       37
<PAGE>
                                    EXHIBIT D

                              Form of Bill of Sale


        For good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the undersigned, _______________________, a
____________________ ("Seller"), does hereby give, grant, bargain, sell,
transfer, assign, convey and deliver to __________________, a _____________
("Buyer"), all personal property of Seller located on, in, or used or useful in
connection with that certain real property (the "Real Property") located in the
[County] [City] of ________________, State of __________, commonly known as
_____________________, which Real Property is more particularly described on
Exhibit A attached hereto.

        The assets transferred hereby are conveyed AS-IS WHERE-IS WITHOUT ANY
REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER.

        Seller hereby covenants that it will, at any time and from time to time
upon written request therefor, at Buyer's sole expense and without the
assumption of any additional liability thereby, execute and deliver to Buyer,
its nominees, successors and/or assigns, any new or confirmatory instruments and
do and perform any other acts which Buyer, its nominees, successors and/or
assigns, may reasonably request in order to fully assign and transfer to and
vest in Buyer, its nominees, successors and/or assigns, and protect its or their
rights, title and interest in and enjoyment of, all of the assets of Seller
intended to be transferred and assigned hereby, or to enable Buyer, its
nominees, successors and/or assigns, to realize upon or otherwise enjoy any such
assets.

        All references to "Seller" and "Buyer" herein shall be deemed to include
their respective nominees, successors and/or assigns, where the context permits.

Dated:               , 2006         SELLER:
        --------- ---
                                                                   ,
                                    -------------------------------

                                    a
                                      ------------------------------

                                    By:
                                       ----------------------------------------

                                    Its:
                                        ---------------------------------------


                                       38
<PAGE>
                                    EXHIBIT E

                               Tenant Improvements

The parties specifically agree that with respect to the Lease with potential URS
expansion into Suite 150 containing approximately 5,770 square feet, Buyer at
Closing will receive a credit in the amount of $110,378 representing the
estimated costs of tenant improvement work to be performed, leasing commissions
to be paid and one months' free rent.


                                       39
<PAGE>
                                    EXHIBIT F

                              Governmental Notices
                              Environmental Matters


Letter, dated June 30, 2005, to NNN Amberoaks, L.L.C. from Texas Commission on
Environmental Quality, regarding request for approval of an aboveground storage
tank facility plan for State Farm Amberoaks Corporate Center; Amberglen
Boulevard, Austin E.T.J., Texas.


                                       40
<PAGE>
                                    EXHIBIT G

                        Form Tenant Estoppel Certificate

        By lease, dated _________________ ("Lease"), the undersigned ("Tenant")
has leased from _____________________________., a ___________________or its
predecessors in interest ("Landlord") the lease premises located at
___________________________________ ___________________________________ which
are more particularly described in the Lease. Landlord, as owner of the property
("Property") of which the lease premises are a part, intends to sell the said
Property to __________________________________________________________ ("Buyer")
who, as a condition to the purchase of the Property, has required this tenant
estoppel certificate.

        In consideration of Buyer's agreement to purchase the Property, Tenant
agrees and certifies to Landlord and to Buyer as follows:

        1. The leased premises and possession thereof are accepted; the Lease is
in full force and effect; and the lease term begins on
____________________________________and ends on _____________________________.

        2. Tenant claims no present charge, lien or claim of offset against
rent.

        3. Rent is paid for the current month but is not paid and will not be
paid more than one month in advance. Basic or fixed rent is $___________ per
month and is due on the ______ of each month. A security deposit in the amount
of $___________ has been paid to Landlord.

        4. There are no existing defaults by reason of any act or omission of
the Landlord except as follows:

        5. The Lease has not been modified, except in accordance with the
amendments dated as follows:

        6. Attached is a true and correct copy of the Lease together with all
amendments, modifications or renewals.

        This certificate may be relied upon by Buyer, its lender from time to
time, and their respective successors and assigns.

        TENANT:                                                    ,
                                    -------------------------------

                                    a
                                      ------------------------------



                                    By:
                                       -------------------------------------

                                    Name:
                                         -----------------------------------

                                    Title:
                                          ----------------------------------


                                       41
<PAGE>
                                    EXHIBIT H

                    Form Seller/Landlord Estoppel Certificate


TO:
   ---------------------------------------------

RE:
   ---------------------------------------------

        Lease dated:
                    ----------------------------------------
        Landlord:
                 -------------------------------------------
        Tenant:
               ---------------------------------------------

        Demised Premises:
                         -----------------------------------

        Current Base Rental:
                            --------------------------------

        The undersigned ("Seller") hereby certifies as of the date hereof, the
following:

        1. Attached hereto is a true, correct and complete copy of the
above-described Lease along with all amendments and modifications thereto (the
"Lease").

        2. The Lease is in full force and effect and has not been amended,
modified. supplemented or superseded except as follows:




        3. The information describing the Lease as shown above is correct except
as follows:



        This letter is given by Seller to ("Buyer") in connection with the sale
of that certain property described in that certain Purchase and Sale Agreement,
dated as of ________________, 2006, by and between Buyer and Seller (the "Sale
Agreement") and is intended solely for the benefit of Buyer and no other person
or entity may rely on any matter set forth herein. Seller shall only be liable
for the information set forth herein for ninety (90) days after the date hereof;
provided, however, that if Seller obtains an estoppel certificate from the
tenant identified hereinabove after the date hereof that complies with the terms
of Section 10.1.3 of the Agreement for Purchase and Sale, this certificate shall
be without further force or effect as of the date of such tenant's estoppe1
certificate.

        Anything in this letter to the contrary notwithstanding, the maximum
aggregate liability of Seller for Seller's breaches of representations and
warranties contained herein shall be limited as set forth in the Agreement of
Purchase and Sale. Notwithstanding the foregoing, however, Buyer hereby
expressly waives, relinquishes and releases any right or remedy available to it
at law, in equity or under the Sale Agreement to make a claim against Seller for
damages that Buyer may incur as the result of any of Seller's representations or
warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed
to know that such representation or


                                       42
<PAGE>
warranty was untrue, inaccurate or incorrect on or before the date hereof, or
(b) Buyer's damages as a result of such representations or warranties being
untrue, inaccurate or incorrect are reasonably estimated to aggregate less than
$50,000.

Dated as of this ____ day of __________________, 2006.



                                                                   ,
                                    -------------------------------

                                    a
                                      ------------------------------



                                    By:
                                       -------------------------------------

                                    Name:
                                         -----------------------------------

                                    Title:
                                          ----------------------------------


                                       43

<PAGE>
                                    EXHIBIT I

                                   AMBER OAKS
                            LEASE DOCUMENT INVENTORY
                                  AS OF 5/4/06

                                 AMBER OAKS III


<TABLE>
<CAPTION>
 BUILDING-ADDRESS     SUITE        TENANT                DOCUMENT INVENTORY
 ----------------     -----        ------                ------------------
<S>                   <C>       <C>                      <C>
A-13640               160/250   InfoEdge                 1.   Lease dated September 30, 2005
                                                         2.   1st Amendment dated February 16, 06

F-9500               100 & 200  Cisco Systems, Inc.      1.   Lease dated June 7, 2000
                                                         2.   LOC dated July 3, 2001
                                                         3.   LOC dated 8/20/04 - expired 8/31/05 ($345,000)

J-9301                  999     Newell Rubbermaid,       1.   Lease dated May 23, 2002
                                Inc.                     2.   1st Amendment dated December 5, 2003
                                                         3.   Option Agreement dated December 5, 2003
                                                         4.   Assignment of Lease dated April 13, 2004
</TABLE>


                                       44