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                                                                    EXHIBIT 10.3

                         AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this 3rd day of November 2005, by
and between NNN Oakey Building 2003, LLC, a Delaware limited liability company,
("Seller"), and Trans-Aero Land & Development Corporation and/or nominee
("Buyer"), with reference to the following facts:

      A.    Seller owns certain real property located in Clark County, Nevada
            and more specifically described in Exhibit A attached hereto (the
            "Land"), commonly known as the Oakey Building and such other assets,
            as the same are herein described.

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

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

1.    Purchase and Sale.

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

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

            1.1.2.  The lease (the "Lease"), including any amendments, with the
                    tenant ("Tenant") leasing the Real Property as of the date
                    of this Agreement or hereafter entered into in accordance
                    with the terms hereof prior to Close of Escrow, together
                    with all security deposits, other deposits held in
                    connection with the Lease, lease guarantees and other
                    similar credit enhancements providing additional security
                    for the Lease;

            1.1.3.  All tangible and intangible personal property owned by
                    Seller located on or used in connection with the Real
                    Property, including, specifically, without limitation,
                    equipment, furniture, tools and supplies, and all related
                    intangibles including, without limitation,

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                    Seller's interest, if any, in the name "Oakey Building" (the
                    "Personal Property");

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

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

2.    Purchase Price.

      The total Purchase Price of the Property shall be TWENTY TWO MILLION TWO
      HUNDRED FIFTY THOUSAND Dollars ($22,250,000.00) ("Purchase Price") payable
      as follows:

      2.1.  Deposit/Further Payments/Down Payment.

            2.1.1.  Concurrent with Opening of Escrow (as hereinafter defined),
                    Buyer shall deposit into Escrow the amount of $250,000.00
                    (the "Deposit"), in the form of a wire transfer payable to
                    FIRST AMERICAN TITLE COMPANY AT 3960 HOWARD HUGHES PARKWAY,
                    SUITE 380, LAS VEGAS, NV 89109, ATTN: JULIE SANDEFUR
                    ("Escrow Holder"). Escrow Holder shall place the Deposit
                    into an interest bearing money market account at a bank or
                    other financial institution reasonably satisfactory to
                    Buyer, and interest thereon shall be credited to Buyer's
                    account. On or before the end of the Inspection Period
                    (hereinafter defined), Buyer shall deposit and additional
                    $150,000.00 (the "Additional Deposit") into escrow which
                    shall become Buyer's notification signifying Buyer's
                    approval and acceptance of all Inspections (hereinafter
                    defined) and all Due Diligence Items (hereinafter defined)
                    provided from Seller to Buyer. Both the Deposit and the
                    Additional Deposit shall become non-refundable upon
                    expiration of the Inspection Period and applicable to the
                    Purchase Price.

            2.1.2.  On or before Close of Escrow, Buyer shall deposit into
                    Escrow the balance of the Purchase Price, by wire transfer
                    payable to Escrow Holder.

3.    Title to Property.

      3.1.  Title Insurance.

            Escrow Holder will obtain an extended coverage ALTA owner's policy
            of title insurance (1970, Form B) from Commonwealth Land Title (the
            "Title Company") with their standard provisions and exceptions (the
            "Title

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            Policy") in the amount of the Purchase Price, together with such
            endorsements as Buyer may reasonably require. The Title Policy is to
            be free and clear of encumbrances except as follows:

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

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

      3.2.  Procedure for Approval of Title.

            During the Inspection Period (hereafter defined) Buyer shall review
            the Title Documents (hereinafter defined) and the ALTA survey by
            Jerry A. Cook, Jr. dated August 9, 2005(the "Survey") of the
            Property which has been delivered by Seller. 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. Seller shall, in any event, and without
            the necessity of an objection by Buyer, remove any encumbrance
            securing financing. 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 Close of Escrow. 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 remedies, either to (i) terminate this Agreement and
            obtain a refund of the Deposit by providing written notice of
            termination to Seller before the end of the Inspection Period and
            returning the Due Diligence Items (hereinafter defined) to the
            extent delivered to Buyer 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 or 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, and in fact cured to
            Buyer's satisfaction prior to the Close of Escrow, shall be deemed
            "Permitted Exceptions."

4.    Due Diligence Items.

      4.1.  Seller shall deliver to Buyer each of the following (collectively,
            the "Due Diligence Items"):

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            4.1.1.  See attached Exhibit B - Due Diligence Document List.

      4.2.  Estoppel Certificate.

            As a condition precedent to Buyer's obligation to acquire the
            Property, Seller shall obtain and deliver to Buyer an estoppel
            certificate, from Tenant substantially in the form of Exhibit A. The
            estoppel certificate shall be deemed to satisfy this condition
            precedent if it is in the form of Exhibit A and does not disclose
            material adverse matters. Buyer shall notify Seller within three (3)
            business days of receipt of a copy of the executed estoppel
            certificate of its approval or disapproval and the basis of such
            disapproval, if disapproved. If Buyer disapproves of the estoppel
            certificate because of a material, adverse matter disclosed therein,
            and Seller is unable to obtain a reasonably acceptable estoppel
            certificate prior to the Close of Escrow, this Agreement shall
            terminate at Buyer's option, Buyer shall be entitled to a refund of
            the Deposit, and neither party shall have any further obligation to
            the other except Buyer's indemnification obligations under Paragraph
            5.

5.    Inspections.

            Buyer, at its sole expense, shall have the right to conduct
            feasibility, environmental, engineering and physical studies or
            other tests (the "Inspections") of the Property at any time during
            the Inspection Period (hereinafter defined). Buyer, and its duly
            authorized agents or representatives, shall be permitted to enter
            upon the Property at all reasonable times during the Inspection
            Period in order to conduct engineering studies, soil tests and any
            other Inspections and/or tests that Buyer may deem necessary or
            advisable. Buyer must arrange all Inspections of the Property with
            Seller at least two (2) business days in advance of any Inspections.
            In the event that the review and/or Inspection conducted pursuant to
            this paragraph shows any fact, matter or condition to exist with
            respect to the Property that is unacceptable to Buyer, in Buyer's
            sole subjective discretion, then Buyer shall be entitled, as its
            sole and exclusive remedy, to (1) terminate this Agreement and
            obtain a refund of the Deposit, or (2) waive the objection, and
            close the transaction as otherwise contemplated herein. Buyer agrees
            to promptly discharge any liens that may be imposed against the
            Property as a result of the Inspections and to defend, indemnify and
            hold Seller harmless from all, claims, suits, losses, costs,
            expenses (including without limitation court costs and attorneys'
            fees), liabilities, judgments and damages incurred by Seller as a
            result of any negligent act or omission by Buyer or its agents in
            connection with the Inspections.

      5.1.  Approval.

            5.1.1.  Buyer shall have ten (10) days after the receipt of all of
                    the items referenced in the attached Exhibit B, the due
                    diligence list ("Inspection Period") to approve or
                    disapprove the Inspections. If (1) the Buyer shall
                    disapprove the Inspections within the Inspection

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                    Period, or (2) the Buyer fails to inform seller and escrow
                    holder of its approval prior to the end of the inspection
                    period, this Agreement and the Escrow shall thereupon be
                    terminated, Buyer shall not be entitled to purchase the
                    Property, Seller shall not be obligated to sell the Property
                    to Buyer and the parties shall be relieved of any further
                    obligation to each other with respect to the Property,
                    except as provided in Paragraph 5.

            5.1.2.  Notwithstanding anything to the contrary contained herein,
                    Buyer hereby agrees that, in the event this Agreement is
                    terminated for any reason, then Buyer shall promptly and at
                    its 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, (a)
                    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"), and (b) against
                    payment by Seller of 50% of Buyer's costs in obtaining the
                    Buyer's Reports. Buyer shall cooperate with Seller at no
                    expense to Buyer in order to obtain a waiver of any such
                    limitations. Buyer makes no representation as to the
                    accuracy or completeness of any of the Buyer's Reports.

            5.1.3.  Notwithstanding any contrary provision of this Agreement,
                    Buyer acknowledges that Seller is not representing or
                    warranting that any of the Due Diligence Items prepared by
                    third parties are accurate or complete, such as the Survey,
                    engineering reports and the like. Seller advises Buyer to
                    independently verify the facts and conclusions set forth
                    therein, provided however, Seller warrants that it has no
                    knowledge of any material errors or misstatements in such
                    information regarding the Property.

6.    Escrow.

      6.1.  Opening.

            Purchase and sale of the Property shall be consummated through an
            escrow ("Escrow") to be opened with Escrow Holder within two (2)
            business days after the execution of this Agreement by Seller and
            Buyer. Escrow shall be deemed to be opened as of the date fully
            executed copies (or counterparts) of this Agreement are delivered to
            Escrow Holder by Buyer and Seller ("Opening of Escrow"). This
            Agreement shall be considered as the Escrow instructions between the
            parties, with such further instructions as Escrow Holder shall
            reasonably require in order to clarify its duties and
            responsibilities. Such further reasonable instructions shall be
            promptly signed by Buyer and Seller and returned to

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            Escrow Holder within three (3) business days of receipt thereof. In
            the event of any conflict between the terms and conditions of this
            Agreement and such further instructions, the terms and conditions of
            this Agreement shall control.

      6.2.  Close of Escrow.

            6.2.1.  Escrow shall close ("Close of Escrow") within three (3) days
                    following delivery to Buyer of a temporary certificate of
                    occupancy ("TCO") for the property and the Parking Garage
                    (hereinafter defined), but in no event before November 30,
                    2005. Buyer shall have the option to extend the closing date
                    by two additional ten (10) day periods by increasing the
                    non-refundable deposit by an additional One Hundred Thousand
                    Dollars ($100,000) for each ten (10) day period. Said
                    deposit(s) and all earned interest shall be applicable to
                    the Purchase Price.

      6.3.  Buyer Required to Deliver.

            Buyer shall deliver to Escrow the following:

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


            6.3.2.  On or before Close of Escrow, the payment required by
                    Paragraph 2.1.2; provided, however that Buyer shall not be
                    required to deposit the amount specified in Paragraph 2.1.2
                    until Buyer has been notified by Escrow Holder that (i)
                    Seller has delivered to Escrow each of the documents and
                    instruments to be delivered by Seller in connection with
                    Buyer's purchase of the Property, (ii) Title Company has
                    committed to issue and deliver the Title Policy to Buyer and
                    (iii) the only impediment to Close of Escrow is delivery of
                    such amount by or on behalf of Buyer;

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

            6.3.4.  Counterpart originals of the Assignment and Assumption
                    Agreement and Escrow Agreement referred to in Paragraph 6.4.

      6.4.  Seller Required to Deliver.

            On or before Close of Escrow (or at such time prior to the Close of
            Escrow as is specified below), Seller shall deliver to Escrow (or
            directly to Buyer if specified below) the following:

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

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            6.4.2.  An executed Certificate of Non-Foreign Status;

            6.4.3.  A bill of sale of the Personal Property, if any, without
                    warranty, in favor of Buyer and duly executed by Seller;

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

            6.4.5.  An original escrow agreement (the "Escrow Agreement") duly
                    executed by Seller and Escrow Holder, in the form of Exhibit
                    B, together with the deposit in the sum of $1,745,629.00
                    which is required to be held in escrow by Escrow Holder for
                    the purposes described in the Escrow Agreement;

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

            6.4.7.  Tenant estoppel certificates as required by Paragraph 4.2,
                    at least 15 days prior to the date then scheduled for the
                    Close of Escrow;

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

            6.4.9.  Seller shall deliver all records and files relating to the
                    management or operation of the Property, including, without
                    limitation, all insurance policies, all security contracts,
                    all tenant files (including correspondence), property tax
                    bills, and all calculations used to prepare statements of
                    rental increases under the Lease and statements of common
                    area charges, insurance, property taxes and other charges
                    which are paid by Tenant; and

            6.4.10. A certificate of Seller to the effect that all of the
                    representations and warranties of Seller set forth in this
                    Agreement are accurate as of the Close of Escrow. If, due to
                    a circumstance beyond the Seller's reasonable control, the
                    Seller is unable to deliver a certificate to the effect that
                    all of the representations and warranties of Seller set
                    forth in this Agreement are accurate as of the Close of
                    Escrow, this Agreement and the Escrow shall thereupon be
                    terminated, Buyer shall not be entitled to purchase the
                    Property, Seller shall not be obligated to sell the Property
                    to Buyer and the parties shall be relieved of any further
                    obligation to each other with respect to the Property,
                    except as provided in Paragraph 5.

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      6.5.  Buyer's Costs.

            Buyer shall pay the following:

            6.5.1.  One-half (1/2) of Escrow Holder's fees, costs and expenses
                    (other than those in connection with the Escrow Agreement);

            6.5.2.  50% of the documentary transfer tax;

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

            6.5.4.  The amount by which the premium for an extended coverage
                    policy of title insurance in the amount of the Purchase
                    Price exceeds the premium for a CLTA owner's title insurance
                    policy in the same amount.

      6.6.  Seller's Costs.

            Seller shall pay the following:

            6.6.1.  One-half (1/2) of Escrow Holder's fees, costs and expenses
                    (other than those in connection with the Escrow Agreement);

            6.6.2.  The cost of recording the Grant Deed, including 50%
                    documentary transfer taxes;

            6.6.3.  The Title Company's premium for the Title Policy, to the
                    extent not paid by Buyer under Paragraph 6.5;

            6.6.4.  All of Escrow Holder's fees, costs and expenses in
                    connection with the Escrow Agreement;

            6.6.5.  All other costs customarily borne by sellers of real
                    property in Clark County, Nevada.

      6.7.  Prorations.

            6.7.1.  Real property taxes, assessments, rents, security deposits,
                    and CAM expenses shall be prorated through Escrow between
                    Buyer and Seller as of Close of Escrow. Rents, security
                    deposits and CAM expenses shall be approved by Buyer prior
                    to Close of Escrow. Rents and other charges under the Lease
                    that are delinquent as of the Close of Escrow will not be
                    prorated, and rents and other amounts received by Buyer on
                    or after the Close of Escrow in respect of the Lease will be
                    applied in the following order: (i) to Buyer's actual
                    out-of-pocket costs of collection incurred with

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                    respect to the collected amounts; (ii) to rents due under
                    the Lease for the month in which the payment is received by
                    Buyer; (iii) to rents attributable to any period after the
                    Close of Escrow that are past due on the date of receipt;
                    and (iv) to rents and other charges delinquent as of the
                    Close of Escrow (and Buyer promptly will remit these amounts
                    to the Seller). Buyer will use commercially reasonable
                    efforts to collect any delinquent rents, provided that Buyer
                    has no obligation to institute legal proceedings, including
                    an action for unlawful detainer, against the Tenant. In no
                    event will Seller commence or maintain any action after the
                    Close of Escrow against the Tenant to collect any sums
                    purportedly owed by the Tenant to Seller. Tax and assessment
                    prorations shall be based on the latest available tax bill.
                    If, after Close of Escrow, Buyer receives any further or
                    supplemental tax bill relating to any period prior to Close
                    of Escrow, or Seller receives any further or supplemental
                    tax bill relating to any period after Close of Escrow, the
                    recipient shall promptly deliver a copy of such tax bill to
                    the other party, and not later than ten (10) days prior to
                    the delinquency date shown on such tax bill Buyer and Seller
                    shall deliver to the taxing authority their respective
                    shares of such tax bill, prorated as of Close of Escrow.

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

            6.7.3.  Seller agrees to indemnify and hold Buyer harmless of and
                    from any and all liabilities, claims, demands, suits, and
                    judgments, of any kind or nature, including court costs and
                    reasonable attorneys' fees (except those items which under
                    the terms of this Agreement specifically become the
                    obligation of Buyer), brought by the Tenant or any other
                    third parties and based on events occurring on or before the
                    date of closing and which are in any way related to the
                    Property, and all expenses related thereto, including but
                    not limited to court costs and attorneys' fees.

            6.7.4.  Buyer agrees to indemnify and hold Seller harmless of and
                    from any and all liabilities, claims, demands, suits and
                    judgments, of any kind or nature, including court costs and
                    reasonable attorneys' fees, brought by the Tenant or any
                    other third parties and based on events occurring subsequent
                    to the date of closing and which are in any way related to
                    the Property, and all expenses related thereto, including,
                    but not limited to, court costs and attorneys' fees,

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                    provided, that the foregoing indemnity shall not be
                    construed to limit the effect of, nor shall it be applicable
                    to the subject matter of, any of Seller's representations
                    and warranties expressed in this Agreement or in the closing
                    documents delivered by Seller.

      6.8.  Determination of Dates of Performance.

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

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

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

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

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

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

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

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

7.    Representations, Warranties, and Covenants.

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

      7.1.  Seller is a limited liability company duly formed and validly
            existing under the laws of the State of Delaware. Seller has full
            power and authority to enter into this Agreement, to perform this
            Agreement and to consummate the transactions contemplated hereby.
            The execution, delivery and performance of this Agreement and all
            documents contemplated hereby by Seller have been duly and validly
            authorized by all necessary action on the part of Seller and all
            required consents

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            and approvals have been duly obtained and will not result in a
            breach of any of the terms or provisions of, or constitute a default
            under any indenture, agreement or instrument to which Seller is a
            party. This Agreement is a legal, valid and binding obligation of
            Seller, enforceable against Seller in accordance with its terms,
            subject to the effect of applicable bankruptcy, insolvency,
            reorganization, arrangement, moratorium or other similar laws
            affecting the rights of creditors generally.

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

      7.3.  Except as set forth in the Due Diligence Items, there are no pending
            or, to the Manager's Knowledge (as defined below), threatened
            actions, suits, arbitrations, claims, attachments, proceedings,
            assignments for the benefit of creditors, insolvency, bankruptcy,
            reorganization, or other proceedings affecting or with respect to
            the Property, or by or against Seller.

      7.4.  Except as set forth in the Due Diligence Items, Seller has received
            no written notice from any governmental authority of any material
            violation of any law, statute, ordinance, regulation, or
            administrative or judicial order or holding, whether or not
            appearing in public records, with respect to the Property, which
            violation has not, to the Manager's Knowledge, been corrected in
            accordance with the notice or applicable law, statute, ordinance,
            regulation or order.

      7.5.  Except as set forth in the Due Diligence Items, Seller has received
            no written notice from any governmental authority of any
            condemnation proceeding relating to the Property.

      7.6.  Except as set forth in the Due Diligence Items, Seller has not
            received written notice from any Governmental Authority that (A) the
            Property is in violation of any federal, state and local laws,
            ordinances, regulations, administrative and judicial decrees,
            judgments, orders and directives applicable to the Property with
            respect to hazardous or toxic substances, industrial hygiene, the
            protection of human health, public or worker safety, occupational
            health, wildlife or the environment (collectively, "Environmental
            Laws"), which violation has not, to the Manager's Knowledge, been
            corrected in all material respects in accordance with the notice or
            applicable law, statute,

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            ordinance, regulation, decree, judgment, directive or order, or (B)
            past or current tenants of all or any portion of the Property or any
            other person or entity have owned, used, generated, produced,
            manufactured, treated, stored, transported, handled, installed,
            released, discharged or disposed of any substance that is
            designated, defined, classified, or regulated as a hazardous
            substance, toxic substance, hazardous waste, pollutant or
            contaminant (including petroleum hydrocarbons, PCBs, asbestos,
            explosives, corrosives, toxic materials, flammable materials,
            infectious materials, radioactive materials, carcinogenic materials
            and reproductive toxicants) on or beneath the Property or on or in
            the air, surface or ground water associated with the Property in
            violation of applicable Environmental Laws.

      7.7.  Other than the Lease, there are no leases, licenses or occupancy
            agreements in effect at the Property. Neither Seller nor the Tenant
            is in breach or default of any obligation under the Lease and-Seller
            has not received notice from the Tenant alleging that Seller is in
            breach or default of any obligation under the Lease. Seller has
            delivered to Buyer an accurate and complete copy of the Lease. All
            leasing commissions and fees, and tenant improvement allowances due
            with respect to the current term of the Lease have either been paid
            in full or, if currently owed, will be satisfied before or at
            Closing. . No brokerage commissions or fees, tenant improvement
            allowances, free rent, or other concessions will become due in
            connection with the exercise of any renewal or expansion option by
            the Tenant under the terms of the Lease as of the date of the
            execution of this Agreement.

      7.8.  True, correct, and complete copies of all documents in Seller's
            possession or control, relating to the Property and containing
            information material to its condition, usefulness, or value, have
            been delivered by Seller to Buyer.

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

      7.10. Darryll Goodman is the asset manager of the Seller, and all material
            circumstances relating to the Property would, in the ordinary course
            of business of the Seller, come to his attention.

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

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

<PAGE>

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

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

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

            7.11.5. Seller shall fully and timely comply with all obligations to
                    be performed by it under the Lease, the Contracts, and all
                    permits, licenses, approvals and laws, regulations and
                    orders applicable to the Property; Seller shall use
                    commercially reasonable efforts to arrange for the
                    expeditious completion of construction of the parking garage
                    (the "Parking Garage") currently under construction at the
                    Property, in accordance with the plans and specifications
                    previously delivered to Buyer and in compliance with all
                    applicable building permits, legal requirements, and
                    requirements of the Lease, provided that Seller is not
                    limited to the original plans and specifications of the
                    Parking Garage so long as all change orders are approved by
                    Tenant (if approval is required by the Lease) and all
                    applicable regulatory entities, and all material change
                    orders are also approved by the Buyer, for which purpose
                    Seller will give notice to the Buyer. If, after notification
                    of a proposed material change order, Buyer has not approved
                    or disapproved the change order within 10 days, the change
                    order shall be deemed approved by

<PAGE>

                    Buyer). The Tenant has no right to approve or disapprove of
                    the construction of the Parking Garage. Seller shall
                    otherwise operate the Property in the same manner as during
                    Seller's ownership of the Property prior to the execution of
                    this Agreement.

      7.12. 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 (except as
            expressly set forth in this Agreement) with respect to: (i) the
            quality, nature, adequacy or physical condition of the Property
            including, but not limited to, the structural elements, foundation,
            roof, appurtenances, access, landscaping, parking facilities, or the
            electrical, mechanical, HVAC, plumbing, sewage or utility systems,
            facilities, or appliances at the Property, if any; (ii) the quality,
            nature, adequacy or physical condition of soils or the existence of
            ground water at the Property; (iii) the existence, quality, nature,
            adequacy or physical condition of any utilities serving the
            Property; (iv) the development potential of the Property, its
            habitability, merchantability, or the fitness, suitability, or
            adequacy of the Property for any particular purpose; (v) the zoning
            or other legal status of the Property; (vi) the Property or its
            operations' compliance with any applicable codes, laws, regulations,
            statutes, ordinances, covenants, conditions or restrictions of any
            governmental or quasi-governmental entity or of any other person or
            entity; (vii) the quality of any labor or materials relating in any
            way to the Property; or (viii) the condition of title to the
            Property or the nature, status and extent of any right-of-way,
            lease, right of redemption, possession, lien, encumbrance, license,
            reservation, covenant, condition, restriction, or any other matter
            affecting the Property except as expressly set forth in this
            Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE
            CLOSING DOCUMENTS, 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,

<PAGE>

            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 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.

      7.13. As used in this Section 7, the term "Manager's Knowledge" shall mean
            the actual knowledge of Darryll Goodman, without any duty of
            investigation.

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

      8.1.  The execution, delivery and performance of this Agreement and all
            documents contemplated hereby by Buyer will not result in a breach
            of

<PAGE>

            any of the terms or provisions of, or constitute a default under any
            indenture, agreement or instrument to which Buyer is a party. This
            Agreement is a legal, valid and binding obligation of Buyer,
            enforceable against Buyer in accordance with its terms, subject to
            the effect of applicable bankruptcy, insolvency, reorganization,
            arrangement, moratorium or other similar laws affecting the rights
            of creditors generally.

9.    Conditions Precedent to Closing.

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

      9.1.  All of the representations, warranties and agreements of Seller set
            forth in this Agreement shall be true and correct in all material
            respects as of the date hereof and as of the Closing 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. If, due
            to a circumstance beyond the Seller's reasonable control, this
            condition cannot be met by the Seller, this Agreement and the Escrow
            shall thereupon be terminated, Buyer shall not be entitled to
            purchase the Property, Seller shall not be obligated to sell the
            Property to Buyer and the parties shall be relieved of any further
            obligation to each other with respect to the Property, except as
            provided in Paragraph 5.

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

      9.3.  Effective as of closing, the management agreement affecting the
            Property shall be terminated by Seller and any and all termination
            fees incurred as a result thereof shall be the sole obligation of
            Seller.

      9.4.  Seller shall have completed the construction of the Parking Garage,
            in accordance with the plans and specifications previously delivered
            to Buyer and in compliance with all applicable building permits,
            legal requirements, and requirements of the Lease. Seller shall have
            paid all of the costs of the construction of the Parking Garage and
            shall have provided Buyer and the Title Company with such lien
            waivers and other evidence of the payment as they may reasonably
            require.

      9.5.  If any such condition is not fully satisfied by closing, Buyer shall
            so notify Seller and may terminate this Agreement by written notice
            to Seller whereupon this Agreement may be canceled, upon return of
            the Due Diligence Items the Deposit shall be paid to Buyer and,
            thereafter,

<PAGE>

            neither Seller nor Buyer shall have any continuing obligations
            hereunder.

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

10.   Damage or Destruction Prior to Close of Escrow.

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

      10.1. Less than Two Hundred Fifty Thousand Dollars ($250,000), the Close
            of Escrow shall proceed as scheduled, any insurance proceeds shall
            be distributed to Buyer to the extent not expended by Seller for
            restoration, and Buyer shall be credited against the Purchase Price
            with the amount of any deductible under Seller's insurance policies
            covering the loss;

or if said cost is:

      10.2. Greater than Two Hundred Fifty Thousand Dollars ($250,000), then
            either Buyer may elect to terminate this Agreement, in which case
            upon return of the Due Diligence Items the Deposit shall be returned
            to Buyer and neither party shall have any further obligation to the
            other except for Buyer's indemnification obligations under Paragraph
            5. If Buyer does not elect to terminate this Agreement under the
            terms of this Paragraph 10.2, the Close of Escrow shall proceed as
            scheduled, any insurance proceeds shall be distributed to Buyer to
            the extent not expended by Seller for restoration, and Buyer shall
            be credited against the Purchase Price with the amount of any
            deductible under Seller's insurance policies covering the loss.

11.   Eminent Domain.

      11.1. If, before the Close of Escrow, proceedings are commenced for the
            taking by exercise of the power of eminent domain of all or a
            material part of the Property which, as reasonably determined by
            Buyer, would render the Property unacceptable to Buyer or unsuitable
            for Buyer's intended use, Buyer shall have the right, by giving
            notice to Seller

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

12.   Notices.

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

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

            With Required Copy to:    Glenn Moore, Esq.
                                      Hirschler Fleischer
                                      The Federal Reserve Bank Building, 16th Fl
                                      701 East Byrd Street
                                      Richmond, VA 23219
                                      (804) 771-9529
                                      (804) 644-0957 fax

<PAGE>

            Buyer:                 Trans-Aero Land & Development Corp.
                                      3170 Polaris Ave., Suite 24
                                      Las Vegas, NV 89102
                                      (702) 947-7100
                                      (702) 947-7106 fax

            With Required Copy to:    David Barksdale
                                      McDonald Carano Wilson
                                      2300 W. Sahara Ave., Suite 1000
                                      Las Vegas, NV 89102
                                      (702) 873-4100
                                      (702) 873-9966 fax

13.   Remedies.

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

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

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

<PAGE>

            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. IN THE EVENT OF ANY DISPUTE
            SUBJECT TO ARBITRATION UNDER THE TERMS OF THIS AGREEMENT, IF
            OCCURRING PRIOR TO THE CLOSE OF ESCROW, BUYER SHALL BE ENTITLED TO
            RECORD A NOTICE OF THE PENDENCY OF THE ARBITRATION IN THE REAL
            ESTATE RECORDS OF CLARK COUNTY NEVADA.

14.   Assignment.

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

15.   Interpretation and Applicable Law.

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

<PAGE>

16.   Amendment.

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

17.   Attorney's Fees.

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

18.   Entire Agreement; Survival.

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

19.   Multiple Originals only; Counterparts.

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

20.   Acceptance.

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

21.   Real Estate Commission.
<PAGE>

      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 (a) Grubb &
      Ellis as its broker, (b) Triple Net Properties Realty, Inc., and (c)
      Realty Executives of NV, "Buyers Broker" (who shall receive a commission
      of one percent (1%)) and Seller will pay any commission due to said
      brokers. Each party hereby indemnifies and agrees to hold the other party
      harmless from any loss, liability, damage, cost, or expense (including
      reasonable attorneys' fees) resulting to the other party by reason of a
      breach of the representation and warranty made by such party in this
      paragraph.

22.   Exchange.

      Seller reserves the right to structure the sale of the Property as a like
      kind exchange pursuant to Section 1031 of the Code. In such event Seller
      shall have the right to assign its interest in this Agreement to a
      qualified exchange intermediary of its choosing to effect such exchange.
      Buyer shall sign a customary assignment and/or notice of assignment,
      however, such assignment shall at no cost or expense to Buyer and shall
      not otherwise affect the terms of this Agreement. Buyer may acquire the
      Property as part of a like kind exchange pursuant to Section 1031 of the
      Code. In such event Seller shall accommodate the documentation for Buyer's
      like kind exchange, provide that such accommodation shall be at no cost or
      expense to Seller and shall not otherwise affect the terms of this
      Agreement.

23.   Confidentiality.

      Buyer agrees that, prior to the closing, all Property information received
      by Buyer shall be kept confidential as provided in this paragraph. Without
      the prior written consent of Seller, prior to the closing, the Property
      information shall not be disclosed by Buyer or its representatives, in any
      manner whatsoever, in whole or in part, except (1) to Buyer's
      representatives, lenders or investors 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,
      lenders or investors 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.

<PAGE>

24.   Approval.

      Seller's obligation to sell the Property is subject to the condition
      precedent that approval of the sale is obtained from all entities
      comprising Seller no later than fifteen business days after full execution
      of this Agreement, provided that, if such approvals are not obtained,
      Buyer shall not be required to buy the property, all Buyer's deposit(s)
      shall be returned to buyer, and Seller shall reimburse Buyer for the
      actual out-of-pocket costs incurred by the Buyer in conducting its due
      diligence investigation of the Property and the fees and expenses of
      Buyer's counsel in reviewing and negotiating this Agreement and related
      documentation, to a maximum of $25,000

              THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

<PAGE>

                               SIGNATURE PAGE FOR

                               The Oakey Building
                            4750 West Oakey Building
                                  Las Vegas, NV

EXECUTED on this the 31st day of Oct., 2005.

SELLER:

NNN Oakey Building 2003, LLC, a Delaware limited
liability company

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

     By: /s/ Anthony W. Thompson
         -----------------------------
     Name: Anthony W. Thompson

     Title: CEO

EXECUTED on this the 4th day of November, 2005.

BUYER:

Trans-Aero Land & Development Company,
a Nevada corporation

By: /s/ Eugene L. Buckley
    ------------------------
   Eugene L. Buckley, President

<PAGE>

                                    EXHIBIT A

                       Legal Description of the Property

That portion of the Southwest Quarter (SW 1/4) of the Northwest Quarter (NW 1/4)
of Section 6, Township 21 South, Range 61 East, M.D.B. & M., described as
follow:

Lot three (3) of that certain Parcel Map in File 52 of Parcel Maps, Page 20 in
the Office of the County Recorder of Clark County, Nevada and recorded March 18,
1987 in Book 870318 as Document No. 00702, and by Certificate of Amendment
recorded January 25, 1989 in Book 890125 as Instrument No. 00179 of Official
Records of Clark County, Nevada.

<PAGE>

                                    EXHIBIT B

<TABLE>
<CAPTION>
                              Delivery
          Comment               DATE                                    Item
<S>   <C>                  <C>             <C>
1                          Oct. 20, 2005   The lease, and any amendments and modifications.
2                          Oct. 20, 2005   All correspondence between City of Las Vegas, the Tenant and Landlord or correspondence
                                           material to the operation and management of the building
3                          Oct. 20, 2005   All service contracts, vendor or maintenance agreements in effect or in negotiation

4                          Oct. 20, 2005   Any third party management agreement
5                          Oct. 20, 2005   Utility bills for the past twelve months
6                          Oct. 20, 2005   Property tax bills for the past two tax years

7                          Oct. 20, 2005   All structural, mechanical and tenant improvement plans for the improvements
8                          Oct. 20, 2005   Declarations pages for current insurance coverages
9                                          Intentionally deleted
10                         Oct. 20, 2005   Year-to-date and prior year income and expense statements for the property
11    Dated 8/09/2005      Oct. 20, 2005   ALTA survey, if available
12    None                 N/A             Environmental assessment reports, if available
13    None                 N/A             Appraisal reports, if available
14    None                 N/A             Property condition report, if available
15    None                 N/A             MEP (mechanical, engineering and plumbing) report, if available
16    None                 N/A             Seismic or PML report, if available
17    None                 N/A             Any warranties in effect for roof, HVAC, elevator, or other building components
18    None                 N/A             Documents relating to any pending litigation or insurance or other claims effecting the
                                           property, together with a three-year claim and loss history for the property
19    None                 N/A             Any agreement or lease regarding the operation of the parking structure
20    1 TCO (3rd Floor)    Oct. 20, 2005   Temporary and final certificates of occupancy currently in Seller's possession.
21                         Oct. 20, 2005   Building permits and any other permits or licenses held in connection with the property
22                         Oct. 20, 2005   Any interior, exterior or aerial building photographs, if available
23    None                 N/A             Any other reports relevant to the property
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
RENT                                                            LEASE INCOME YEAR ONE
WORKSHEET NAME     SUITE    SQFT    AUG-05     SEP-05     OCT-05      NOV-05      DEC-05       JAN-06      FEB-06
<S>                <C>     <C>      <C>      <C>         <C>         <C>         <C>         <C>         <C>
First Floor         100    16,836     0.00        0.00        0.00        0.00        0.00        0.00        0.00
First Floor CA      100     8,126     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Second Floor        200     2,259     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Second Floor (2)    200       406   787.64      787.64      787.64      787.64      787.64      787.64      787.64
Second Floor (3)    200     6,632     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Second Floor (4)    200     3,702     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Second Floor (5)    200     9,655     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Third Floor         300     9,574     0.00   18,573.56   18,573.56   18,573.56   18,573.56   18,573.56   18,573.56
Third Floor (2)     300     7,820     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Third Floor (3)     300     3,765     0.00    7,304.10    7,304.10    7,304.10    7,304.10    7,304.10    7,304.10
Third Floor (4)     300     4,052     0.00        0.00        0.00        0.00        0.00        0.00        0.00
Fourth Floor        400    25,333     0.00        0.00        0.00        0.00        0.00        0.00        0.00
                           98,160   787.64   26,665.30   26,665.30   26,665.30   26,665.30   26,665.30   26,665.30

<CAPTION>
RENT                                                 LEASE INCOME YEAR ONE
WORKSHEET NAME     SUITE    SQFT     MAR-06      APR-06      MAY-06      JUN-06      JUL-06
<S>                <C>     <C>     <C>         <C>         <C>         <C>         <C>
First Floor         100    16,836       0.00        0.00        0.00        0.00        0.00
First Floor CA      100     8,126       0.00        0.00        0.00        0.00        0.00
Second Floor        200     2,259       0.00        0.00        0.00        0.00        0.00
Second Floor (2)    200       406     787.64      787.64      787.64      787.64      787.64
Second Floor (3)    200     6,632       0.00        0.00        0.00        0.00        0.00
Second Floor (4)    200     3,702       0.00        0.00        0.00        0.00        0.00
Second Floor (5)    200     9,655       0.00        0.00        0.00        0.00        0.00
Third Floor         300     9,574  18,573.56   18,573.56   18,573.56   18,573.56   18,573.56
Third Floor (2)     300     7,820       0.00        0.00        0.00        0.00        0.00
Third Floor (3)     300     3,765   7,304.10    7,304.10    7,304.10    7,304.10    7,304.10
Third Floor (4)     300     4,052       0.00        0.00        0.00        0.00        0.00
Fourth Floor        400    25,333       0.00        0.00        0.00        0.00        0.00
                           98,160  26,665.30   26,665.30   26,665.30   26,665.30   26,665.30
</TABLE>

<TABLE>
<CAPTION>
RENT GUARANTY                                                           RENT GUARANTY YEAR ONE
WORKSHEET NAME    SUITE   SQFT     DEC-05       JAN-06      FEB-06        MAR-06       APR-06       MAY-06      JUN-06      JUL-06
<S>               <C>    <C>     <C>          <C>         <C>           <C>          <C>          <C>         <C>         <C>
First Floor        100   16,836   31,988.40    31,988.40    31,988.40    31,988.40    31,988.40    31,988.40   31,988.40   31,988.40
First Floor CA     100    8,126   15,439.40    15,439.40    15,439.40    15,439.40    15,439.40    15,439.40   15,439.40   15,439.40
Second Floor       200    2,259    4,624.17     4,624.17     4,624.17     4,624.17     4,624.17     4,624.17    4,624.17    4,624.17
Second Floor (2)   200      406        0.00         0.00         0.00         0.00         0.00         0.00        0.00        0.00
Second Floor (3)   200    6,632   12,600.80    12,600.80    12,600.80    12,600.80    12,600.80    12,600.80   12,600.80   12,600.80
Second Floor (4)   200    3,702    7,033.80     7,033.80     7,033.80     7,033.80     7,033.80     7,033.80    7,033.80    7,033.80
Second Floor (5)   200    9,655   18,344.50    18,344.50    18,344.50    18,344.50    18,344.50    18,344.50   18,344.50   18,344.50
Third Floor        300    9,574        0.00         0.00         0.00         0.00         0.00         0.00        0.00        0.00
Third Floor (2)    300    7,820   14,858.00    14,858.00    14,858.00    14,858.00    14,858.00    14,858.00   14,858.00   14,858.00
Third Floor (3)    300    3,765        0.00         0.00         0.00         0.00         0.00         0.00        0.00        0.00
Third Floor (4)    300    4,052    7,698.80     7,698.80     7,698.80     7,698.80     7,698.80     7,698.80    7,698.80    7,698.80
Fourth Floor       400   25,333   48,132.70    48,132.70    48,132.70    48,132.70    48,132.70    48,132.70   48,132.70   48,132.70
                         98,160  160,720.57   160,720.57   160,720.57   160,720.57   160,720.57   160,720.57  160,720.57  160,720.57

<CAPTION>
RENT GUARANTY                                  RENT GUARANTY TWO
WORKSHEET NAME    SUITE   SQFT     AUG-06      SEP-06      OCT-06       NOV-06
<S>               <C>    <C>      <C>         <C>         <C>         <C>
First Floor        100   16,836   34,463.29   34,463.29   34,463.23   34,463.29
First Floor CA     100    8,126        0.00        0.00        0.00        0.00
Second Floor       200    2,259        0.00        0.00        0.00        0.00
Second Floor (2)   200      406        0.00        0.00        0.00        0.00
Second Floor (3)   200    6,632   13,575.70   13,575.70   13,575.71   13,575.70
Second Floor (4)   200    3,702        0.00        0.00        0.00        0.00
Second Floor (5)   200    9,655        0.00        0.00        0.00        0.00
Third Floor        300    9,574        0.00        0.00        0.00        0.00
Third Floor (2)    300    7,820   16,007.54   16,007.54   16,007.54   16,007.54
Third Floor (3)    300    3,765        0.00        0.00        0.00        0.00
Third Floor (4)    300    4,052    8,294.44    8,294.44    8,294.44    8,294.44
Fourth Floor       400   25,333        0.00        0.00        0.00        0.00
                         98,160   72,340.97   72,340.97   72,340.97   72,340.97

                                                          TOTAL RENT GUARANTY:
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
RENT                                                   LEASE INCOME YEAR TWO
WORKSHEET NAME   SUITE  SQFT    AUG-06       SEP-06        OCT-06       NOV-06     DEC-06     JAN-07
<S>              <C>   <C>    <C>          <C>           <C>          <C>        <C>       <C>
First Floor       100  16,836       0.00          0.00         0.00         0.00       0.00  34,463.29
First Floor CA    100   8,126  16,633.92     16,633.92    16,633.92    16,633.92  16,633.92  16,633.92
Second Floor      200   2,259   4,624.17      4,624.17     4,624.17     4,624.17   4,624.17   4,624.17
Second Floor (2)  200     406     831.08        831.08       831.08       831.08     831.08     831.08
Second Floor (3)  200   6,632       0.00          0.00         0.00         0.00       0.00  13,575.70
Second Floor (4)  200   3,702   7,577.99      7,577.99     7,577.99     7,577.99   7,577.99   7,577.99
Second Floor (5)  200   9,655  19,763.79     19,763.79    19,763.79    19,763.79  19,763.79  19,763.79
Third Floor       300   9,574  19,597.98     19,597.98    19,597.98    19,597.98  19,597.98  19,597.98
Third Floor (2)   300   7,820       0.00          0.00         0.00         0.00       0.00  16,007.54
Third Floor (3)   300   3,765   7,706.96      7,706.96     7,706.96     7,706.96   7,706.96   7,706.96
Third Floor (4)   300   4,052       0.00          0.00         0.00         0.00       0.00   8,294.44
Fourth Floor      400  25,333  51,856.65     51,856.65    51,856.65    51,856.65  51,856.65  51,856.65
                       98,160 128,592.54    128,592.54   128,592.54   128,592.54 128,592.54 200,933.52

<CAPTION>
RENT                                                         LEASE INCOME YEAR TWO
WORKSHEET NAME    SUITE  SQFT       FEB-07       MAR-07       APR-07       MAY-07       JUN-07         JUL-07
<S>               <C>   <C>       <C>          <C>          <C>          <C>          <C>          <C>
First Floor        100  16,836     34,463.29    34,463.29    34,463.29    34,463.29    34,463.29      34,463.29
First Floor CA     100   8,126     16,633.92    16,633.92    16,633.92    16,633.92    16,633.92      16,633.92
Second Floor       200   2,259      4,624.17     4,624.17     4,624.17     4,624.17     4,624.17       4,624.17
Second Floor (2)   200     406        831.08       831.08       831.08       831.08       831.08         831.08
Second Floor (3)   200   6,632     13,575.70    13,575.70    13,575.70    13,575.70    13,575.70      13,575.70
Second Floor (4)   200   3,702      7,577.99     7,577.99     7,577.99     7,577.99     7,577.99       7,577.99
Second Floor (5)   200   9,655     19,763.79    19,763.79    19,763.79    19,763.79    19,763.79      19,763.79
Third Floor        300   9,574     19,597.98    19,597.98    19,597.98    19,597.98    19,597.98      19,597.98
Third Floor (2)    300   7,820     16,007.54    16,007.54    16,007.54    16,007.54    16,007.54      16,007.54
Third Floor (3)    300   3,765      7,706.96     7,706.96     7,706.96     7,706.96     7,706.96       7,706.96
Third Floor (4)    300   4,052      8,294.44     8,294.44     8,294.44     8,294.44     8,294.44       8,294.44
Fourth Floor       400  25,333     51,856.65    51,856.65    51,856.65    51,856.65     1,856.65      51,856.65
                        98,160    200,933.52   200,933.52   200,933.52   200,933.52   200,933.52     200,933.52

                                                                                TOTAL ANNUAL RENT  2,049,497.34
</TABLE>

<TABLE>
<CAPTION>
RENT GUARANTY
WORKSHEET NAME   SUITE  SQFT       DEC-06  JAN-07  FEB-07  MAR-07  APR-07    MAY-07   JUN-07  JUL-07  AUG-07  SEP-07 OCT-07  NOV-07
<S>              <C>   <C>      <C>        <C>      <C>     <C>     <C>       <C>      <C>     <C>     <C>     <C>    <C>     <C>
First Floor       100  16,836   34,463.29
First Floor CA    100   8,126        0.00
Second Floor      200   2,259        0.00
Second Floor (2)  200     406        0.00
Second Floor (3)  200   6,632   13,575.70
Second Floor (4)  200   3,702        0.00
Second Floor (5)  200   9,655        0.00
Third Floor       300   9,574        0.00
Third Floor (2)   300   7,820   16,007.54
Third Floor (3)   300   3,765        0.00
Third Floor (4)   300   4,052    8,294.44
Fourth Floor      400  25,333        0.00
                       98,160   72,340.97

                                1,745,629
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
RENT                                                                  YEAR THREE
WORKSHEET NAME    SUITE   SQFT          AUG-07        SEP-07       OCT-07       NOV-07       DEC-07      JAN-08
<S>               <C>    <C>         <C>           <C>          <C>          <C>          <C>          <C>
First Floor        100   16,836       35,497.19     35,497.19    35,497.19    35,497.19    35,497.19    35,497.19
First Floor CA     100    8,126       17,132.94     17,132.94    17,132.94    17,132.94    17,132.94    17,132.94
Second Floor       200    2,259        4,762.90      4,762.90     4,762.90     4,762.90     4,762.90     4,762.90
Second Floor (2)   200      406          856.01        856.01       856.01       856.01       856.01       856.01
Second Floor (3)   200    6,632       13,982.98     13,982.98    13,982.98    13,982.98    13,982.98    13,982.98
Second Floor (4)   200    3,702        7,805.33      7,805.33     7,805.33     7,805.33     7,805.33     7,805.33
Second Floor (5)   200    9,655       20,356.70     20,356.70    20,356.70    20,356.70    20,356.70    20,356.70
Third Floor        300    9,574       20,185.92     20,185.92    20,185.92    20,185.92    20,185.92    20,185.92
Third Floor (2)    300    7,820       16,487.77     16,487.77    16,487.77    16,487.77    16,487.77    16,487.77
Third Floor (3)    300    3,765        7,938.16      7,938.16     7,938.16     7,938.16     7,938.16     7,938.16
Third Floor (4)    300    4,052        8,543.28      8,543.28     8,543.28     8,543.28     8,543.28     8,543.28
Fourth Floor       400   25,333       53,412.35     53,412.35    53,412.35    53,412.35    53,412.35    53,412.35
                         98,160      206,961.53    206,961.53   206,961.53   206,961.53   206,961.53   206,961.53

<CAPTION>
RENT                                                 YEAR THREE
WORKSHEET NAME    SUITE   SQFT       FEB-08      MAR-08      APR-08      MAY-08       JUN-08        JUL-08
<S>               <C>    <C>       <C>         <C>         <C>         <C>        <C>           <C>
First Floor        100   16,836    35,497.19   35,497.19   35,497.19    35,497.19    35,497.19     35,497.19
First Floor CA     100    8,126    17,132.94   17,132.94   17,132.94    17,132.94    17,132.94     17,132.94
Second Floor       200    2,259     4,762.90    4,762.90    4,762.90     4,762.90     4,762.90      4,762.90
Second Floor (2)   200      406       856.01      856.01      856.01       856.01       856.01        856.01
Second Floor (3)   200    6,632    13,982.98   13,982.98   13,982.98    13,982.98    13,982.98     13,982.98
Second Floor (4)   200    3,702     7,805.33    7,805.33    7,805.33     7,805.33     7,805.33      7,805.33
Second Floor (5)   200    9,655    20,356.70   20,356.70   20,356.70    20,356.70    20,356.70     20,356.70
Third Floor        300    9,574    20,185.92   20,185.92   20,185.92    20,185.92    20,185.92     20,185.92
Third Floor (2)    300    7,820    16,487.77   16,487.77   16,487.77    16,487.77    16,487.77     16,487.77
Third Floor (3)    300    3,765     7,938.16    7,938.16    7,938.16     7,938.16     7,938.16      7,938.16
Third Floor (4)    300    4,052     8,543.28    8,543.28    8,543.28     8,543.28     8,543.28      8,543.28
Fourth Floor       400   25,333    53,412.35   53,412.35   53,412.35    53,412.35    53,412.35     53,412.35
                         98,160   206,961.53  206,961.53  206,961.53   206,961.53   206,961.53    206,961.53

                                                                TOTAL ANNUAL RENT  2,483,538.31
</TABLE>

<TABLE>
<CAPTION>
RENT GUARANTY                                                              YEAR THREE
WORKSHEET NAME   SUITE    SQFT   DEC-07  JAN-08  FEB-08  MAR-08  APR-08  MAY-08  JUN-08  JUL-08  AUG-08  SEP-08  OCT-08  NOV-08
<S>              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
First Floor       100    16,836
First Floor CA    100     8,126
Second Floor      200     2,259
Second Floor (2)  200       406
Second Floor (3)  200     6,632
Second Floor (4)  200     3,702
Second Floor (5)  200     9,655
Third Floor       300     9,574
Third Floor (2)   300     7,820
Third Floor (3)   300     3,765
Third Floor (4)   300     4,052
Fourth Floor      400    25,333
                         98,160
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
RENT                                                                  YEAR FOUR
WORKSHEET NAME    SUITE   SQFT          AUG-08       SEP-08      OCT-08       NOV-08        DEC-08       JAN-09
<S>               <C>    <C>         <C>          <C>          <C>          <C>          <C>          <C>
First Floor        100   16,836       36,562.11    36,562.11    36,562.11    36,562.11    36,562.11    36,562.11
First Floor CA     100    8,126       17,646.93    17,646.93    17,646.93    17,646.93    17,646.93    17,646.93
Second Floor       200    2,259        4,905.79     4,905.79     4,905.79     4,905.79     4,905.79     4,905.79
Second Floor (2)   200      406          881.69       881.69       881.69       881.69       881.69       881.69
Second Floor (3)   200    6,632       14,402.46    14,402.46    14,402.46    14,402.46    14,402.46    14,402.46
Second Floor (4)   200    3,702        8,039.49     8,039.49     8,039.49     8,039.49     8,039.49     8,039.49
Second Floor (5)   200    9,655       20,967.40    20,967.40    20,967.40    20,967.40    20,967.40    20,967.40
Third Floor        300    9,574       20,791.49    20,791.49    20,791.49    20,791.49    20,791.49    20,791.49
Third Floor (2)    300    7,820       16,982.40    16,982.40    16,982.40    16,982.40    16,982.40    16,982.40
Third Floor (3)    300    3,765        8,176.31     8,176.31     8,176.31     8,176.31     8,176.31     8,176.31
Third Floor (4)    300    4,052        8,799.58     8,799.58     8,799.58     8,799.58     8,799.58     8,799.58
Fourth Floor       400   25,333       55,014.72    55,014.72    55,014.72    55,014.72    55,014.72    55,014.72
                         98,160      213,170.37   213,170.37   213,170.37   213,170.37   213,170.37   213,170.37

<CAPTION>
RENT                                                             YEAR FOUR
WORKSHEET NAME  SUITE   SQFT      FEB-09      MAR-09      APR-09         MAY-09      JUN-09         JUL-09
<S>             <C>    <C>     <C>          <C>         <C>           <C>           <C>          <C>
First Floor      100   16,836   36,562.11    36,562.11   36,562.11     36,562.11     36,562.11      36,562.11
First Floor CA   100    8,126   17,646.93    17,646.93   17,646.93     17,646.93     17,646.93      17,646.93
Second Floor     200    2,259    4,905.79     4,905.79    4,905.79      4,905.79      4,905.79       4,905.79
Second Floor (2) 200      406      881.69       881.69      881.69        881.69        881.69         881.69
Second Floor (3) 200    6,632   14,402.46    14,402.46   14,402.46     14,402.46     14,402.46      14,402.46
Second Floor (4) 200    3,702    8,039.49     8,039.49    8,039.49      8,039.49      8,039.49       8,039.49
Second Floor (5) 200    9,655   20,967.40    20,967.40   20,967.40     20,967.40     20,967.40      20,967.40
Third Floor      300    9,574   20,791.49    20,791.49   20,791.49     20,791.49     20,791.49      20,791.49
Third Floor (2)  300    7,820   16,982.40    16,982.40   16,982.40     16,982.40     16,982.40      16,982.40
Third Floor (3)  300    3,765    8,176.31     8,176.31    8,176.31      8,176.31      8,176.31       8,176.31
Third Floor (4)  300    4,052    8,799.58     8,799.58    8,799.58      8,799.58      8,799.58       8,799.58
Fourth Floor     400   25,333   55,014.72    55,014.72   55,014.72     55,014.72     55,014.72      55,014.72
                       98,160  213,170.37   213,170.37  213,170.37    213,170.37    213,170.37     213,170.37
                                                                            TOTAL ANNUAL RENT     2,558,044.46
</TABLE>

<TABLE>
<CAPTION>
RENT GUARANTY                                                             YEAR FOUR
WORKSHEET NAME   SUITE    SQFT  DEC-08  JAN-09  FEB-09  MAR-09  APR-09  MAY-09  JUN-09 JUL-09  AUG-09  SEP-09  OCT-09  NOV-09
<S>              <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>
First Floor       100   16,836
First Floor CA    100    8,126
Second Floor      200    2,259
Second Floor (2)  200      406
Second Floor (3)  200    6,632
Second Floor (4)  200    3,702
Second Floor (5)  200    9,655
Third Floor       300    9,574
Third Floor (2)   300    7,820
Third Floor (3)   300    3,765
Third Floor (4)   300    4,052
Fourth Floor      400   25,333
                        98,160
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
RENT                                                                  YEAR FIVE
WORKSHEET NAME    SUITE   SQFT          AUG-09      SEP-09       OCT-09        NOV-09      DEC-09      JAN-10
<S>               <C>    <C>         <C>          <C>          <C>          <C>          <C>          <C>
First Floor        100   16,836       37,658.97    37,658.97    37,658.97    37,658.97    37,658.97    37,658.97
First Floor CA     100    8,126       18,176.34    18,176.34    18,176.34    18,176.34    18,176.34    18,176.34
Second Floor       200    2,259        5,052.96     5,052.96     5,052.96     5,052.96     5,052.96     5,052.96
Second Floor (2)   200      406          908.15       908.15       908.15       908.15       908.15       908.15
Second Floor (3)   200    6,632       14,834.54    14,834.54    14,834.54    14,834.54    14,834.54    14,834.54
Second Floor (4)   200    3,702        8,280.68     8,280.68     8,280.68     8,280.68     8,280.68     8,280.68
Second Floor (5)   200    9,655       21,596.42    21,596.42    21,596.42    21,596.42    21,596.42    21,596.42
Third Floor        300    9,574       21,415.24    21,415.24    21,415.24    21,415.24    21,415.24    21,415.24
Third Floor (2)    300    7,820       17,491.87    17,491.87    17,491.87    17,491.87    17,491.87    17,491.87
Third Floor (3)    300    3,765        8,421.60     8,421.60     8,421.60     8,421.60     8,421.60     8,421.60
Third Floor (4)    300    4,052        9,063.56     9,063.56     9,063.56     9,063.56     9,063.56     9,063.56
Fourth Floor       400   25,333       56,665.16    56,665.16    56,665.16    56,665.16    56,665.16    56,665.16
                         98,160      219,565.48   219,565.48   219,565.48   219,565.48   219,565.48   219,565.48

<CAPTION>
RENT                                                                    YEAR FIVE
WORKSHEET NAME   SUITE   SQFT       FEB-10        MAR-10         APR-10          MAY-10         JUN-10         JUL-10
<S>              <C>    <C>       <C>            <C>            <C>            <C>            <C>          <C>
First Floor       100   16,836     37,658.97      37,658.97      37,658.97      37,658.97      37,658.97      37,658.97
First Floor CA    100    8,126     18,176.34      18,176.34      18,176.34      18,176.34      18,176.34      18,176.34
Second Floor      200    2,259      5,052.96       5,052.96       5,052.96       5,052.96       5,052.96       5,052.96
Second Floor (2)  200      406        908.15         908.15         908.15         908.15         908.15         908.15
Second Floor (3)  200    6,632     14,834.54      14,834.54      14,834.54      14,834.54      14,834.54      14,834.54
Second Floor (4)  200    3,702      8,280.68       8,280.68       8,280.68       8,280.68       8,280.68       8,280.68
Second Floor (5)  200    9,655     21,596.42      21,596.42      21,596.42      21,596.42      21,596.42      21,596.42
Third Floor       300    9,574     21,415.24      21,415.24      21,415.24      21,415.24      21,415.24      21,415.24
Third Floor (2)   300    7,820     17,491.87      17,491.87      17,491.87      17,491.87      17,491.87      17,491.87
Third Floor (3)   300    3,765      8,421.60       8,421.60       8,421.60       8,421.60       8,421.60       8,421.60
Third Floor (4)   300    4,052      9,063.56       9,063.56       9,063.56       9,063.56       9,063.56       9,063.56
Fourth Floor      400   25,333     56,665.16      56,665.16      56,665.16      56,665.16      56,665.16      56,665.16
                        98,160    219,565.48     219,565.48     219,565.48     219,565.48     219,565.48     219,565.48
                                                                                       TOTAL ANNUAL RENT   2,634,785.79
</TABLE>

<TABLE>
<CAPTION>
RENT GUARANTY                                                        YEAR FIVE
WORKSHEET NAME     SUITE   SQFT   DEC-09  JAN-10  FEB-10  MAR-10   APR-10  MAY-10  JUN-10  JUL-10  AUG-10  SEP-10   OCT-10  NOV-10
<S>                <C>    <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
First Floor         100   16,836
First Floor CA      100    8,126
Second Floor        200    2,259
Second Floor (2)    200      406
Second Floor (3)    200    6,632
Second Floor (4)    200    3,702
Second Floor (5)    200    9,655
Third Floor         300    9,574
Third Floor (2)     300    7,820
Third Floor (3)     300    3,765
Third Floor (4)     300    4,052
Fourth Floor        400   25,333
                          98,160
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
RENT                                                                       YEAR  SIX
WORKSHEET NAME           SUITE    SQFT      AUG-10       SEP-10       OCT-10       NOV-10       DEC-10       JAN-11
<S>                      <C>     <C>      <C>          <C>          <C>          <C>          <C>          <C>
First Floor                100   16,836    38,788.74    38,788.74    38,788.74    38,788.74    38,788.74    38,788.74
First Floor CA             100    8,126    18,721.63    18,721.63    18,721.63    18,721.63    18,721.63    18,721.63
Second Floor               200    2,259     5,204.55     5,204.55     5,204.55     5,204.55     5,204.55     5,204.55
Second Floor (2)           200      406       935.39       935.39       935.39       935.39       935.39       935.39
Second Floor (3)           200    6,632    15,279.57    15,279.57    15,279.57    15,279.57    15,279.57    15,279.57
Second Floor (4)           200    3,702     8,529.10     8,529.10     8,529.10     8,529.10     8,529.10     8,529.10
Second Floor (5)           200    9,655    22,244.31    22,244.31    22,244.31    22,244.31    22,244.31    22,244.31
Third Floor                300    9,574    22,057.70    22,057.70    22,057.70    22,057.70    22,057.70    22,057.70
Third Floor (2)            300    7,820    18,016.63    18,016.63    18,016.63    18,016.63    18,016.63    18,016.63
Third Floor (3)            300    3,765     8,674.25     8,674.25     8,674.25     8,674.25     8,674.25     8,674.25
Third Floor (4)            300    4,052     9,335.47     9,335.47     9,335.47     9,335.47     9,335.47     9,335.47
Fourth Floor               400   25,333    58,365.12    58,365.12    58,365.12    58,365.12    58,365.12    58,365.12
                                 98,160   226,152.45   226,152.45   226,152.45   226,152.45   226,152.45   226,152.45

<CAPTION>
                                                                      YEAR  SIX
WORKSHEET NAME         SUITE    SQFT       FEB-11       MAR-11     APR-11         MAY-11       JUN-11       JUL-11
<S>                    <C>     <C>       <C>         <C>         <C>           <C>          <C>           <C>          <C>
First Floor              100   16,836     38,788.74   38,788.74   38,788.74     38,788.74    38,788.74     38,788.74    2,023,327.11
First Floor CA           100    8,126     18,721.63   18,721.63   18,721.63     18,721.63    18,721.63     18,721.63    1,059,741.01
Second Floor             200    2,259      5,204.55    5,204.55    5,204.55      5,204.55     5,204.55      5,204.55      294,604.35
Second Floor (2)         200      406        935.39      935.39      935.39        935.39       935.39        935.39       62,399.61
Second Floor (3)         200    6,632     15,279.57   15,279.57   15,279.57     15,279.57    15,279.57     15,279.57      797,024.56
Second Floor (4)         200    3,702      8,529.10    8,529.10    8,529.10      8,529.10     8,529.10      8,529.10      482,791.19
Second Floor (5)         200    9,655     22,244.31   22,244.31   22,244.31     22,244.31    22,244.31     22,244.31    1,259,143.42
Third Floor              300    9,574     22,057.70   22,057.70   22,057.70     22,057.70    22,057.70     22,057.70    1,452,889.08
Third Floor (2)          300    7,820     18,016.63   18,016.63   18,016.63     18,016.63    18,016.63     18,016.63      939,796.75
Third Floor (3)          300    3,765      8,674.25    8,674.25    8,674.25      8,674.25     8,674.25      8,674.25      571,352.35
Third Floor (4)          300    4,052      9,335.47    9,335.47    9,335.47      9,335.47     9,335.47      9,335.47      486,963.74
Fourth Floor             400   25,333     58,365.12   58,365.12   58,365.12     58,365.12    58,365.12     58,365.12    3,303,768.03
                               98,160    226,152.45  226,152.45  226,152.45    226,152.45   226,152.45    226,152.45   12,733,801.20
                                                                                TOTAL ANNUAL RENT       2,713,829.36
</TABLE>

<TABLE>
<CAPTION>
RENT GUARANTY                                                                          YEAR SIX
WORKSHEET NAME             SUITE           SQFT       DEC-10    JAN-11    FEB-11    MAR-11    APR-11    MAY-11   JUN-11   JUL-11
<S>                        <C>           <C>
First Floor                 100          16,835
First Floor CA              100           8,126
Second Floor                200           2,259
Second Floor (2)            200             406
Second Floor (3)            200           6,632
Second Floor (4)            200           3,702
Second Floor (5)            200           9,655
Third Floor                 300           9,574
Third Floor (2)             300           7,820
Third Floor (3)             300           3,765
Third Floor (4)             300           4,052
Fourth Floor                400          25,333
                                         98,160
</TABLE>

<PAGE>


                Oakey Building Rent Guaranty Schedule - Exhibit B

<TABLE>
<CAPTION>
                                                                         RENT GUARANTY YEAR ONE
SPACE             SUITE      SQFT       DEC-05     JAN-06       FEB-06       MAR-06     APR-06      MAY-06       JUN-06     JUL-06
<S>               <C>       <C>     <C>         <C>          <C>         <C>         <C>         <C>         <C>         <C>
First Floor        100      16,836    31,988.40   31,988.40    31,988.40   31,988.40   31,988.40   31,988.40   31,988.40   31,988.40
First Floor CA     100       8,126    15,439.40   15,439.40    15,439.40   15,439.40   15,439.40   15,439.40   15,439.40   15,439.40
Second Floor       200       2,259     4,624.17    4,624.17     4,624.17    4,624.17    4,624.17    4,624.17    4,624.17    4,624.17
Second Floor (2)   200         406         0.00        0.00         0.00        0.00        0.00        0.00        0.00        0.00
Second Floor (3)   200       6,632    12,600.80   12,600.80    12,600.80   12,600.80   12,600.80   12,600.80   12,600.80   12,600.80
Second Floor (4)   200       3,702     7,033.80    7,033.80     7,033.80    7,033.80    7,033.80    7,033.80    7,033.80    7,033.80
Second Floor (5)   200       9,655    18,344.50   18,344.50    18,344.50   18,344.50   18,344.50   18,344.50   18,344.50   18,344.50
Third Floor        300       9,574         0.00        0.00         0.00        0.00        0.00        0.00        0.00        0.00
Third Floor (2)    300       7,820    14,858.00   14,858.00    14,858.00   14,858.00   14,858.00   14,858.00   14,858.00   14,858.00
Third Floor (3)    300       3,765         0.00        0.00         0.00        0.00        0.00        0.00        0.00        0.00
Third Floor (4)    300       4,052     7,698.80    7,698.80     7,698.80    7,698.80    7,698.80    7,698.80    7,698.80    7,698.80
Fourth Floor       400      25,333    48,132.70   48,132.70    48,132.70   48,132.70   48,132.70   48,132.70   48,132.70   48,132.70
                            98,160   160,720.57  160,720.57   160,720.57  160,720.57  160,720.57  160,720.57  160,720.57  160,720.57
                        Daily Rate  $  5,184.53 $  5,184.53  $  5,184.53 $  5,184.53 $  5,184.53 $  5,184.53 $  5,184.53 $  5,184.53

<CAPTION>
                                                            RENT GUARANTY YEAR ONE
SPACE             SUITE      SQFT        AUG-06      SEP-06         OCT-06        NOV-06         DEC-06
<S>               <C>       <C>       <C>          <C>            <C>          <C>             <C>
First Floor        100      16,836     34,463.29    34,463.29      34,463.29     34,463.29      34,463.29
First Floor CA     100       8,126          0.00         0.00           0.00          0.00           0.00
Second Floor       200       2,259          0.00         0.00           0.00          0.00           0.00
Second Floor (2)   200         406          0.00         0.00           0.00          0.00           0.00
Second Floor (3)   200       6,632     13,575.70    13,575.70      13,575.70     13,575.70      13,575.70
Second Floor (4)   200       3,702          0.00         0.00           0.00          0.00           0.00
Second Floor (5)   200       9,655          0.00         0.00           0.00          0.00           0.00
Third Floor        300       9,574          0.00         0.00           0.00          0.00           0.00
Third Floor (2)    300       7,820     16,007.54    16,007.54      16,007.54     16,007.54      16,007.54
Third Floor (3)    300       3,765          0.00         0.00           0.00          0.00           0.00
Third Floor (4)    300       4,052      8,294.44     8,294.44       8,294.44      8,294.44       8,294.44
Fourth Floor       400      25,333          0.00         0.00           0.00          0.00           0.00
                            98,160     72,340.97    72,340.97      72,340.97     72,340.97      72,340.97
                        Daily Rate    $ 2,333.58   $ 2,333.58     $ 2,333.58   $  2,333.58     $ 2,333.58
                                                         TOTAL RENT GUARANTY:    1,745,629
</TABLE>

<PAGE>

                    EXHIBIT B TO PURCHASE AND SALE AGREEMENT
                             FOR THE OAKEY BUILDING

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
the _________day of______________________, 2005, between NNN OAKEY BUILDING
2003, LLC, a Delaware limited liability company ("Seller"), TRANS-AERO LAND AND
DEVELOPMENT CORP. ("Purchaser"), and FIRST AMERICAN TITLE CORPORATION ("Escrow
Agent").

                                    RECITALS

      A. Seller and Purchaser entered into a Purchase and Sale Agreement dated
as of _______________  _________, 2005 (the "PSA") for the purchase and sale of
certain real property located at 4750 West Oakey Blvd. (Clark County), Nevada,
as more particularly described in the PSA (the "Property"). Any capitalized
terms not defined herein shall have the meanings set forth in the PSA.

      B. The leaseable area within the building on the Property is leased to the
Las Vegas Metropolitan Police Department ("P. D. Lease"). Under the terms of the
P. D. Lease, the Police Department is not required to pay rent for certain space
within the building (the "Free Rent Space"), until such time as Seller fulfills
certain requirements under the terms of its agreement with the Police Department
(the "Free Rent Period"). Unless sooner terminated, the Free Rent Period ends on
December 31, 2006.

      C. Section 6.4.5 of the PSA provides that Seller is responsible to cover
the rent which would otherwise be payable during the Free Rent Period. In order
to secure Seller's obligation to cover the rent payable during the Free Rent
Period, the parties are entering into this agreement. The guaranty shall
commence upon close of escrow and continue through the Free Rent Period
described in the P. D. Lease.

      NOW THEREFORE, in consideration of the mutual covenants and premises
herein contained, and other good and valuable consideration, and intending to be
legally bound hereby, the parties hereby agree as follows:

      1.    FREE RENT ESCROW.

            (a) At closing, Seller shall escrow from the Seller's net proceeds
with Escrow Agent in an interest-bearing account, the sum of $1,745,629.00. This
amount has been calculated pursuant to a rent commencement schedule more
particularly set forth on Exhibit B attached hereto and incorporated herein.

            (b) Upon the rent commencement for the Free Rent Space, the amount
of the monthly Escrow payment shall be reduced by the amount of rent being paid
by the Police Department with respect to portions of the Free Rent Space, from
time to time.

                                       1
<PAGE>

            (c) Beginning on the fifteenth (15th) day of each calendar month
following December, 2005, and until such time as the Police Department is paying
the full rent, the Escrow Agent shall, with instruction from both parties,
disburse a mutually agreed upon amount (the "Rent Payment") to Purchaser.

            (e) Any balance remaining in the Escrow on January 2, 2007, shall be
disbursed to Seller immediately.

      2. DISPUTES. In the event of a dispute between any of the parties hereto
as to their respective rights and interests hereunder, the Escrow Agent shall be
entitled to hold any and all cash then in its possession hereunder until such
dispute shall have been resolved by the parties in dispute and the Escrow Agent
shall have been notified by instrument jointly signed by all of the parties in
dispute, or until such dispute shall have been finally adjudicated by a court of
competent jurisdiction.

      3. LIABILITY OF ESCROW AGENT. The Escrow Agent hereby consents and agrees
to all of the provisions hereof, and agrees to accept, as Escrow Agent
hereunder, all cash and documents deposited hereunder, and agrees to hold and
dispose of said cash and documents deposited hereunder in accordance with the
terms and provisions hereof. It is agreed that the Escrow Agent shall have no
obligation or liability hereunder except as a depositary to retain the cash
which may be deposited with it hereunder and to dispose of the same in
accordance with the terms hereof. The Escrow Agent shall be entitled to rely and
act upon any written instrument received by it, and if a corporation, purporting
to be executed by an officer thereof, and if a partnership, purporting to be
executed by a general partner thereof and shall not be required to inquire into
the authority of such officer or partner or the correctness of the facts stated
in said instrument. By acceptance of this agreement, Escrow Agent agrees to use
its best judgment and good faith in the performance of any of its obligations
and duties under this Agreement and shall incur no liability to any person for
its acts or omissions hereunder, except for those acts or omissions which may
result from its gross negligence or willful misconduct. Upon disposition by the
Escrow Agent, in accordance with the terms hereof, of the cash deposited with
the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released
and discharged from any and all duties, obligations, and liabilities hereunder.

      4. NOTICES. Any notice which any party may be required or may desire to
give hereunder shall be deemed to have been duly given when personally
delivered, against receipt therefore signed by the party to whom the notice is
given, or with respect to any party other than the Escrow Agent, on the next
business day if sent by overnight courier, or on the fourth business day after
mailing by certified or registered mail, postage prepaid, addressed as set forth
below, or to such other address as a party hereto may designate by a notice to
the other parties. Any notice mailed, sent by facsimile transmission, or given
to the Escrow Agent shall be deemed given only when received. Any notice given
by any party hereto shall be given to both of the other parties hereto
simultaneously.

                                       2
<PAGE>

If to Seller:                                  c/o Triple Net Properties, LLC
                                               1551 N. Tustin Avenue, Suite 200
                                               Santa Ana, CA 92705
                                               (714) 667-8252
                                               (714) 667-6860 Fax
                                               Attn: Theresa Hutton

If to Purchaser:                               Trans-Aero Land  &  Development
                                               Corp.
                                               3170 Polaris Ave., Suite 24
                                               Las Vegas, NV 89102
                                               (702)947-7100
                                               (702) 974-7106 fax

If to Escrow Agent:                            First American Title Company
                                               3960 Howard Hughes Parkway
                                               Suite 380
                                               Las Vegas, NV 89109
                                               Phone: 702.732.3278
                                               Fax: 866.241.9402
                                               Attention: Julie Sandefur

      5. MISCELLANEOUS. This Escrow Agreement and all of the provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective legal representatives, successors and assigns. This Agreement
may only be modified or supplemented by an instrument in writing executed by
duly authorized representatives of all parties hereto. This Amendment may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Amendment may be executed and delivered by facsimile signature.
In the event of any conflict or inconsistency between the terms of this Escrow
Agreement and the terms of the PSA, the terms of this Escrow Agreement shall
govern and control.

      6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEVADA, AND VENUE SHALL LIE EXCLUSIVELY IN CLARK COUNTY, NEVADA.

    {THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. SIGNATURES
                         APPEAR ON THE FOLLOWING PAGE.}

                                       3
<PAGE>

             IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed the day and year first above written.

             SELLER:                NNN OAKEY BUILDING 2003, LLC
                                    a Delaware limited liability company

                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

             PURCHASER:             TRANS-AERO LAND AND DEVELOPMENT CORP.

                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

             ESCROW AGENT:          FIRST AMERICAN TITLE COMPANY

                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

                                       4
<PAGE>

                                    EXHIBIT A
                              WIRING INSTRUCTIONS

                                       5
<PAGE>

                                    EXHIBIT B

                     RENT SCHEDULE PERSUANT TO TENANTS LEASE

                                       6
<PAGE>

                           TENANT ESTOPPEL CERTIFICATE

To:  LaSalle Bank National Association
     135 South La Salle Street, Suite 1225
     Chicago, Illinois 60603
     Attention:   Commercial Real Estate Division

Re:  Lease Dated: April 25, 2005                              (the "Lease")
     Tenant:      Las Vegas Metropolitan Police Department    (the "Tenant")
     Landlord:    NNN Oakey Building 2003, LLC,               (the "Landlord")
                  a Delaware limited liability company
     Common Address of Building:
     4750 West Oakey Boulevard, Las Vegas, Nevada             (the "Building")
     Leased Premises within the Building: 98,160 square feet  (the "Premises")

      The Tenant acknowledges that (a) LaSalle Bank National Association, a
national banking association (the "Lender") has agreed, subject to the
satisfaction of certain terms and conditions, to make a loan (the "Loan") to NNN
OAKEY BUILDING 2003, LLC, A DELAWARE LIMITED LIABILITY COMPANY (the "Landlord"),
secured by a mortgage lien on the Landlord's interest in the Building and the
land on which the Building is located, and (b) the Lender is requiring this
Certificate as a condition to its making the Loan. Accordingly, the Tenant
hereby certifies and confirms to the Lender and acknowledges and agrees as
follows:

      1. Pursuant to Exhibit "B-1" of the Lease, the Tenant anticipates being in
partial possession of the Premises demised under the Lease on or about August
1,2005, such possession to be delivered by the Landlord pursuant to the Lease
and accepted by the Tenant.

      2. The Tenant anticipates that the improvements to the Premises that the
Landlord is required to furnish under the Lease will be completed in all
respects to the satisfaction of the Tenant, and the Premises will be open for
the use of the Tenant, its customers, employees and invitees. All contributions
required to be paid by the Landlord to the Tenant in connection with
improvements to the Premises have been paid in full.

      3. To date, all duties or obligations of the Landlord required under the
Lease which were an inducement to the Tenant to enter into the Lease have been
fully performed.

      4. The Lease is in full force and effect. No default exists on the part of
the Landlord or the Tenant under the Lease, nor does any circumstance currently
exist that, but for the giving of notice or the passage of time, or both, would
be such a default. The Lease constitutes the entire rental agreement between the
Landlord and the Tenant with respect to the Premises and has not been amended,
modified or supplemented, except as attached hereto, and has not been
superceded. There are no oral agreements between the Landlord and the Tenant
with respect to the Premises. A true and correct copy of the Lease (including
all amendments thereto) is
<PAGE>
attached to this Certificate as Exhibit "A", and the Tenant agrees not to amend
or modify the Lease without the prior written consent of the Lender.

      5. No rents under the Lease have been prepaid. The Tenant agrees that it
shall not prepay any rents under the Lease more than one month from the date
when such rents are due. The Tenant does not now have or hold any claim or
defense against the Landlord which might be set off or credited against future
accruing rents or which might otherwise excuse the Tenant's performance under
the Lease.

      6. The Tenant has received no notice of a prior sale, transfer,
assignment, hypothecation or pledge of the Lease or of the rents secured
therein.

      7. The Tenant does not have any outstanding options or rights of first
refusal to purchase the Premises, or any part thereof, or to purchase or lease
any other part of the Building, except (state none, if applicable): those spaces
identified in Exhibit "B-2" of the Lease.

      8. No actions, whether voluntary or involuntary, are pending against the
Tenant or any guarantor of the Lease under any bankruptcy, insolvency or similar
laws of the United States or any state thereof.

      9. The term of the Lease is estimated to commence on August 1, 2005 and
end on July 31, 2011, subject to options to renew, if any, and Sections 2.4 and
2.5 set forth in the Lease.

      10. Beginning on the Lease Commencement Date, as that term is defined in
the Lease, the monthly base rental payable by Tenant under the Lease will be
$787.64. Percentage Rent is not payable, as provided in the Lease. The estimated
monthly payments made by the Tenant under the Lease in respect of common area
maintenance costs and real estate taxes will be $TBD and $TBD, respectively.

      11. The security deposit under the Lease is currently N/A.

      12. So long as the Loan is outstanding, the Tenant shall pay any
termination fees payable for the early termination of the Lease to the Landlord
and the Lender jointly.

      IN WITNESS WHEREOF, the Tenant has executed this Tenant Estoppel
Certificate as of July_______,2005.

                                        LAS VEGAS METROPOLITAN POLICE DEPARTMENT

                                        By: /s/ Bill Young
                                            ------------------------------
                                        Name:  Bill Young
                                        Title: Sheriff

                                       2
<PAGE>

                                   EXHIBIT "A"

                                  COPY OF LEASE

                           [TO BE ATTACHED BY TENANT]

                                       3
<PAGE>

This document was prepared by,
and after recording, return to:

Julie Mandanas
Jenner & Block LLP
One IBM Plaza
Chicago, Illinois 60611

Permanent Tax Index Number[s]:

__________________               This space reserved for Recorders use only.

Property Address:

4750 WEST OAKEY BOULEVARD, LAS VEGAS, NEVADA

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT dated as of
April 25, 2005 (the "Agreement"), is executed by and among NNN Oakey Building
2003, LLC, a Delaware limited liability company (the "Landlord"), Las Vegas
Metropolitain Police Department, a metropolitan police department formed
pursuant to the laws of Chapter 280 of the Nevada Revised Statutes (the
"Tenant"), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(the "Lender").

                                    RECITALS:

      A. The Lender is the mortgagee under that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing
dated__________________, 200___, to be recorded concurrently herewith (the
"Mortgage"), which Mortgage encumbers the Real Estate (as hereinafter defined)
and secures a principal indebtedness in the amount of___________________and
00/100 Dollars ($______________).

      B. The Tenant has entered into that certain lease agreement (such lease
agreement hereinafter being referred to as the "Lease Agreement", and the Lease
Agreement, together with all amendments and modifications thereof, hereinafter
being referred to as the "Lease") dated APRIL 25. 2005 with the Landlord (or the
Landlord's predecessor-in-interest), pursuant to which the Tenant has leased
certain premises (the "Leased Premises") [CONSISTING OF APPROXIMATELY 98,160
RENTABLE SQUARE FEET OF SPACE IN THE BUILDING ("BUILDING")] on the parcel of
land (the "Land"; the Land and Building being collectively referred to herein as
the "Real Estate") legally described on Exhibit "A" attached hereto and made a
part hereof.

<PAGE>

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby covenant and
agree as follows:

                                   AGREEMENTS:

      1. The Tenant represents and warrants to the Lender that the Lease
constitutes the entire agreement between the Tenant and the Landlord with
respect to the Leased Premises and there are no other agreements, written or
verbal, governing the tenancy of the Tenant with respect to the Leased Premises.

      2. The Tenant has executed and delivered to the Lender that certain Tenant
Estoppel Certificate dated on or about the date hereof (the "Estoppel
Certificate"). The provisions of the Estoppel Certificate are hereby
incorporated into this Agreement as if fully set forth in this Agreement in
their entirety.

      3. The Tenant covenants with the Lender that the Lease shall be subject
and subordinate to the lien and all other provisions of the Mortgage and to all
modifications and extensions thereof, to the full extent of all principal,
interest and all other amounts now or hereafter secured thereby and with the
same force and effect as if the Mortgage had been executed and delivered prior
to the execution and delivery of the Lease. Without limiting the generality of
the foregoing subordination provision, the Tenant hereby agrees that any of its
right, title and interest in and to insurance proceeds and condemnation awards
(or other similar awards arising from eminent domain proceedings) with respect
to damage to or the condemnation (or similar taking) of any of the Real Estate,
shall be subject and subordinate to the Lender's right, title and interest in
and to such proceeds and awards.

      4. The Tenant acknowledges that the Landlord has collaterally assigned to
the Lender any and all leases affecting the Real Estate, including the Lease,
and the rents and other amounts, including, without limitation, lease
termination fees, if any, due and payable under such leases, In connection
therewith, the Tenant agrees that, upon receipt of a notice of a default by the
Landlord under such assignment and a demand by the Lender for direct payment to
the Lender of the rents due under the Lease, the Tenant will honor such demand
and make all subsequent rent payments directly to the Lender. The Tenant further
agrees that any Lease termination fees payable under the Lease shall be paid
jointly to the Landlord and the Lender.

      5. The Lender agrees that so long as the Tenant is not in default under
the Lease:

            (a) The Tenant shall not be named or joined as a party in any suit,
      action or proceeding for the foreclosure of the Mortgage or the
      enforcement of any rights under the Mortgage (unless the Tenant is a
      necessary party under applicable law); and

                                       2
<PAGE>

            (b) The possession by the Tenant of the Leased Premises and the
      Tenant's rights thereto shall not be disturbed, affected or impaired by,
      nor will the Lease or the term thereof be terminated or otherwise
      materially adversely affected by (i) any suit, action or proceeding for
      the foreclosure of the Mortgage or the enforcement of any rights under the
      Mortgage, or by any judicial sale or execution or other sale of the Leased
      Premises, or any deed given in lieu of foreclosure, or (ii) any default
      under the Mortgage.

      6. Prior to pursuing any remedy available to the Tenant under the Lease,
at law or in equity as a result of any failure of the Landlord to perform or
observe any covenant, condition, provision or obligation to be performed or
observed by the Landlord under the Lease (any such failure being hereinafter
referred to as a "Landlord's Default"), the Tenant shall: (a) provide the Lender
with a notice of the Landlord's Default, specifying the nature thereof, the
section of the Lease under which such Landlord's Default arose, and the remedy
which the Tenant will elect under the terms of the Lease or otherwise, and (b)
allow the Lender not less than thirty (30) days following receipt of notice of
the Landlord's Default to cure the same; provided, however, that, if such
Landlord's Default is not readily curable within such thirty (30) day period,
the Tenant shall give the Lender such additional time as the Lender may
reasonably need to obtain possession and control of the Real Estate and to cure
such Landlord's Default so long as the Lender is diligently pursuing a cure. The
Tenant shall not pursue any remedy available to it as a result of any Landlord's
Default unless the Lender fails to cure same within the time period specified
above. For purposes of this Section 6, a Landlord's Default shall not be deemed
to have occurred until all grace and/or cure periods applicable thereto under
the Lease have lapsed without the Landlord having effectuated a cure thereof.

      7. If the Lender or any future holder of the Mortgage shall become the
owner of the Real Estate by reason of foreclosure of the Mortgage or otherwise,
or if the Real Estate shall be sold as a result of any action or proceeding to
foreclose the Mortgage or transfer of ownership by deed given in lieu of
foreclosure, the Lease shall continue in full force and effect, without
necessity for executing any new lease, as a direct lease between the Tenant and
the new owner of the Real Estate as "landlord" upon all the same terms,
covenants and provisions contained in the Lease (subject to the exclusions set
forth in subsection (b) below), and in such event:

            (a) The Tenant shall be bound to such new owner under all of the
      terms, covenants and provisions of the Lease for the remainder of the term
      thereof (including the extension periods, if the Tenant elects or has
      elected to exercise its options to extend the term), and the Tenant hereby
      agrees to attorn to such new owner and to recognize such new owner as
      "landlord" under the Lease without any additional documentation to effect
      such attornment (provided, however, if applicable law shall require
      additional documentation at the time the Lender exercises its remedies
      then the Tenant shall execute such additional documents evidencing such
      attornment as may be required by applicable law);

                                       3
<PAGE>

            (b) Such new owner shall be bound to the Tenant under all of the
      terms, covenants and provisions of the Lease for the remainder of the
      term thereof (including the extension periods, if the Tenant elects or
      has elected to exercise its options to extend the term); provided,
      however, that such new owner shall not be:

                  (i) liable for any act or omission of any prior landlord
            (including the Landlord);

                  (ii) subject to any offsets or defenses which the Tenant has
            against any prior landlord (including the Landlord) unless the
            Tenant shall have provided the Lender with (A) notice of the
            Landlord's Default that gave rise to such offset or defense, and (B)
            the opportunity to cure the same, all in accordance with the terms
            of Section 6 above;

                  (iii) bound by any base rent, percentage rent, additional rent
            or any other amounts payable under the Lease which the Tenant might
            have paid in advance for more than the current month to any prior
            landlord (including the Landlord);

                  (iv) liable to refund or otherwise account to the Tenant for
            any security deposit not actually paid over to such new owner by the
            Landlord;

                  (v) bound by any amendment or modification of the Lease made
            without the Lender's consent;

                  (vi) bound by, or liable for any breach of, any representation
            or warranty or indemnity agreement contained in the Lease or
            otherwise made by any prior landlord (including the Landlord); or

                  (vii) personally liable or obligated to perform any such term,
            covenant or provision, such new owner's liability being limited in
            all cases to its interest in the Real Estate.

      8. Any notices, communications and waivers under this Agreement shall be
in writing and shall be (i) delivered in person, (ii) mailed, postage prepaid,
either by registered or certified mail, return receipt requested, or (iii) by
overnight express carrier, addressed in each case as follows:

      To the Lender             LaSalle Bank National Association
                                135 South LaSalle Street, Suite 1225
                                Chicago, Illinois 60603
                                Attention: Commercial Real Estate Division

                                       4
<PAGE>

         With a copy to:               Jenner & Block LLP
                                       One IBM Plaza
                                       Chicago, Illinois 60611
                                       Attention: Donald I. Resnick, Esq.

         To the Landlord:              NNN Oakey Building 2003, LLC
                                       1551 N. Tustin Avenue, Suite 200
                                       Santa Ana, CA 92705
                                       Attention: Notices Department

         With a copy to:               The Rosenfeld Law Group
                                       6725 Via Austi Parkway, Suite 200
                                       Las Vegas, NV 89119
                                       Attention: Efrem A. Rosenfeld, Esq.

         With a copy to:               Triple Net Properties
                                       7201 W. Lake Mead Blvd., Ste 104
                                       Las Vegas, NV 89128
                                       Attention:

         To the Tenant:                Director, General Services Bureau
                                       Las Vegas Metropolitain Police Department
                                       3141 East Sunrise Avenue
                                       Las Vegas, NV 89101
                                       Attention: John Krueger

         With a copy to:               Marquis & Aurbach
                                       10001 Park Run Drive
                                       Las Vegas, NV 89145
                                       Attention: Albert G. Marquis

or to any other address as to any of the parties hereto, as such party shall
designate in a written notice to the other party hereto. All notices sent
pursuant to the terms of this section shall be deemed received (i) if personally
delivered, then on the date of delivery, (ii) if sent by overnight, express
carrier, then on the next federal banking day immediately following the day
sent, or (iii) if sent by registered or certified mail, then on the earlier of
the third federal banking day following the day sent or when actually received.

        9. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their respective successors and assigns and any nominees
of the Lender, all of whom are entitled to rely upon the provisions hereof. This
Agreement shall be exclusively governed by the laws of the State of Nevada.

                                       5
<PAGE>

      10. This Agreement may be executed in multiple counterparts and all of
such counterparts together shall constitute one and the same Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Subordination,
Non-Disturbance and Attornment Agreement the day and year first above written.

                                  LANDLORD:

                                  NNN OAKEY BUILDING 2003, LLC,
                                  a Delaware limited liability company

                                  By:    ______________________________________
                                  Name:  ______________________________________
                                  Title: ______________________________________

                                  TENANT:

                                  LAS VEGAS METROPOLITAN POLICE
                                  DEPARTMENT, a metropolitan police
                                  department formed pursuant to
                                  Chapter 280 of the Nevada Revised
                                  Statutes

                                  By:    /s/ BILL YOUNG
                                         -------------------------------------
                                  Name:  Bill Young
                                  Title: Sheriff

                                  LENDER:

                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  a national banking association


                                  By:    ______________________________
                                  Name:  ______________________________
                                  Title: ______________________________

                                       6
<PAGE>

      STATE OF ILLINOIS             )
                                    ) SS.
      COUNTY OF COOK                )

      The undersigned, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that___________________________________________,
the _____________________________________________of LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, as trustee as aforesaid, who is
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that as such_______________________________________, he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and
voluntary act of said banking association, as trustee as aforesaid, for the uses
and purposes therein set forth.

      GIVEN under my hand and notarial seal this___________day
of_____________________, 200_.

                                        _______________________________
                                               Notary Public
                                           My Commission Expires:

                                        _______________________________

STATE OF NEVADA   )
                  ) SS.
COUNTY OF CLARK   )

      The undersigned, a Notary Public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that______________________________________________,
the ______________________________________, of Las Vegas Metropolitan Police
Department, a metropolitan police department formed pursuant to NRS Chapter 280,
who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument as such ___________________________, appeared before me
this day in person and acknowledged that he/she signed and delivered the said
instrument as his/her own free and voluntary act and as the free and voluntary
act of said police department, for the uses and purposes therein set forth.

      GIVEN under my hand and notarial seal this 20 day of July, 2005

                                        /s/ David Logue
                                        -----------------------------------
               Notary Public                Notary Public
              State of Nevada           My Commission Expires:
              County of Clerk
                David Logue
            Appl. No. 91-2809-1
       My Appl. Express Aug 12, 2006

                                       7
<PAGE>


STATE OF ILLINOIS              )
                               ) SS.
COUNTY OF________________      )

      The undersigned, a Notary Public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that_________________________________________, the
____________________________________, of _______________________________, a[N]
________ [CORPORATION / LIMITED PARTNERSHIP / LIMITED LIABILITY COMPANY], who is
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such ______________________, appeared before me this
day-in person and acknowledged that he/she signed and delivered the said
instrument as his/her own free and voluntary act and as the free and voluntary
act of said [CORPORATION / LIMITED PARTNERSHIP / LIMITED LIABILITY COMPANY], for
the uses and purposes therein set forth.

      GIVEN under my hand and notarial seal this___________day
of_____________________, 20__,


                                     __________________________________
                                               Notary Public
                                           My Commission Expires:

                                     __________________________________


 STATE OF ILLINOIS             )
                               ) SS.
 COUNTY OF COOK                )

      The undersigned, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that______________________________________________,
the ________________________________________ of LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, who is personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that as such
_________________________________________, he/she signed and delivered the said
instrument as his/her own free and voluntary act and as the free and voluntary
act of said banking association, for the uses and purposes therein set forth.

      GIVEN under my hand and notarial seal this__________day
of_________________ , 200_.

                                        _________________________________
                                                Notary Public

                                       8
<PAGE>


                                              My Commission Expires:

                                              ______________________________

                                       9
<PAGE>

                                   EXHIBIT "A"

                        LEGAL DESCRIPTION OF REAL ESTATE

LOT _ IN_______________SUBDIVISION, A SUBDIVISION OF A PART OF THE NORTHEAST
QUARTER OF SECTION __, TOWNSHIP _ NORTH, RANGE __ EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT
NO._______________________________IN _____ COUNTY, ILLINOIS; IN BOOK __ OF
PLATS, PAGE __.

PROPERTY ADDRESS OF REAL ESTATE:

______________________
______________________

PERMANENT TAX IDENTIFICATION NUMBER:

______________________


                                       10