##### 



Exhibit 10.1 Grubb & Ellis Bissell Patrick
15720 John J. Delaney Drive
Suite 500
Charlotte NC 28277
Phone: 704-248-2100, Fax: 704-248-2101 LISTING AGREEMENT RENEWAL AND/OR AMENDMENT The LISTING AGREEMENT RENEWAL AND/OR AMENDMENTmade this December 15, 2003
revising or amending that listing dated February 21, 2003 entered into by and
between: Interstate Land Investors II (Seller/Landlord) and Grubb & Ellis/Bissell Patrick (Listing Agency). for the Property known as: York County Tax Parcel #s 7160000147 and 7180000146 is hereby amended as follow: (Check ALL applicable revisions) x
    
    Renewed and extended until midnight, December 31, 2004o
    
    Price shall be changed from $ n/a to $ n/ao
    
    Other Revisions: n/a
 All other terms and conditions shall remain the same. Seller/Landlord and Listing Agency each hereby acknowledges receipt of a signed
copy of this document. THE NORTH CAROLINA ASSOCIATION of REALTORS®, INC. MAKES NO REPRESENTATION AS TO
THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC
TRANSACTION. LISTING AGENCY:
    
    Grubb & Ellis/Bissell Patrick(Name of Firm)
 By:
    
    /s/ Bailey W. Patrick
    
    (SEAL)
 SELLER/LANDLORD: Individual:
    
    
    
    Business Entity:(SEAL)
    
    Interstate Land Investors II(Name of Firm)(SEAL)
    
    By:
    
    /s/ James A. Gray
    
    (SEAL)Title: Asset Manager
 North Carolina Association of REALTORS®, Inc.
PREPARED BY AGENT: Bailey W. Patrick, President
Standard Form 575 Listing Agreement Renewal And/Or Amendment.
North Carolina Association of REALTORS®
© 7/2002 Page 1 of 1Agent
    
    Seller(s)/Landlord




---



##### 



LISTING AGREEMENT OF PROPERTY FOR SALE This Listing Agreement of Property for Sale is made this 21st day of
February, 2003, by and between
    
    Grubb & Ellis/Bissell Patrick
    
    (Listing Agency),(Name of Firm)
 Interstate Land Investors, II
 In consideration of Listing Agencys agreement to list the following described
property, hereinafter known as Property, for sale and to use its efforts to
find a Buyer, the undersigned Seller agrees with Listing Agency as follows: 1. EXCLUSIVE RIGHT TO SELL:For a period extending until midnight on November
30, 2003, Listing Agency shall have the exclusive right to Sell the Property
as agent of Seller at the price and on the terms set forth below, or upon such
other terms as may be agreed upon in writing by Seller with any Buyer. 2. BROKER, COOPERATION/AGENCY RELATIONSHIP:Listing Agency has advised Seller
of Listing Agencys general company policy regarding cooperating with
Subagents, Buyers Agents or Dual Agents. Seller has received and read the
Working with Real Estate Agents publication, and agrees to authorize the
Listing Agency to compensate (subject to paragraphs 7.b.(i) and 7.b.(ii)) and
cooperate with the following: (CHECK ALL APPLICABLE AGENCIES) o
    
    Subagents representing only the Seller,x
    
    Buyer Agents representing only the Buyerx
    
    Seller authorizes Listing Agency to act as a Dual Agent representing
both the Seller and Buyer in the same transaction.
(When Dual Agency occurs, a separate agreement will be executed.)
 Listing Agency agrees to inquire of all agents at the time of initial contact
as to their agency status. A written disclosure of agency shall be provided to
Seller in connection with the presentation of any contract pursuant to this
Listing Agreement.  3.
    
    PROPERTY: (Address) Goldhill Road at Interstate 77 in Fort
Mill, South Carolina
(Legal Description/Description) York County Tax Parcel #s 7180000147 and 7180000146x See attached Exhibit Afor legal description/description of premises.  4.
    
    LISTING GUIDELINES: Seller Price
    
    
    
    Other TermsSeller
Financing Terms
    
    Cash at Closing
    
    $103,000 Per Acre for Tract 1A (17 Acres)$32,500 Per Acre for Tract 1D (31.23 Acres)Possession Delivered
    
    at Closing
 SIGNS: You x may o may not place a sign on the Property. Seller agrees to remove all other signs. ADVERTISING: You x may o may not advertise the Property. DATABASE LISTING: This listing x may be o may not be entered in available database listings. MARKETING EXPENSE: In the event that the Property does not sell during the term
of this Agreement, Seller shall nonetheless be obligated to reimburse Listing
Agency for actual expenses incurred in marketing the Property up to the amount
of $ -0- .  5.
    
    SPECIAL PROVISIONS (an addendum if attached, is incorporated herein by
reference): See Addendum
 Page 1 of 4 North Carolina Association of REALTORS®, Inc.
    
    
    
    
    

    STANDARD FORM 571© 7/2002Agent Initials  Sellers Initials




---



##### 



6. COOPERATION WITH LISTING AGENCY: a. EXCLUSIVE RIGHTS: Seller agrees to cooperate with Listing Agency (or agents
acting for or through it) to facilitate the sale of the Property. The Property
may: be shown only by appointment made by or through Listing Agency. Seller
shall refer to Listing Agency all inquiries or offers it may receive regarding
this Property. Seller agrees to cooperate with Listing Agency in bringing about
a sale of the Property to furnish Listing Agency with a copy of any lease or
master lease affecting the Property and to immediately refer to Listing Agency
all inquiries by anyone interested in the Property. All negotiations shall be
conducted through Listing Agency. Listing Agency shall be identified as the
contact firm with all state and local economic development agencies being
notified of the Propertys availability. b. SERVICES: No management services, repair services, collection services,
notices, legal services or tax services shall be implied as being provided by
the Listing Agency by this agreement In the event that the Listing Agency does
procure any of these services at the request of the Seller, it is understood
and agreed that Listing Agency shall only be acting in the capacity of procurer
for the Seller and shall accrue no liability or responsibility in connection
with any services so obtained on behalf of Seller. This exclusion of liability
and responsibility shall not apply in the event that Listing Agency directly
contracts with Seller to provide any such service. c. LATER SALE TO PROSPECT: If within 90 days after the expiration of the
exclusive listing period Seller shall directly or indirectly sell or agree to
sell the Property to a party to whom Listing Agency (or any other agent acting
for or through Listing Agency) has communicated concerning the Property during
this exclusive period, Seller shall pay Listing Agency the same commission to
which it would have been entitled had the sale been made during the exclusive
listing period; provided, that names of prospects are delivered or postmarked
to the Seller within 30 days after the expiration of the exclusive
listing period. In the event the subject Property is exclusively listed for
sale with another agency after the expiration of this agreement and a
registered prospect options or contracts to purchase the Property within 90
days of the expiration of this agreement, then the Seller shall pay to the
Listing Agency 100% of the commission provided for in Paragraph 7 below. It
is not Listing Agencys intention to hereby obligate Seller to two commissions;
Seller should insure that any prospects registered pursuant to this
subparagraph are excluded from any subsequent listing agreement. The number of
prospects Listing Agency may register upon expiration of the listing period is
limited to (5) five. 7. COMMISSIONS:The amount, format or rate of real estate commissions is not
fixed by law. Commissions are set by each broker individually and may be
negotiable between principal and broker. a. Sales Commissions: (i) Listing Agencys commission shall be calculated according to the
schedule in Paragraph 7a.(ii). Commissions shall be paid in cash or by
bank check. Gross sales price shall include any and all consideration
received or receivable, in whatever form, including, but not limited to,
the assumption or release of existing liabilities. The commission shall
be paid upon delivery of the deed or other evidence of transfer of title
or interest; provided, however, if the transaction involves an installment
contract, then payment shall be made upon the signing of such installment
contract. In the event Seller contributes or conveys the Property or any
interest therein to a joint venture, partnership or other business entity
or executes an exchange, the commission shall be calculated on the fair
market value of the Property or interest therein contributed, conveyed,
transferred or exchanged and shall be payable at the time of the
contribution, conveyance, transfer or exchange. (ii) Schedule of Commissions (complete each option which might
apply:) (1) OUTRIGHT SALE OF PROPERTY (INCLUDING PERSONAL PROPERTY):
6% of the gross sales price of real property, PLUS
n/a% of the gross sales price of personal property. (2) OUTRIGHT SALE OF LAND OR LAND WITH A BUILD TO SUIT SALE
CONTRACT: n/a% of the listed price of the land, PLUS
n/a% of the gross cost of the improvements provided to the
Property upon issuance of the occupancy permit or completion of the
improvements as agreed to prior to, during or within one (1) year of
the construction phase of the project. (3) GROUND LEASE WITH A BUILD TO SUIT, PURCHASE OF IMPROVEMENT:
n/a% of the gross ground rents over the life of the lease, PLUS
n/a% of the gross cost of the improvements provided to the Page 2 of 4 STANDARD FORM 571© 7/2002Agent Initials    Sellers Initials




---



##### 



Property upon issuance of the occupancy permit or completion of
the improvements as agreed to prior to, during or within one (1) year
of the construction phase of the project. (4) EXCHANGES: n/a% of the market value of the listed
property being exchanged by the Seller. Listing Agency is also
entitled to n/a% commission (as Selling Agent) on the market
value of the replacement property acquired by Seller if it played any
role in acquiring, locating or identifying the replacement property.
Seller shall pay the commission due Listing Agency on the replacement
property in the event Listing Agency is not able to secure payment of
same by the seller of the replacement property. (iii) Options/Earnest Money: n/a% of any option fees or
earnest money shall be paid to Listing Agency at the time such monies are
paid to Seller; should there be a forfeiture of option fees or earnest
money, Listing Agency shall be entitled to n/a% of such forfeited
funds; said amounts to be applied to commissions payable pursuant to
paragraph 7.a.(ii) above; provided, Listing Agency shall not be paid, on
account of this provision, an amount in excess of its entitlement pursuant
to paragraph 7.a.(ii) above. b. General Commissions Provisions: (i) Listing Agency shall not be required to compensate or pay any
commission to, either directly or indirectly, a Buyer (or principal,
officer, director, partner, member or substantial shareholder thereof) who
seeks to be compensated or paid a commission in connection with any
transaction with Seller pursuant to this agreement. (ii) If Listing Agency shall have worked directly with a Buyer in
connection with the Property, either as a client or a customer, and such
relationship is evidenced in writing (either by an Agency Disclosure -
NCAR Form #510 or substantially similar registration document), then
Listing Agency shall not be permitted to compensate or pay any commission
to another real estate agent (not associated with Listing Agency) in
connection with any transaction pursuant to this agreement, which
transaction involves said Buyer so registered; provided, however, Listing
Agency shall be permitted to compensate a cooperating agency who is the
procuring cause of such transaction. (iii) In the event Seller fails to make payments within the time
limits set forth herein, then the delinquent amount shall bear interest
from the date due until paid at the maximum rate permitted in the state in
which the office of the Listing Agency is located. If Listing Agency is
required to institute legal action (including mediation or arbitration)
against Seller relating to this or any agreement of which it is a part,
Listing Agency shall be entitled to reasonable attorneys fees and costs. (iv) The term Seller as used herein shall be deemed to include, but
not be limited to, the owner of the Property or a party under contract to
acquire the Property. The term Buyer as used herein shall be deemed to
include, but not limited to, assignee of a Buyer. 8. REPRESENTATIONS:Seller represents and warrants to Listing Agency that it
has the right to offer the Property for sale and further represents and
warrants that it has the right and authority to execute and deliver such
instruments as may be necessary to effectuate any transaction contemplated
hereby. Listing Agency acknowledges that Seller is a public partnership and a
sale of the Property may require consent by the limited partners pursuant to
SEC regulations. 9. ENVIRONMENTAL MATTERS:Seller, directly or through whom a claim may be made
by any other party or parties against the Listing Agency shall indemnify,
defend and hold harmless the Listing Agency, its agents and employees from any
loss, liability, damage, cost or expense, including without limitation,
reasonable legal, accounting, consulting, engineering, court costs and other
expenses related to the presence of storage tanks or the presence or release of
hazardous substances, which are defined as those substances, materials, and
wastes, including, but not limited to, those substances, materials and wastes
listed in the United States Department of Transportation Hazardous Materials
Table (490 C.F.R. 172-101) or by the Environmental Protection Agency as
hazardous substances (40 C.F.R. Part 302) and amendments thereto, or such
substances, materials and wastes which are or become regulated under any
applicable local, state or federal law, including, without limitation, any
material, waste or substance which is (i) petroleum, (ii) asbestos, (iii)
polychlorinated biphenyl, (iv) designated as a hazardous substance pursuant
to Section 311 of the Clean Water Act, 33 U.S.C. Sec. 1251, et seq. (33 U.S.C.
Sec. 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C.
Sec. 1317), (v) defined as a hazardous waste pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq. (42 U.S.C.
Sec. 6903) or (vi) defined as a hazardous substance pursuant to Section 101
of the Comprehensive Environmental Response, Compensation, and Liability Act,
42 U.S.C. Sec. 9601, et seq. (42 U.S.C. Sec. 9601). Page 3 of 4 STANDARD FORM 571© 7/2002Agent Initials    Sellers Initials




---



##### 



10. BANKRUPTCY:In the event that the Property comes under the jurisdiction of
a bankruptcy court, Seller shall immediately notify the Listing Agency of the
same and, if Seller is the subject of bankruptcy, shall promptly take all steps
necessary to obtain court approval of Listing Agencys appointment to sell the
Property, unless Listing Agency shall elect to terminate this Agreement upon
said notice. 11. INDEMNIFICATION:Seller represents and warrants that the information set
forth herein and any other information as may be furnished by the Seller is
correct to the best of Sellers knowledge; Listing Agency shall have no
obligation or responsibility for checking or verifying any such information.
Further, Seller agrees to indemnify Listing Agency for any and all loss or
damage sustained by Listing Agency as a result of Listing Agencys or Sellers
furnishing such information to a buyer or anyone else. 12. LEASE PROTECTION PROVISION:In the event that the Property is leased
during the term hereof, and this agreement does not specify the amount of such
lease commissions, it is acknowledged that a commission shall be nonetheless
earned upon execution of such lease agreement and payable in accordance with
the terms of this agreement. The parties agree to act in good faith in
determining that the commission is an amount reasonable in this area for the
particular type of property in question. 13. PARTIES AND BENEFIT:This agreement shall be binding upon and inure to the
benefit of the parties, their heirs, successors and assigns and their personal
representatives. Each signatory to this agreement represents and warrants that
he or she has full authority to sign this agreement on behalf of the party for
whom he or she signs and that this agreement binds such party. This agreement
contains the entire agreement of the parties and may not be modified except in
writing signed by all of the parties hereto. 14. THE BROKER SHALL CONDUCT ALL HIS BROKERAGE ACTIVITIES IN REGARD TO THIS
AGREEMENT WITHOUT RESPECT TO THE RACE, COLOR, RELIGION, SEX, NATIONAL ORIGIN,
HANDICAP OR FAMILIAL STATUS OF ANY BUYER OR PROSPECTIVE BUYER, SELLER OR
PROSPECTIVE SELLER. THIS DOCUMENT IS A LEGAL DOCUMENT. EXECUTION OF THIS DOCUMENT HAS LEGAL
CONSEQUENCES THAT COULD BE ENFORCEABLE IN A COURT OF LAW. THE NORTH CAROLINA
ASSOCIATION OF REALTORS® MAKES NO REPRESENTATIONS CONCERNING THE LEGAL
SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENT OR THE
TRANSACTION TO WHICH IT RELATES AND RECOMMENDS THAT YOU CONSULT YOUR ATTORNEY. LISTING AGENCY:
    
    Grubb & Ellis/Bissell Patrick(Name of Firm)
 By:
    
    /s/ Bailey W. Patrick
    
    (SEAL)Bailey W. Patrick
 SELLER: Individual:
    
    
    

    Business Entity:Interstate Land Investors II
    
    (SEAL)(SEAL)
    
    
    
    (Name of Entity)(SEAL)
    
    By:
    
    /s/ James A. Gray
    
    (SEAL)Title: Asset Manager
 Page 4 of 4 STANDARD FORM 571© 7/2002Agent Initials    Sellers Initials




---



##### 



LISTING AGREEMENT OF PROPERTY FOR SALE
ADDENDUM  1.
    
    Indemnification:Listing Agency and Interstate Land Investors II
mutually agree to indemnify, hold harmless, and defend each other, and any
employee or agent thereof (each of the foregoing hereinafter referred to
individually as the Indemnified Parties) against all liability,
including reasonable attorneys fees and costs, to third parties (other
than liability solely the fault of the Indemnified Party) arising from the
acts or omissions of Listing Agency or Interstate Land Investors II or its
agents in the performance of its obligations hereunder, or breach hereof.
Listing Agency further agrees to indemnify, hold harmless, and defend
Interstate Land Investors II, and any employee or agent thereof against
all claims of intellectual property infringement arising from the products
or services provided hereunder. Listing Agencys and Interstate Land
Investors IIs obligation to indemnify shall survive the expiration or
termination of this Agreement by either party for any reason. Listing
Agency and Interstate Land Investors II shall conduct the defense in any
such third party action arising as described herein with counsel
reasonably acceptable to the other party, which shall cooperate with such
defense. Notwithstanding the foregoing, Interstate Land Investors II
shall indemnify, save and hold harmless Listing Agency, its affiliates,
and its representatives, from and against any and all costs, losses
(including, without limitation, diminution in value), liabilities,
damages, lawsuits, proceedings (whether formal or informal),
investigations, judgments, orders, settlements, recoveries, obligations,
deficiencies, claims and expenses (whether or not arising out of
third-party claims), including, without limitation, interest, penalties,
attorneys fees and all amounts paid in investigation, or settlement of
any of the foregoing (collectively, Damages), incurred in connection
with or arising out of or resulting from any legal proceedings initiated
against Interstate Land Investors II where Listing Agency, due to no
actions of its own, becomes a party to any litigation by third parties.
The term Damages as used in this section is not limited to matters
asserted by third parties against a party, but includes Damages incurred
or sustained by a party in the absence of third party claims.  2.
    
    Limitation of Liability:Neither Interstate Land Investors II nor
LISTING AGENCY shall be liable to the other party for any indirect,
special, consequential, incidental or punitive damages.This limitation
shall not diminish either partys obligation to indemnify, hold harmless
and defend the other party under the terms of this Agreement.  3.
    
    Insurance:For and during the term of this Agreement and for as long as
Listing Agency is performing its obligations hereunder, Listing Agency
shall secure and maintain at its own expense insurance of the following
types and amounts:  A.
    
    Commercial General Liability Insurance in an amount of not
less than $1,000,000 per occurrence, subject to a $2,000,000
aggregate covering, without limitation, bodily injury (including
death), personal injury, defamation, property damage including, and
without limitation, all contractual liability for such injury or
damage assumed by Listing Agency under this Agreement. This policy
shall include products/completed operations coverage.




---



##### 



B.
    
    Workers Compensation in accordance with all federal and
state statutory requirements and Employers Liability Insurance in
an amount of not less than $500,000 per accident for bodily injury
and $500,000 per employee/aggregate for disease. Listing Agency and
its underwriter shall waive subrogation against Interstate Land
Investors II.C.
    
    Commercial Automobile Liability Insurance in an amount of not
less than $1,000,000 combined single limit covering bodily injury
(including death) and property damage for all owned, hired, and
non-owned vehicles used by Listing Agency.D.
    
    Umbrella Liability Insurance with respect to subsections A,
B, and C in an amount of not less than $5,000,000 combined single
limit.E.
    
    Blanket Fidelity Bond with third party liability endorsement
in an amount of not less than $2,000,000 covering the dishonest acts
of all Listing Agency employees performing under this Agreement.
Interstate Land Investors II shall be named loss payee as respects
the Blanket Fidelity Bond.F.
    
    Claims Made Annual Aggregate Errors and Omissions in an
amount of not less than $1,000,000.