Exhibit
10.1




 





PURCHASE AGREEMENT


BETWEEN


BEHRINGER
HARVARD NORTHPOINT I LP,


a Texas limited partnership


AS SELLER


AND


MEDICAL
EDGE HEALTHCARE GROUP, INC.,


a Texas corporation


AS PURCHASER


covering and describing


NORTHPOINT OFFICE BUILDING


in


Dallas County, Texas




 


















 


PURCHASE
AGREEMENT


THIS PURCHASE AGREEMENT
(this “Agreement”) is entered into as of the Effective Date (as hereinafter
defined) between BEHRINGER HARVARD NORTHPOINT I LP, a Texas limited partnership
(“Seller”), and MEDICAL EDGE HEALTHCARE GROUP, INC., a Texas corporation (“Purchaser”).


ARTICLE I



PURCHASE AND SALE


1.1           Agreement of
Purchase and Sale.  In consideration
of their covenants set forth in this Agreement, Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, for the Purchase Price
(as hereinafter defined) and on the terms and conditions set forth herein, the
following:


(a)           All of the land
situated in the City of Dallas, the County of Dallas and the State of Texas,
described on Exhibit A attached hereto and made a part hereof, together
with all right, title and interest of Seller in and to all benefits,
privileges, easements, tenements, hereditaments and appurtenances thereon or
appertaining thereto, and together with all right, title and interest of Seller
in and to adjacent streets, alleys and rights-of-way (the “Real Estate”).


(b)           All structures,
buildings, improvements and fixtures, including without limitation all
equipment and appliances, used in connection with the operation or occupancy
thereof, such as heating and air-conditioning systems and facilities used to
provide any utility services, parking services, refrigeration, ventilation,
trash disposal or other services owned by Seller and located on the Real Estate
(“Improvements”).


(c)           All personal property
owned by Seller located on or in the Real Estate or Improvements and used in
connection with the operation and maintenance of the Real Estate or
Improvements (“Personal Property”).


(d)           Seller’s interest in
all leases and other agreements to occupy the Real Estate and/or the
Improvements, or any portion thereof, as amended from time to time, in effect
on the date of Closing, as hereinafter defined (all such leases and agreements
being sometimes collectively referred to herein as “Leases”).


(e)           All intangible property
owned by Seller and used in connection with the Real Estate, Improvements and
Personal Property, including specifically, without limitation, all right, title
and interest of Seller in and to the following: (i) all trademarks and trade
names used in connection with any part of the Real Estate and Improvements
(specifically excluding, however, the name “Behringer Harvard”, any derivative
thereof or any name which includes the words “Behringer Harvard” or any
derivative thereof), (ii) all plans and specifications, if any, in the
possession of Seller which were prepared in connection with the construction of
any of the Improvements, (iii) all licenses, permits and warranties now in
effect with respect to the Real Estate, Improvements and Personal Property, and
(iv) all Property Documents (as hereinafter defined) in effect at Closing and
any other contracts to be assigned to Purchaser in accordance with this
Agreement that in any way relate to the Property (as hereinafter defined),
including without limitation all rights of Seller relating to equipment or
property located upon the Real Estate or Improvements, which will survive
Closing (“Intangible Property”).


1.2           Property Defined.  The Real Estate, Improvements, Personal
Property, Leases and Intangible Property are sometimes collectively referred to
herein as the “Property”.



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1.3           Permitted Exceptions.  The Property shall be conveyed subject to the
matters which are, or are deemed to be, Permitted Exceptions pursuant to
Article II hereof (herein referred to collectively as the “Permitted Exceptions”).


1.4           Purchase Price.  The purchase price for the Property shall be
Six Million Two Hundred Fifty Thousand and No/100 DOLLARS ($6,250,000.00) (“Purchase
Price”).


1.5           Payment of Purchase
Price.  The Purchase Price, as increased
or decreased by prorations and adjustments as herein provided, shall be payable
in full at Closing in cash by wire transfer of immediately available federal
funds to a bank account designated by Seller in writing to Purchaser prior to
the Closing.


1.6           Earnest Money.  Simultaneously with the execution and
delivery of this Agreement, Purchaser is depositing with Republic Title of
Texas, Inc. (the “Escrow Agent” or “Title Company”), having its office at 2626
Howell Street, 10th Floor, Dallas, Texas 75204, Attention: Melvin
Morgan, the sum of Fifty Thousand and No/100 Dollars ($50,000.00) (the “Earnest
Money”) in good funds, either by certified bank or cashier’s check or by
federal wire transfer.  The Escrow Agent
shall hold the Earnest Money in an interest-bearing account in accordance with
the terms and conditions of this Agreement. 
All interest accruing on such sum shall become a part of the Earnest
Money and shall be distributed as Earnest Money in accordance with the terms of
this Agreement.  Upon the latter of (a)
the expiration of the Inspection Period (as hereinafter defined), or (b)
Purchaser’s receipt of the Centex Homes Estoppel Certificate (as hereinafter
defined), Escrow Agent shall release the Earnest Money to Seller, it being
agreed that at Closing Seller shall apply the Earnest Money towards payment of
the Purchase Price.


1.7           Independent Contract
Consideration.  Upon the Effective
Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars
($50.00) (the “Independent Contract Consideration”), which amount Seller and
Purchaser hereby acknowledge and agree has been bargained for and agreed to as
consideration for Seller’s execution and delivery of this Agreement.  The Independent Contract Consideration is in
addition to and independent of any other consideration or payment provided for
in this Agreement and is nonrefundable in all events.


ARTICLE II



TITLE AND SURVEY


2.1           Title Commitment.  As soon after the Effective Date as
reasonably practicable through the use of good faith efforts by Seller, Seller
shall cause the Title Company to deliver to Purchaser, at Seller’s expense, (a)
a title commitment (“Commitment”) for an owner’s policy of title insurance, on
the standard form promulgated by the Texas State Board of Insurance, issued by
the Title Company in the amount of the Purchase Price, and (b) legible copies
of all instruments referenced in Schedule B and Schedule C of the Commitment.


2.2           Survey.  As soon after the Effective Date as
reasonably practicable through the use of good faith efforts by Seller, Seller
shall cause to be delivered to Purchaser, at Seller’s expense, a survey (“Survey”)
of the Real Estate and Improvements, certified to have been made in accordance
with ALTA/ACSM standards on or after the date of this Agreement by a land
surveyor registered in the State of Texas.


2.3           Review of Commitment
and Survey.  Purchaser shall have
fifteen (15) days (the “Title Review Period”) after the receipt of the last of
the Commitment, legible copies of all instruments referred to in Schedule B and
Schedule C thereof, and the Survey to notify Seller in writing of such
objections as 



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Purchaser may have to anything
contained in the Commitment or the Survey; provided, however, that Purchaser
shall not have the right to object to any Permitted Exceptions described in
Section 2.5 below.  If Purchaser
fails to object in writing to any item contained in the Commitment or the
Survey during the Title Review Period, Purchaser shall be deemed to have waived
its right to object to such item, and such item shall thereafter be deemed a
Permitted Exception.  In the event that
Purchaser objects to any item contained in the Commitment or the Survey within
the Title Review Period (such items being herein referred to as “Title Defects”),
Seller shall notify Purchaser in writing within five (5) days following the
date of Purchaser’s notice of such Title Defects (the “Cure Period”) that
either (a) the Title Defects have been, or will be at or prior to Closing,
removed from the Commitment or the Survey, as the case may be, or (b) Seller
has failed to arrange to have the Title Defects removed. Notwithstanding
anything contained in this Agreement to the contrary, Seller shall have no
obligation whatsoever to expend or agree to expend any funds, to undertake or
agree to undertake any obligations or otherwise to cure or agree to cure any
title or survey objections, and Seller shall not be deemed to have any
obligation to cure unless Seller expressly undertakes such an obligation by
written notice to or written agreement with Purchaser given or entered into on
or prior to the expiration of the Cure Period; provided, however, that Seller
shall pay or discharge any lien or encumbrance arising after the date hereof
and voluntarily created or assumed by Seller and not created by or resulting
from the acts of Purchaser or other parties not related to Seller.


2.4           Failure to Cure
Title Defects.  If upon the
expiration of the Cure Period Seller has not notified Purchaser that Seller has
arranged to have the Title Defects removed, then Purchaser may elect (which
election must be made in writing within ten (10) days following expiration of
the Cure Period) either:  (a) to
terminate this Agreement, in which event the Earnest Money shall be returned to
Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it
then is.  If Purchaser does not, within
ten (10) days after the expiration of the Cure Period, send written notice to
Seller of its election to terminate this Agreement pursuant to clause (a) of
the preceding sentence, then: (x) 
Purchaser shall be deemed to have elected to take title subject to any
and all Title Defects, without any reduction in the Purchase Price; (y) all
Title Defects not removed from the Commitment or the Survey will thenceforth be
deemed Permitted Exceptions; and (z) this Agreement shall remain in full force
and effect.


2.5           Other Permitted
Exceptions.  In addition to those
matters shown in the Commitment and the Survey which become Permitted
Exceptions pursuant to Section 2.4 above, the following shall also be deemed to
be Permitted Exceptions: (a) the Leases; (b) taxes and standby fees for the
year in which Closing occurs;  (c) liens
and encumbrances arising after the date hereof to which Purchaser consents in
writing; and (d) any liens or encumbrances of a definite or ascertainable
amount, provided that Seller causes such liens or encumbrances to be insured
around such that same do not appear as an exception in the owner’s title
insurance policy issued to Purchaser pursuant to the Commitment.


2.6           Owner Title Policy.  Subject to the provisions of
Section 2.4, on the Closing Date Seller shall cause the Title Company to
issue an owner’s title insurance policy at Seller’s cost insuring fee simple
title in Purchaser as of the Closing Date, in accordance with the Commitment,
subject only to the Permitted Exceptions; provided, however, that Seller shall
have no obligation to pay anything other than the basic premium for such title
insurance policy.  If Purchaser desires
to obtain a modification of the “survey exception” or other modification or
endorsement, same shall be at the sole expense of Purchaser.


2.7           Expiration of
Inspection Period.  It is the intent
of the parties that Purchaser’s right to terminate this Agreement pursuant to
Section 2.4(a) shall expire upon the expiration of the Inspection Period,
notwithstanding that the Title Review Period, the Cure Period or any election
period may extend beyond the expiration of the Inspection Period.  Accordingly, notwithstanding anything
contained herein to the contrary, if Purchaser has not terminated this
Agreement pursuant to Section 2.4(a) prior to the expiration of the
Inspection Period, then Purchaser shall no longer have any right to terminate
this Agreement under Section 2.4(a), and in such event Purchaser shall be
bound to accept title to the Property 



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without any reduction in the
Purchase Price and with the Title Defects not removed from the Commitment being
deemed Permitted Exceptions; provided, however, that Purchaser may, after
expiration of the Inspection Period, object to New Title Defects as set forth
in Section 2.8 below.


2.8           New Title Defects.  In the event that, after the expiration of
the Inspection Period and prior to Closing, a revision of Schedule B to the
Title Commitment or the Survey reveals an adverse matter objectionable to
Purchaser that was not disclosed to Purchaser prior to the expiration of the
Inspection Period and is not a Permitted Exception (a “New Title Defect”),
Purchaser shall have ten (10) days after such matter is disclosed to Purchaser
to send written notice to Seller of such New Title Defect (it being agreed that
if Purchaser fails to object to the New Title Defect within such ten (10) day
period, then such New Title Defect shall thereafter be deemed a Permitted
Exception).  Seller shall notify
Purchaser in writing within five (5) days following the date of Purchaser’s
notice of such New Title Defect (the “New Title Defect Cure Period”) that
either (a) the New Title Defect has been, or will be at or prior to Closing,
removed from the Commitment or the Survey, as the case may be, or (b) Seller
has failed to arrange to have the New Title Defect removed.  If, upon the expiration of the New Title
Defect Cure Period, Seller has not notified Purchaser that Seller has arranged
to have the New Title Defect removed, then Purchaser may elect (which election
must be made in writing within five (5) days following expiration of the New
Title Defect Cure Period) either: 
(i) to terminate this Agreement as Purchaser’s sole remedy
hereunder (in which event the Earnest Money shall be returned to Purchaser); or
(ii) to take title subject to the Permitted Exceptions and the New Title
Defect.  If Purchaser does not, within
five (5) days after the expiration of the New Title Defect Cure Period, send
written notice to Seller of its election to terminate this Agreement pursuant
to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to
have elected to take title subject to the Permitted Exceptions and the New Title
Defect without any reduction in the Purchase Price; (y) the New Title Defect
will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall
remain in full force and effect.


ARTICLE III



INSPECTION PERIOD


3.1           Property Documents.  As soon after the Effective Date as
reasonably practicable through the use of good faith efforts by Seller, Seller
shall deliver or make available to Purchaser at the Property or at Seller’s
office the documents described on Exhibit B and Exhibit B-1
(the “Property Documents”) attached hereto and made a part hereof for all
purposes.  Purchaser shall, if requested
by Seller, execute instruments acknowledging receipt of the Property Documents
or any other document delivered or made available to Purchaser in connection with
the transaction contemplated hereby. 
During the Inspection Period (as hereinafter defined), Purchaser may
inspect the Property Documents during normal business hours and may photocopy
same at Purchaser’s expense. 
Notwithstanding the foregoing provisions, Seller shall not be obligated
to deliver to Purchaser any report described in Exhibit B if the
terms of such report restrict Seller from doing so.  With respect to any environmental report or
other report described in Exhibit B which Seller delivers to
Purchaser, Purchaser understands and agrees that (a) such report shall be
delivered to Purchaser for general information purposes only, (b) Purchaser
shall not have any right to rely on any report received from Seller and will
not rely thereon, but rather will rely on inspections and reports performed by
or on behalf of Purchaser, and (c) Seller shall have absolutely no liability
for any inaccuracy in or omission from any report which it delivers to
Purchaser.


3.2           Right of Inspection.  During the period beginning on the Effective
Date and ending at 5 p.m., Dallas, Texas time, on the forty-fifth (45th)
day thereafter (the “Inspection Period”), Purchaser and its representatives
(including Purchaser’s architects, engineers and consultants) shall have the
right to examine the Property Documents and to make a physical inspection of
the Property (including the right to conduct such soil, engineering,
environmental, hazardous or toxic material, noise pollution, seismic or 



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other physical test, study or
investigation as Purchaser may desire). 
In this regard, Purchaser and its authorized agents and representatives
shall be entitled to enter upon the Property at all reasonable times during the
Inspection Period, upon reasonable prior oral or written notice to Seller and
while accompanied by a representative of Seller, subject to the rights of
tenants of the Property.  All inspections
shall occur at reasonable times agreed upon by Seller and Purchaser and shall
be conducted so as not to unreasonably interfere with use of the Property by
Seller or tenants of the Property. 
Purchaser shall indemnify, defend and hold Seller and the Property
harmless of and from any and all losses, liabilities, costs, expenses
(including, without limitation, reasonable attorneys’ fees and costs of court),
damages, liens, claims (including, without limitation, mechanics’ or
materialmen’s liens or claims of liens), actions and causes of actions arising
from or relating to Purchaser (or Purchaser’s agents, employees or
representatives) entering upon the Property to test, study, investigate or
inspect the same or any part thereof, whether pursuant to this Section 3.2
or otherwise, except to the extent arising solely from the negligence of
Seller.  The foregoing indemnity of
Purchaser shall expressly survive the Closing or the earlier termination of
this Agreement.


3.3           Right of Termination.  Seller agrees that in the event Purchaser
determines, in its sole discretion, that the Property is not suitable for its
purposes, then Purchaser shall have the right (“Purchaser’s Termination Right”)
to terminate this Agreement.  Purchaser’s
Termination Right shall be exercisable only by sending written notice of
termination (the “Notice of Termination”) to Seller prior to the expiration of
the Inspection Period.  In the event that
Purchaser timely exercises Purchaser’s Termination Right, this Agreement shall
terminate and the Earnest Money shall be returned to Purchaser.  If Purchaser fails to send Seller a Notice of
Termination prior to the expiration of the Inspection Period, Purchaser shall
be deemed to have approved the Property and the Property Documents in all
respects and Purchaser’s Termination Right shall automatically and irrevocably
expire.


3.4           Payment of Certain
Expenses Upon Termination.  Notwithstanding
anything contained in this Agreement to the contrary, in the event that
Purchaser exercises Purchaser’s Termination Right, Purchaser shall be
responsible for payment of any escrow costs charged by the Title Company in
connection with this Agreement.


ARTICLE IV



CLOSING


4.1           Time and Place.  The consummation of the purchase and sale of
the Property (“Closing”) shall take place at the office of the Title Company on
a date (the “Closing Date”) mutually agreed upon by the parties, but not later
than the earlier of:  (a) fifteen (15)
days after the expiration of the Inspection Period, or (b) December 31,
2006.  At Closing, Seller and Purchaser
shall perform the obligations set forth in, respectively, Section 4.2 and
Section 4.3 below, the performance of which obligations shall be concurrent
conditions.


4.2           Seller’s Obligations
at Closing.  At Closing, Seller
shall:


(a)           deliver to Purchaser a
Special Warranty Deed (the “Deed”) in the form of Exhibit C
attached hereto and made a part hereof for all purposes, executed and
acknowledged by Seller and in recordable form, it being agreed that the
conveyance effected by the Deed shall be subject to the Permitted Exceptions;


(b)           deliver to Purchaser a
Bill of Sale in the form of Exhibit D attached hereto and made a part
hereof for all purposes (the “Bill of Sale”) executed by Seller;



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(c)           join with Purchaser in
the execution of an Assignment of Leases and Security Deposits in the form of Exhibit E
attached hereto and made a part hereof for all purposes;


(d)           join with Purchaser in
the execution of an Assignment and Assumption of Intangible Property and Other
Rights in the form of Exhibit F attached hereto and made a part
hereof for all purposes;


(e)           join with Purchaser in
the execution of letters to tenants at the Real Estate in the form of Exhibit G
attached hereto and made a part hereof for all purposes;


(f)            deliver to Purchaser
an affidavit sworn by an officer of Seller in the form of Exhibit H
attached hereto and made a part hereof for all purposes (the “FIRPTA Affidavit”),
or in such other form as may be prescribed by federal regulations;


(g)           deliver to Purchaser
(i) the Centex Homes Estoppel Certificate (as hereinafter defined), if obtained
by Seller; and (ii)  the Fresh Market
Deli Estoppel Certificate (as hereinafter defined) or, if Seller elects, a
Seller’s certification in lieu thereof (as described in Section 5.4 hereof).


(h)           deliver to Purchaser
the Certificate in the form of Exhibit L attached hereto and made a part
hereof for all purposes (“Seller’s Updated Certificate”), subject to the
provisions of Section 5.6; and


(i)            deliver to Purchaser
possession of the Property.


4.3           Purchaser’s
Obligations at Closing.  At Closing,
Purchaser shall:


(a)           pay to Seller the
Purchase Price in cash or immediately available funds, it being agreed that the
Earnest Money shall be delivered to Seller at Closing and applied towards
payment of the Purchase Price.


(b)           join with Seller in
execution of the instruments described in Sections 4.2(c), 4.2(d), and
4.2(f);


(c)           deliver to Seller an
Agreement Regarding Disclaimers in the form of Exhibit I attached hereto
and made a part hereof for all purposes executed by Purchaser and counsel for
Purchaser;


(d)           deliver to Seller a
copy of any environmental report or engineering or structural report obtained
by Purchaser with respect to the Property (unless the terms of any such report
restrict Purchaser from doing so); and


(e)           deliver to Seller such
evidence as Seller’s counsel and/or the Title Company may reasonably require as
to the authority of the person or persons executing documents on behalf of
Purchaser.


4.4           Prorations.  The following adjustments to the Purchase
Price paid hereunder shall be made between Seller and Purchaser and shall be
prorated (as applicable) on a per diem basis as if Purchaser owned the Property
for the entire day on the Closing Date:


(a)           All real estate taxes
and installments of special assessments due and payable in the calendar year of
Closing.  All other installments of
special assessments not yet due and payable shall be paid by Purchaser.  If at the time of Closing the tax rate or the
assessed valuation for the current year 



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has not yet been fixed, taxes
shall be prorated based upon the tax rate and the assessed valuation
established for the previous tax year; provided, however, that Seller and
Purchaser agree that to the extent the actual taxes for the current year differ
from the amount so apportioned at Closing, the parties hereto will make all
necessary adjustments by appropriate payments between themselves following the
Closing, and this provision shall survive Closing.


(b)           Current rents, advance
rentals (but only to the extent actually received by Seller) and other income
from the Property shall be prorated between Seller and Purchaser at Closing
based upon such amounts actually collected by Seller as of the Closing
Date.  Rent which is unpaid or delinquent
as of the Closing Date shall not be prorated, but such unpaid or delinquent
rent collected after the Closing Date shall be delivered as follows: (i) if
Seller collects any unpaid or delinquent rent after the Closing Date, Seller
shall deliver to Purchaser any such rent relating to the Closing Date and any
period thereafter within fifteen (15) days after the receipt thereof, and (ii)
if Purchaser collects any unpaid or delinquent rent after the Closing Date,
Purchaser shall deliver to Seller any such rent relating to the period prior to
the Closing Date within fifteen (15) days after the receipt thereof.  Seller and Purchaser agree that (A) all rent
received by Seller after the Closing Date shall be applied first to delinquent
rentals, if any, in the order of their maturity, and then to current rentals,
and (B) all rent received by Purchaser after the Closing Date shall be applied
first to current rentals and then to delinquent rentals, if any, in inverse
order of maturity.  Purchaser will make a
good faith effort after Closing to collect all rents (including without
limitation the Pass Through Expenses and percentage rents described in Section
4.4(c) below) in the usual course of Purchaser’s operation of the Property, but
Purchaser will not be obligated to institute any lawsuit or incur any expense
to collect delinquent rents. 
Notwithstanding the foregoing provisions, Seller shall not be required
to prorate any amounts collected by Seller after Closing from former tenants of
the Property, it being understood and agreed that Seller may retain all amounts
that Seller recovers from such former tenants.


(c)           With respect to
additional rent attributable to insurance, taxes, common area maintenance and
other operating expenses which are passed through to tenants under the Leases
(the “Pass Through Expenses”) and as of the Closing Date are unbilled or billed
but not yet collected, Purchaser shall, upon collection of such Pass Through
Expenses, remit to Seller an amount equal to that portion of Pass Through
Expenses which accrued prior to the Closing Date.  With respect to Pass Through Expenses which
have not been billed to tenants as of the Closing Date, Purchaser shall bill
each tenant for same in accordance with each such tenant’s Lease.  With respect to percentage rents based upon
gross sales or other income generated by the business of a tenant located on
the Property during a specified period of time (the “Applicable Period”),
Purchaser shall, upon collection of such percentage rent, remit to Seller an
amount equal to the product of the percentage rent so collected multiplied by a
fraction, the numerator of which is the number of days which have elapsed in
the Applicable Period prior to the Closing Date and the denominator of which is
the total number of days in the Applicable Period.


(d)           Charges under service
agreements, utility charges for which Seller is liable, and other operating
expenses of the Property shall be prorated between Seller and Purchaser at
Closing.


(e)           Security deposits
shall, at Seller’s option, either be transferred or credited to Purchaser at
Closing.  Refundable cash or other
refundable deposits posted with utility companies or other entities in connection
with the Property shall, at Sellers’ option, either be assigned to Purchaser
and credited to Seller at Closing, or Seller shall be entitled to receive and
retain such refundable cash and deposits.


(f)            Purchaser shall be
responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter
defined) and leasing commissions which become due and payable (whether before
or after Closing) (A) as a result of any renewals or expansions of existing
Leases which occur between the 



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Effective Date of this
Agreement and the Closing Date and that are either approved or deemed approved
by Purchaser, and (B) under any new Leases (including any amendments of
existing Leases) entered into between the Effective Date of this Agreement and
the Closing Date which have been approved (or deemed approved) by Purchaser;
and (ii) all Tenant Inducement Costs and leasing commissions which become due
and payable from and after the Closing Date. 
If as of the Closing Date Seller shall have paid any Tenant Inducement
Costs or leasing commissions for which Purchaser is responsible pursuant to the
foregoing provisions, Purchaser shall reimburse Seller therefor at
Closing.  Seller shall supply invoices
and statements for all such Tenant Inducement Costs and leasing commissions to
Purchaser on or prior to the Closing Date. 
For purposes hereof, the term “Tenant Inducement Costs” shall mean any
out-of-pocket payments required under a Lease to be paid by the landlord
thereunder to or for the benefit of the tenant thereunder which is in the
nature of a tenant inducement, including specifically, without limitation,
tenant improvement costs, lease buyout costs, and moving, design, refurbishment
and club membership allowances.  The term
“Tenant Inducement Costs” shall not include loss of income resulting from any
free rental period, it being agreed that Seller shall bear the loss resulting
from any free rental period until the Closing Date and that Purchaser shall
bear such loss from and after the Closing Date.


(g)           The Personal Property
is included in this sale, without further charge, except that Purchaser shall
pay to Seller the amount of any and all sales or similar taxes payable in
connection with the Personal Property which is to be transferred to Purchaser
under this Agreement and Purchaser shall execute and deliver any tax returns
required of it in connection therewith, said obligations of Purchaser to
survive Closing.


(h)           All prorations
described in this Section 4.4 shall be effected by increasing or decreasing, as
appropriate, the amount of cash to be paid by Purchaser to Seller at
Closing.  Purchaser and Seller shall
cooperate to produce prior to Closing a schedule of prorations and closing
costs that is as complete and accurate as reasonably possible (the “Closing
Statement”).  If any of the aforesaid
prorations cannot be calculated accurately on the Closing Date, then they shall
be estimated to the extent possible as of the Closing and calculated as soon
after Closing as is feasible.  All adjustments
to initial estimated prorations shall be made by the parties with due diligence
and cooperation within sixty (60) days following Closing, or such later time as
may be required to obtain necessary information for proration, by prompt cash
payment to the party yielding a net credit from such prorations from the other
party; provided, however, that the provisions of this paragraph shall survive
Closing until March 31, 2007, and after such date neither Seller nor Purchaser
shall have any further rights or obligations under this Section 4.4.  Notwithstanding the foregoing, the proration
of taxes described in Section 4.4(a) above shall be deemed final if no
adjustment thereto is requested within one (1) year after Closing.


4.5           Closing Costs.  Seller shall pay (a) the fees of any
counsel representing it in connection with this transaction; (b) the basic
premium for the Owner’s Policy of Title Insurance to be issued to Purchaser by
the Title Company at Closing (specifically excluding the additional premium
chargeable for modification of the survey exception, which deletion expense
shall be borne by Purchaser); (c) the cost of the Survey; (d) the
fees for recording the Deed; and (e) one-half (1/2) of any escrow fee
which may be charged by the Title Company. 
Purchaser shall pay (w) the fees of any counsel representing
Purchaser in connection with this transaction; (x) the additional premium
chargeable for modification of the survey exception, if such modification is
desired by Purchaser; (y) any transfer tax, documentary stamp tax, sales
tax or similar tax which becomes payable by reason of the transfer of the
Property or any component thereof; and (z) one-half (1/2) of any escrow fees
charged by the Title Company.  All other
costs and expenses incident to this transaction and the closing thereof shall
be paid by the party incurring same.


4.6           Delivery of
Documents.  Immediately after
Closing, Seller shall deliver to Purchaser all books and records of account,
contracts, leases and leasing correspondence, receipts for deposits, unpaid
bills and other papers or documents which pertain to the operation of the
Property, together with all 



 8
 






 



advertising materials,
booklets, keys and other items, if any, used in the operation of the
Property.  Seller makes no
representations regarding the existence or adequacy of such documents or items
for use in management or operation of the Property.  The foregoing shall not include the separate
books, records, correspondence and other documentation of Seller located at its
offices, nor shall it include any computer software or computer programs used
by the manager of the Property or Seller in connection with the Property, it
being understood and agreed that the foregoing items are not part of the “Property”
to be conveyed to Purchaser hereunder. 
After the Closing, Seller shall have the right to inspect the books and
records of the Property to verify that Purchaser is remitting to Seller all
amounts to be remitted to Seller according to the terms of this Agreement, and
for any other purpose related to Seller’s prior ownership of the Property, and
this provision shall survive Closing.


4.7           Preservation of
Right to Contest.  Seller reserves
the right to contest after Closing taxes and assessments with respect to the
Property for years prior to 2007 and interest or penalties pertaining thereto,
to the extent same are applicable to periods prior to Closing, and Seller shall
be entitled to any refunds made with respect to such contested taxes.  All taxes imposed because of a change of use
or ownership of the Property after or in connection with the Closing shall be
for the account of Purchaser, and Purchaser shall indemnify and hold Seller
harmless of, from and against any and all costs, damages, expenses, claims, or
liability arising from the imposition of any such taxes.  The provisions of this Section shall survive
the Closing.


4.8           Condition Precedent.  As a condition precedent to the Closing, the
Centex Lease (as hereinafter defined), subject to the Sublease Agreement dated
March 31, 2005 by and between Centex Homes, a Nevada general partnership, as
Sublessor, and Purchaser, as Sublessee, shall be in full force and effect
according to its terms.  If this
condition precedent is not met as of Closing, either party may terminate this
Agreement, whereupon Purchaser shall receive a refund of the Earnest Money and
neither party shall be liable one to the other, except for any obligations that
expressly survive the termination hereof.


ARTICLE V



REPRESENTATIONS, WARRANTIES, AND COVENANTS


5.1           Representations and
Warranties of Seller.  As of the
Effective Date, Seller represents and warrants to Purchaser as follows:


(a)           Seller has no actual
knowledge of any legal actions pending or threatened against the Property or
against Seller with respect to the Property.


(b)           Two (2) security
deposits are held by or on behalf of Seller (Fresh Market Deli has on file a
security deposit of Nine Hundred Eighty Dollars and 25/100 ($980.25), and
Medical Edge Healthcare Group, Inc. has on file a security deposit of Nineteen
Thousand One Hundred Sixty-Four Dollars ($19,164.00).


(c)           The Leases that are not
terminable by the Seller, as landlord, upon thirty (30) days’ prior written
notice are set forth on Schedule 5.1(c) attached hereto, and Seller, to
the best of Seller’s knowledge, has delivered a true and complete copy of the
Leases to Purchaser.


(d)           To the best of Seller’s
knowledge, (a) Seller has delivered or made available to Purchaser true and
complete copies of all Property Documents that are in Seller’s possession or
control and materially affect the ownership, use and operation of the Property,
and (b) such Property Documents are in full force and effect.



 9
 






 



(e)           To the best of Seller’s
knowledge, Seller has not received any written notice from any governmental
agency requiring the correction of any condition with respect to the Property,
or any part thereof, by reason of a material violation of any applicable
federal, state, county or municipal law, code, rule or regulation, which has
not been cured or waived.


(f)            To the best of Seller’s
knowledge, Seller has received no written notice from: (1) any tenant of the
Property claiming that Seller is currently in default in its material
obligations as landlord under such tenant’s Lease; or (2) any person claiming
that any tenant of the Property is currently in default in any material
obligation under its Lease.


(g)           The service contracts affecting the Property that are not
terminable by Seller upon thirty (30) days’ prior written notice are
set forth on Exhibit B-1 attached hereto (the “Contracts”), and Seller,
to the best of Seller’s knowledge, has delivered (or will deliver during
the Inspection Period) a true and complete copy of such Contracts to
Purchaser.  As of the Closing Date, there
will be no service contracts in effect with respect to the Premises except
for (i) the Contracts described on Exhibit B-1 attached
hereto; (ii) service contracts approved by Purchaser; and (iii) service
contracts that are terminable without penalty upon not more than thirty
(30) days’ prior written notice.


5.2           Covenants of Seller.  Seller hereby covenants as follows:


(a)           Between the Effective
Date and the Closing Date, Seller shall maintain the Property in its present
condition, ordinary wear and tear excepted;


(b)           Between the Effective
Date and the Closing Date, Seller shall maintain all casualty, liability and
hazard insurance currently in force with respect to the Property; and


(c)           Between the Effective
Date and the Closing Date, Seller shall lease, operate, manage and enter into
contracts with respect to the Property, in the same manner done by Seller prior
to the date hereof, maintaining present services and sufficient supplies and
equipment for the operation and maintenance of the Property in the same manner
as prior to the date hereof; provided, however, that Seller shall not enter
into any service contract that cannot be terminated within thirty (30) days
notice.


(d)           A copy of each Lease
presented to Seller between the Effective Date and the Closing Date for its
approval and execution will be submitted to Purchaser prior to execution by
Seller.  Purchaser agrees to notify
Seller in writing within ten (10) business days after its receipt of each such
Lease of either its approval or disapproval thereof, including all Tenant
Inducement Costs and leasing commissions to be incurred in connection
therewith.  In the event Purchaser
informs Seller that Purchaser does not approve any such Lease, which approval
shall not be unreasonably withheld, Seller shall have the option to cancel this
Agreement by written notice thereof to Purchaser within five (5) business days
after Seller’s receipt of written notice of Purchaser’s disapproval of any such
Lease, and upon refund and payment of the Earnest Money to Purchaser, neither
party shall have any further liability or obligation hereunder.  In the event Purchaser fails to notify Seller
in writing of its approval or disapproval of any such Lease within the five (5)
day time period for such purpose set forth above, such failure shall be deemed
the approval by Purchaser of such Lease. 
At Closing, Purchaser shall reimburse Seller for any Tenant Inducement
Costs or leasing commissions incurred by Seller pursuant to a new Lease
approved (or deemed approved) by Purchaser.


5.3           Actual Knowledge of
Seller.  All references in this
Agreement to the “actual knowledge” of Seller shall refer only to the actual
knowledge of the Designated Employee (as hereinafter defined) of the Dallas,
Texas office of Seller and shall not be construed to refer to the knowledge of
any other officer, agent or employee of Seller or any affiliate of Seller or to
impose upon such Designated Employee any 



 10
 






 



duty to investigate the matter
to which such actual knowledge, or the absence thereof, pertains.  As used herein, the term “Designated Employee”
shall refer to Sam Gillespie, an employee of Seller who has responsibility for
overseeing the management of the Property, among other assets of Seller.  In no event shall any Designated Employee
have any personal liability to Purchaser for any breach of any representation,
warranty or covenant made by Seller in this Agreement, and the provisions
contained in this Section 5.3 shall survive the Closing or the earlier
termination of this Agreement.


5.4           Tenant Estoppels.


(a)           Reference
is made to that certain Office Lease Agreement dated August 1, 2000 with Centex
Homes, a Nevada general partnership (“Centex”), as tenant, in respect of the
Property, as same may have been amended (the “Centex Lease”).  Seller shall request that Centex execute an
estoppel certificate in the form of Exhibit J-1 attached hereto with
respect to the Centex Lease.  For
purposes hereof, the term “Centex Homes Estoppel Certificate” shall refer to an
estoppel certificate executed by Centex in substantially the form of Exhibit
J-1attached hereto (or as otherwise approved by Purchaser) and dated not
earlier than the twentieth (20th)
day prior to the Closing Date.   Notwithstanding anything contained herein to the contrary, it
shall be a condition precedent (the “Centex Homes Estoppel Condition”) to the
obligation of Purchaser to consummate the transaction that is the subject of
this Agreement that Seller deliver to Purchaser the Centex Homes Estoppel
Certificate on or before the Closing Date; provided, however, that Purchaser
shall not unreasonably withhold its approval to non-material modifications by
Centex to the Centex Homes Estoppel Certificate.  In the event that Seller is unable to obtain
the Centex Homes Estoppel Certificate, Seller shall not be in default under
this Agreement; however, in such event Purchaser shall have the option either to (i)
waive receipt of the Centex Homes Estoppel Certificate, or (ii) terminate this Agreement as its sole
recourse, in which event the Earnest Money shall be returned to Purchaser.  Purchaser shall make its election pursuant to
the preceding sentence by sending written notice to Seller upon the earlier of
(A) five (5) days after receiving notice from Seller that Seller will be unable
to obtain the Centex Homes Estoppel Certificate, or (B) the date of Closing.  If Purchaser fails to send timely notice of
its election, Purchaser shall be deemed to have elected to terminate this
Agreement as its sole recourse and the Earnest Money shall be returned to
Purchaser.


(b)           Reference is made to
that certain Lease Agreement dated May 10, 2004 with Soonu J. Godiwalla d/b/a
Northpoint Fresh Market Deli (“Deli Tenant”), as tenant, in respect of the
Property, as same may have been amended (the “Fresh Market Deli Lease”).  Seller shall request that Deli Tenant execute
an estoppel certificate in the form of Exhibit J-2 attached hereto with
respect to the Deli Lease.  For purposes
hereof, the term “Fresh Market Deli Estoppel Certificate” shall refer to an
estoppel certificate executed by Deli Tenant in substantially the form of Exhibit
J-2 attached hereto dated prior to Closing; provided, however, that the
Fresh Markt Deli Estoppel Certificate shall not fail to qualify hereunder if
the Deli Tenant inserts or includes phrases such as “to Tenant’s knowledge” or “in
all material respects” or other similar knowledge or materiality
qualification(s) to any of the statements contained in the Fresh Market Deli
Estoppel Certificate.  If Seller is
unable to obtain the Fresh Market Deli Estoppel Certificate prior to Closing,
Seller may, at Seller’s option, deliver to Purchaser a certification from
Seller in the form of Exhibit K attached hereto with respect to the
Fresh Market Deli Lease (the “Seller Certification”).  In the event that Seller is unable to obtain
the Fresh Market Deli Estoppel Certificate and is unwilling to provide the
Seller Certification, then Purchaser
shall have the option either to (i) waive receipt of the Fresh Market
Deli Estoppel Certificate, or (ii) terminate this Agreement as its sole
recourse, in which event the Earnest Money shall be returned to Purchaser.  Purchaser shall make its election pursuant to
the preceding sentence by sending written notice to Seller upon the earlier of
(A) five (5) days after receiving notice from Seller that Seller will be unable
to obtain the Fresh Market Deli Estoppel Certificate, or (B) the date of Closing.  If Purchaser fails to send timely notice of
its election, Purchaser shall be deemed to have elected to terminate this
Agreement as its sole 



 11
 






 



recourse and the Earnest Money shall be
returned to Purchaser.  If Seller
elects to deliver the Seller Certification, the representations contained
therein shall be subject to the limitations set forth in Section 5.5 below.


5.5           Survival.  It is the intent of Purchaser and Seller that
the representations, warranties and covenants made by Seller in Section 5.1 of
this Agreement or in the Seller Certification, if any (the “Seller Reps”) shall
survive Closing for a period of one (1) year after the date of Closing.  Accordingly, Purchaser and Seller hereby
agree that, notwithstanding any provision of this Agreement or any provision of
law to the contrary, any action that may be brought under this Agreement by
Purchaser against Seller for breach of any Seller Rep shall be forever barred
unless Purchaser:  (a) delivers to Seller
no later than one (1) year after the date of Closing a written notice of its
claim setting forth in reasonable detail the factual basis for such claim and
Purchaser’s good faith estimate of its damages arising out of such claim; and
(b) files a complaint or petition against Seller alleging such claim in an
appropriate state or federal court in Dallas County, Texas, no later than two
(2) years after the date of Closing.  In
no event shall Seller be liable after the date of Closing for its breach of any
Seller Rep if such breach was actually known to Purchaser prior to Closing.


5.6           Modifications to
Seller’s Updated Certificate.  Seller
shall be allowed to make such modifications to Seller’s Updated Certificate as
may be necessary to cause same to be accurate. 
If such modifications disclose matters that (a) were not disclosed to
Purchaser prior to the expiration of the Inspection Period, and (b) have a
material, adverse effect on the value of the Property, then Seller shall not be
in default hereunder, but in such event Purchaser shall have the option either to (i) accept Seller’s Updated Certificate
as modified, or (ii) terminate
this Agreement as its sole recourse, in which event the Earnest Money shall be
returned to Purchaser.  Purchaser shall
make its election pursuant to the preceding sentence by sending written notice
to Seller upon the earlier of (A) five (5) days after receiving notice from
Seller of Seller’s modifications to Seller’s Updated Certificate, or (B) the date of Closing. If Purchaser
fails to send timely notice of its election, Purchaser shall be deemed to have
elected the option described in clause (ii) above.


ARTICLE VI



DEFAULT; REMEDIES


6.1           Default of Purchaser.  In the event Purchaser fails to perform its
obligations pursuant to this Agreement for any reason except failure by Seller
to perform hereunder or the permitted termination hereof by Purchaser or Seller
in accordance with the express provisions hereof, Seller shall be entitled, as
its sole remedy, to terminate this Agreement and recover the Earnest Money as
liquidated damages and not as a penalty, in full satisfaction of claims against
Purchaser hereunder.  Seller and
Purchaser agree that Seller’s damages resulting from Purchaser’s default are
difficult, if not impossible, to determine and that the Earnest Money is a fair
estimate of those damages which has been agreed to in an effort to cause the
amount of said damages to be certain.  In
the event of Purchaser’s default and notwithstanding anything in this
Section 6.1 to the contrary, Seller shall have all remedies available at
law or in equity in the event Purchaser or any party related to or affiliated
with Purchaser is asserting any claims or right to the Property that would
otherwise delay or prevent Seller from having clear, indefeasible and
marketable title to the Property.


6.2           Default of Seller.  In the event Seller fails to perform its
obligations pursuant to this Agreement for any reason except failure by
Purchaser to perform hereunder or the permitted termination hereof by Purchaser
or Seller in accordance with the express provisions hereof, Purchaser may
terminate this Agreement by giving Seller timely written notice of such
election prior to or at Closing, in which event
Purchaser shall be entitled to either (a) receive the return of the Earnest
Money (together with all 



 12
 






 



interest earned thereon), which return shall operate to terminate
this Agreement and release Seller from any and all liability hereunder, or (b)
enforce specific performance of Seller’s obligation to execute the documents
required to convey the Property to Purchaser, it being understood and agreed
that the remedy of specific performance shall not be available to enforce any
other obligation of Seller hereunder. 
Purchaser expressly waives its rights to seek damages in the event of
Seller’s default hereunder.  Purchaser
shall be deemed to have elected to terminate this Agreement and receive back
the Earnest Money (together with all interest earned thereon) if Purchaser fails to file suit for specific
performance against Seller in a court having jurisdiction in the county and
state in which the Property is located, on or before thirty (30) days following
the date upon which Closing was to have occurred.  The remedies set forth in this
Section 6.2 shall be the sole and exclusive remedies available to
Purchaser for Seller’s failure to close the transaction which is the subject of
this Agreement in accordance with the provisions of this Agreement.


6.3           Post-Closing
Remedies.  Notwithstanding the
provisions of Section 6.1 and Section 6.2 above, in the event that
after the termination of this Agreement or after Closing, as the case may be, a
party (the “Defaulting Party”) breaches an obligation hereunder which is
expressly stated herein to survive the termination of this Agreement or
Closing, as the case may be, the Defaulting Party shall be liable to the other
party (the “Non-Defaulting Party”) for the actual damages incurred by the
Non-Defaulting Party as a direct result of such breach.  In no event shall the Non-Defaulting Party be
entitled to recover from the Defaulting Party any punitive, consequential or
speculative damages.


ARTICLE VII



RISK OF LOSS


7.1           Minor Damage.  In the event of loss or damage to the
Property or any portion thereof (the “premises in question”) which is not “major”
(as hereinafter defined), this Agreement shall remain in full force and effect
provided Seller performs any necessary repairs or, at Seller’s option, reduces
the cash portion of the Purchase Price in an amount equal to the cost of such repairs,
Seller thereby retaining all of Seller’s right, title and interest to any
claims and proceeds Seller may have with respect to any casualty insurance
policies or condemnation awards relating to the premises in question.  In the event that Seller elects to perform
repairs upon the Property, Seller shall use reasonable efforts to complete such
repairs promptly and the date of Closing shall be extended a reasonable time in
order to allow for the completion of such repairs.


7.2           Major Damage.  In the event of a “major” loss or damage,
either Seller or Purchaser may terminate this Agreement by written notice to
the other party, in which event the Earnest Money shall be returned to
Purchaser.  If neither Seller nor
Purchaser elects to terminate this Agreement within ten (10) days after Seller
sends Purchaser written notice of the occurrence of major loss or damage, then
Seller and Purchaser shall be deemed to have elected to proceed with Closing,
in which event Seller shall, at Seller’s option, either (a) perform any
necessary repairs, or (b) assign to Purchaser all of Seller’s right, title
and interest to any claims and proceeds Seller may have with respect to any
casualty insurance policies or condemnation awards relating to the premises in
question.  In the event that Seller
elects to perform repairs upon the Property, Seller shall use reasonable
efforts to complete such repairs promptly and the date of Closing shall be
extended a reasonable time in order to allow for the completion of such
repairs.  Upon Closing, full risk of loss
with respect to the Property shall pass to Purchaser.  For purposes of Sections 7.1 and 7.2, “major”
loss or damage refers to the following: 
(i) loss or damage to the Property or any portion thereof such that the
cost of repairing or restoring the premises in question to a condition
substantially identical to that of the premises in question prior to the event
of damage would be, in the certified opinion of a mutually acceptable
architect, equal to or greater than ten percent (10%) of the 



 13
 






 



Purchase Price; and (ii) any
loss due to a condemnation which permanently and materially impairs the current
use of the Property.


7.3           Uniform Vendor and
Purchaser Risk Act Not Applicable. 
It is the express intent of the parties hereto that the provisions of
Section 7.1 and Section 7.2 govern the rights of the parties in the event of
damage to or condemnation of the Property and that the Uniform Vendor and
Purchaser Risk Act (Section 5.007 of the Texas Property Code) not apply to
this Agreement.


ARTICLE VIII



DISCLAIMERS AND WAIVERS


8.1           No Reliance on
Documents.  Except as expressly
stated herein, Seller makes no representation or warranty as to the truth,
accuracy or completeness of any materials, data or information delivered by
Seller to Purchaser in connection with the transaction contemplated hereby
(including specifically, without limitation, the Property Documents).  Purchaser acknowledges and agrees that all
materials, data and information delivered by Seller to Purchaser in connection
with the transaction contemplated hereby (including specifically, without
limitation, the Property Documents) are provided to Purchaser as a convenience
only and that any reliance on or use of such materials, data or information by
Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly
stated herein.


8.2           Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT
ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER’S WARRANTY OF TITLE
TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS,
VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PREMISES WITH
GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PREMISES
DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO
PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PREMISES.  PURCHASER ACKNOWLEDGES AND AGREES THAT UPON
CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT
THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED OTHERWISE IN THIS AGREEMENT. 
PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE
FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO
MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PREMISES, OR ANY REAL ESTATE
BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER
MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, UNLESS
SPECIFICALLY SET FORTH IN THIS AGREEMENT. 
PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL
CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PREMISES, INCLUDING BUT
NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER
DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE
EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY
HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY
SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY 



 14
 






 



OR ON BEHALF OF SELLER OR ITS
AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS
AGREEMENT.  UPON CLOSING, PURCHASER SHALL
ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO,
CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING,
SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF
ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY
TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL
CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL
LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PREMISES; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL
NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3 OF
THIS AGREEMENT.  PURCHASER AGREES THAT
SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER
ENVIRONMENTAL CONDITIONS ON THE PREMISES BE REQUIRED UNDER APPLICABLE LAW AFTER
THE DATE OF CLOSING DURING PURCHASER’S OWNERSHIP OF THE PROPERTY, SUCH
CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE
PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.


8.3           Waivers of Deceptive
Trade Practices Act.  Purchaser acknowledges
and agrees, on its own behalf and on behalf of its assigns and successors, that
the Texas Deceptive Trade Practices — Consumer Protection Act,
Subchapter E of Chapter 17 of the Texas Business and Commerce Code
(the “DTPA”), is not applicable to this transaction.  Accordingly, Purchaser’s rights and remedies
with respect to this transaction, and with respect to all acts or practices of
the other, past, present or future, in connection with this transaction, shall
be governed by legal principles other than the DTPA.  In furtherance thereof, Purchaser agrees as
follows:


(a)           Purchaser represents
that it is a business consumer and that it seeks to acquire by purchase or
lease the goods or services that are the subject of this Agreement for
commercial or business use.  Purchaser
further represents that it has knowledge and experience in financial and
business matters that enable it to evaluate the merits and risks of the
business transaction that is the subject of this Agreement.  Purchaser also represents that it is not in a
significantly disparate bargaining position in relation to Seller.


(b)           Purchaser represents
that it has been represented by legal counsel in seeking or acquiring the goods
or services that are the subject of this Agreement and that the transaction
contemplated by this Agreement does not involve the purchase or lease of a
family residence occupied or to be occupied as the residence of Purchaser.  Purchaser shall cause its legal counsel to
sign this Agreement in the space provided below for the purpose of complying
with Section 17.42(a)(3) of the DTPA.


(c)           Purchaser agrees, on
its own behalf and on behalf of its assigns and successors, that all of its
rights and remedies under the DTPA are WAIVED AND RELEASED, including
specifically, without limitation, all rights and remedies resulting from or
arising out of any and all acts or practices of Seller in connection with this
transaction, whether such acts or practices occur before or after 



 15
 






 



the execution of this
Agreement; provided, however, notwithstanding anything to the contrary herein,
in accordance with Section 17.42 of the DTPA, Purchaser does not waive Section
17.555 of the DTPA.


8.4           Effect and Survival
of Disclaimers.  Seller has informed
Purchaser that the compensation to be paid to Seller for the Property has been
decreased to take into account that the Property is being sold subject to the
provisions of this Article VIII. 
Seller and Purchaser agree that the provisions of this Article VIII
shall survive Closing.


ARTICLE IX


MISCELLANEOUS


9.1           Broker.  Seller and Purchaser represent each to the
other that each has had no dealings with any broker, finder or other party
concerning Purchaser’s purchase of the Property.  Seller and Purchaser each hereby agree to
indemnify and hold the other harmless from all loss, cost, damage or expense
(including reasonable attorney’s fees) incurred by the other as a result of any
claim arising out of the acts of the indemnifying party (or others on its
behalf) for a commission, finder’s fee or similar compensation made by any
broker, finder or any party who claims to have dealt with such party.  The foregoing representations and warranties
contained in this Section shall survive the Closing.  The Texas Real Estate License Act requires
written notice to Purchaser that it should have an attorney examine an abstract
of title to the property being purchased or obtain a title insurance
policy.  Notice to that effect is,
therefore, hereby given to Purchaser.


9.2           ERISA.  Purchaser represents that Purchaser is not an
employee benefit plan or a governmental plan or a party in interest of either
such a plan, and that the funds being used to acquire the Property are not plan
assets or subject to state laws regulating investments of and fiduciary
obligations with respect to a governmental plan.  As used herein, the terms “employee benefit
plan”, “party in interest”, “plan assets” and “governmental plan” shall have
the respective meanings assigned to such terms in ERISA, and the term “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, and
the regulations promulgated in connection therewith.  Upon the request of Seller, Purchaser shall
deliver to Seller at Closing a certificate stating that the foregoing
representations are true and correct and containing an agreement by Purchaser
to indemnify Seller against any inaccuracy in such representations.  The foregoing covenants shall survive
Closing.


9.3           Assignment.  Purchaser may not assign its rights under
this Agreement to anyone other than a Permitted Assignee (as hereinafter
defined) without first obtaining Seller’s written approval, which will not be
unreasonably withheld.  Subject to the
conditions set forth in this Section 9.3, Purchaser may assign its rights
under this Agreement to a Permitted Assignee without the prior written consent
of Seller.  In the event that Purchaser
desires to assign its rights under this Agreement to a Permitted Assignee,
Purchaser shall send written notice to Seller at least five (5) business days
prior to the effective date of such assignment stating the name and, if
applicable, the constituent persons or entities of the Permitted Assignee.  Such assignment shall not become effective
until such Permitted Assignee executes an instrument reasonably satisfactory to
Seller in form and substance whereby the Permitted Assignee expressly assumes
each of the obligations of Purchaser under this Agreement, including
specifically, without limitation, all obligations concerning the Earnest Money.  No assignment shall release or otherwise
relieve Purchaser from any obligations hereunder.  For purposes of this Section 9.3, the
term “Permitted Assignee” shall mean (a) a corporation in which Medical Edge
Healthcare Group, Inc. (or an Affiliate thereof) owns or controls a majority of
the stock entitled to vote for directors, (b) a general partnership in
which Medical Edge Healthcare Group, Inc. (or an Affiliate thereof) is a
general partner owning a majority of the total partnership interests therein,
or (c) a limited partnership in which Medical Edge Healthcare Group, Inc. (or
an Affiliate thereof) is the sole general partner.  An “Affiliate” shall 



 16
 






 



mean
with respect to Purchaser: (a) Purchaser’s partners, co-members and joint
venturers, (b) each corporation or other entity that is a parent or subsidiary
of Purchaser, (c) each corporation or other entity that is controlled by or
under common control of a parent of Purchaser, or (d) an entity that is
controlled by any one or more of the following persons:  a director, officer, employee or agent of
Purchaser or Joe Panter or Jim Wopnford. 
Notwithstanding anything to the contrary contained herein, Purchaser
shall not have the right to assign this Agreement to any assignee which, in the
reasonable judgment of Seller, will cause the transaction contemplated hereby
or any party thereto to violate the requirements of ERISA.  In order to enable Seller to make such
determination, Purchaser shall cause to be delivered to Seller such information
as is requested by Seller with respect to a proposed assignee and the
constituent persons or entities of any proposed assignee, including
specifically, without limitation, any pension or profit sharing plans related
thereto.


9.4           Confidentiality. The
information supplied to or made available to Purchaser by Seller pursuant to
this Agreement shall not be released or disclosed to any other parties unless
and until this transaction has closed without the prior written consent of
Seller.  Seller shall not withhold its consent
to disclosure of such information to Purchaser’s attorney or to any prospective
lender.  In the event that this
transaction is not closed for any reason, then (a) Purchaser shall refrain, and
shall cause its agents, representatives and accountants to refrain, from
disclosing all such information to any other party, (b) Purchaser shall
promptly return to Seller any statements, documents, schedules, exhibits or
other written information obtained from Seller in connection with this
Agreement or the transaction contemplated herein, and (c) notwithstanding
anything to the contrary contained elsewhere in this Agreement, the covenant
set forth in the foregoing clauses (a) and (b) shall survive any termination of
this Agreement.  It is understood and
agreed that, with respect to any provision of this Agreement which refers to
the termination of this Agreement and the return of the Earnest Money to
Purchaser, such Earnest Money shall not be returned to Purchaser unless and
until Purchaser has fulfilled its obligation to return to Seller the materials
described in clause (b) of the preceding sentence.  In the event of a breach or threatened breach
by Purchaser or its agents or representatives of this Section 9.4, Seller shall
be entitled to an injunction restraining Purchaser or its agents or representatives
from disclosing, in whole or in part, such confidential information.  Nothing herein shall be construed as
prohibiting Seller from pursuing any other available remedy at law or in equity
for such breach or threatened breach.


9.5           Notice.  All notices required or permitted hereunder
shall be in writing and shall be served on the parties at the following
address:


	
  If to Seller:

  	
   

  	
  Behringer Harvard Northpoint I LP

  
	
   

  	
   

  	
  Attention: Sam
  A. Gillespie

  
	
   

  	
   

  	
  15601 North
  Dallas Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Addison, Texas
  75001

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  Powell & Coleman, L.L.P.

  
	
   

  	
   

  	
  Attention:
  Patrick M. Arnold, Esq.

  
	
   

  	
   

  	
  8080 North
  Central Expressway, Suite 1380

  
	
   

  	
   

  	
  Dallas, Texas
  75206

  
	
   

  	
   

  	
   

  
	
  If to Purchaser:

  	
   

  	
  Medical Edge Healthcare Group, Inc.

  
	
   

  	
   

  	
  Attn: Carl D.
  Soderstrom

  
	
   

  	
   

  	
  9229 LBJ
  Freeway, Suite 250

  
	
   

  	
   

  	
  Dallas, Texas
  75243

  



 



 17
 






 



 


	
  With a copy to:

  	
   

  	
  Goins, Underkofler, Crawford & Langdon, L.L.P.

  
	
   

  	
   

  	
  Attn: John O.
  Langdon

  
	
   

  	
   

  	
  1201 Elm Street,
  Suite 4800

  
	
   

  	
   

  	
  Dallas, Texas
  75270

  



 


Any such notices shall be
either (a) sent by certified mail, return receipt requested, in which case
notice shall be deemed delivered upon deposit, postage prepaid in the U.S.
mail, or (b) sent by a nationally recognized overnight courier, in which case
it shall be deemed delivered one business day after deposit with such courier,
or (c) delivered by hand delivery, in which case it shall be deemed delivered
upon receipt.  The above addresses may be
changed by written notice to the other party; provided, however, that no notice
of a change of address shall be effective until actual receipt of such
notice.  Copies of notices are for
informational purposes only, and a failure to give or receive copies of any
notice shall not be deemed a failure to give notice.


9.6           Time of Essence.  Time is of the essence of this Agreement.


9.7           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


9.8           Captions.  The captions in this Agreement are inserted
for convenience of reference and in no way define, describe or limit the scope
or intent of this Agreement or any of the provisions hereof.


9.9           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns.


9.10         Entire Agreement;
Modifications.  This Agreement
contains the entire agreement between the parties relating to the transactions
contemplated hereby and all prior or contemporaneous agreements,
understandings, representations or statements, oral or written, are superseded
hereby.  No waiver, modification
amendment, discharge or change of this Agreement shall be valid unless the same
is in writing and signed by the party against which the enforcement of such
modification, waiver, amendment discharge or change is sought.


9.11         Partial Invalidity.  Any provision of this Agreement which is
unenforceable or invalid or the inclusion of which would affect the validity,
legality or enforcement of this Agreement shall be of no effect, but all the
remaining provisions of this Agreement shall remain in full force and effect.


9.12         Discharge of
Obligations.  Except as otherwise
expressly provided herein, the acceptance of the Deed by Purchaser at Closing
shall be deemed to be a full performance and discharge of every representation,
warranty and covenant made by Seller herein and every agreement and obligation
on the part of Seller to be performed pursuant to the provisions hereof, and
such representations, warranties and covenants shall be deemed to merge into
the documents delivered at Closing. The
preceding sentence shall not be construed to be applicable to any
representation, warranty or covenant made by Seller in any documents executed
by Seller at Closing, it being agreed that there shall be no merger of the
representations, warranties and covenants set forth in the documents
executed by Seller at Closing.


9.13         Assignment of Third
Party Claims.  In consideration of
the covenants contained herein and payment by Purchaser of the Purchase Price,
Seller shall be deemed to have conveyed to Purchaser at Closing Seller’s
interest in any claims and causes of action Seller may have against third
parties (other than Purchaser or any tenant of the Property) arising out of
Seller’s acquisition or ownership of the Property.  Purchaser hereby agrees to indemnify, defend
and hold harmless Seller from and against any and all claims, demands, losses,
damages of any kind, and causes of action Seller may suffer as a result of 



 18
 






 



actions taken by Purchaser with
regard to third party claims and causes of action assigned to Purchaser
pursuant to the preceding sentence.


9.14         No Third Party Rights.  Nothing in this Agreement, express or
implied, is intended to confer upon any person, other than the parties hereto
and their respective successors and assigns, any rights or remedies under or by
reason of this Agreement.


9.15         Further Assurances.  Both Seller and Purchaser agree that it will
without further consideration execute and deliver such other documents and take
such other action, whether prior or subsequent to Closing, as may be reasonably
requested by the other party to consummate more effectively the transactions
contemplated hereby.


9.16         Construction.  The parties acknowledge that the parties and
their counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.


9.17         Calculation of Time
Periods.  Unless otherwise specified, in computing any period of
time described in this Agreement, the day of the act or event after which the
designated period of time begins to run is not to be included and the last day
of the period so computed is to be included, unless such last day is a
Saturday, Sunday or legal holiday under the laws of the State of Texas, in
which event the period shall run until the end of the next day which is neither
a Saturday, Sunday or legal holiday.  The
final day of any such period shall be deemed to end at 5 p.m., Dallas,
Texas time.


9.18         Applicable Law.  THIS AGREEMENT IS PERFORMABLE IN DALLAS
COUNTY, TEXAS, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS
OF THE STATE OF TEXAS.  PURCHASER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING
IN DALLAS COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE OR FEDERAL
COURT SITTING IN DALLAS COUNTY, TEXAS. 
IF EITHER PARTY SHALL EMPLOY AN ATTORNEY TO ENFORCE OR DEFINE THE RIGHTS
OF SUCH PARTY HEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM
THE NONPREVAILING PARTY ALL OF ITS REASONABLE EXPENSES, INCLUDING REASONABLE
ATTORNEYS’ FEES.  PURCHASER AND SELLER
AGREE THAT THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.


9.19         Municipal Utility
District Notices.  Purchaser agrees
that if the Property or any portion thereof is located in a municipal utility
district, Purchaser will, within five (5) days after request by Seller, execute
any and all notices which, in the opinion of counsel for Seller, are required
by law to be given to Purchaser with respect to the Property.


9.20         Exhibits and Schedules.  The following schedules or exhibits attached
hereto (herein sometimes being referred to as “Exhibit”) shall be deemed to be
an integral part of this Agreement:


	
  A

  	
   

  	
  Legal Description

  
	
  B

  	
   

  	
  Property Documents

  
	
  B-1

  	
   

  	
  Contracts

  



 



 19
 






 



 


	
  C

  	
   

  	
  Special Warranty Deed

  
	
  D

  	
   

  	
  Bill of Sale

  
	
  E

  	
   

  	
  Assignment of Leases and Security Deposits

  
	
  F

  	
   

  	
  Assignment and Assumption of Intangible Property and
  Other Rights

  
	
  G

  	
   

  	
  Tenant Notice Letters

  
	
  H

  	
   

  	
  FIRPTA Affidavit

  
	
  I

  	
   

  	
  Agreement Regarding Disclaimers

  
	
  J-1

  	
   

  	
  Centex Homes Estoppel Certificate

  
	
  J-2

  	
   

  	
  Fresh Market Deli Estoppel Certificate

  
	
  K

  	
   

  	
  Seller Certificate

  
	
  L

  	
   

  	
  Certificate (regarding Seller Reps)

  
	
  Schedule 5.1(c)

  	
   

  	
  Leases

  



 


9.21         Tender of Offer.  Upon execution of this Agreement by Purchaser
and delivery of same to Seller, this Agreement shall constitute an offer which
has been submitted by Purchaser to Seller for Seller’s approval.  By executing this Agreement and submitting
same to Seller, Purchaser acknowledges and agrees as follows:  (a) this Agreement may be approved or
disapproved by Seller in its sole and unfettered discretion, with Seller having
the right to disapprove this Agreement for any reason whatsoever, and (b)
Seller’s approval of this Agreement shall be evidenced only by Seller’s
execution of this Agreement and delivery of a counterpart hereof executed by
both Seller and Purchaser to the Title Company. 
Purchaser acknowledges that Purchaser has not, will not and cannot rely
upon any other statement or action of Seller or its representatives as evidence
of Seller’s approval of this Agreement.


9.22         Effective Date.  The offer by Purchaser herein contained shall
automatically be withdrawn and become of no force or effect unless this
Agreement is executed by Seller and delivered to the Title Company on or before
5 p.m., Dallas, Texas time on the date that is ten (10) days after
Purchaser executes this Agreement and delivers same to Seller.  The “Effective Date” of this Agreement shall
be the date of delivery to the Title Company of a fully executed counterpart of
this Agreement, as evidenced by the Title Company’s notation in the space set
forth below.


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.


	
  

  	
  SELLER:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  BEHRINGER HARVARD NORTHPOINT I LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC

  
	
   

  	
   

  	
  a Texas limited
  liability company,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 



 20
 






 



 


	
  

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  MEDICAL EDGE
  HEALTHCARE GROUP, INC.,

  
	
   

  	
  a Texas
  corporation

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Carl D.
  Soderstrom,

  
	
   

  	
   

  	
  Chief Executive
  Officer

  
						



 



 21
 






 



 


ACKNOWLEDGMENT
BY TITLE COMPANY


The Title Company hereby
acknowledges receipt of (a) a counterpart of this Agreement executed by Seller
and Purchaser on the           
day of November, 2006 (the “Effective Date”), and (b) Earnest Money from
Purchaser in the amount of Fifty Thousand Dollars ($50,000.00) on the      
day of October, 2006.


	
  

  	
  REPUBLIC TITLE OF TEXAS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 22














 


EXHIBIT A



LEGAL DESCRIPTION


TRACT I


BEING a 5.081 acre
tract of land situated in the J. D. Hamilton Survey, Abstract
Number 647, in the City of Dallas, Dallas County, Texas and being all of
LOT 1, BLOCK M/8416 of NORTHPOINT BUSINESS CAMPUS, an addition to the City of
Dallas according to the plat recorded in Volume 76163, Page 0562 of
the Deed Records of Dallas County, Texas (DRDCT) and being more particularly
described as follows:


BEGINNING at a
concrete monument found at the point of intersection of the northerly
right-of-way line of Interstate Highway Number 635 (LBJ Freeway) (a
variable width right-of-way) with the easterly right-of-way line of Greenville
Avenue (a variable width right-of-way) and being the westerly corner of said
Lot 1;


THENCE along the
easterly right-of-way line of said Greenville Avenue as follows:


NORTH 22°20’30”
EAST a distance of 249.99 feet to a 5/8 inch iron rod set for corner;


NORTH 67°39’30”
WEST a distance of 20.00 feet to a 5/8 inch iron rod set for corner;


NORTH 22°20’30”
EAST a distance of 25.01 feet to a 5/8 inch iron rod set for the southwest
corner of Lot 4, Block M/8416 of Third Section Northpoint Business Campus,
an addition to the City of Dallas according to the plat recorded in
Volume 78060, Page 1029 (DRDCT);


THENCE departing
the easterly right-of-way line of said Greenville Avenue and following the
southerly line of said Lot 4 and the northerly line of said Lot 1 as
follows:


SOUTH 67°39’30”
EAST a distance of 309.99 feet to a 5/8 inch iron rod set for corner;


SOUTH 89°58’00”
EAST a distance of 99.12 feet to a 5/8 inch iron rod set for the southeast
corner of said Lot 4 and being the northerly northeast corner of said
Lot 1 and being located in the westerly line of Common Green #1,
Block M/8416 of said Third Section Northpoint Business Campus;


THENCE along the
easterly line of said Lot 1 and the westerly and southerly line of said
Common Green #1 as follows:


SOUTH 00°02’00”
WEST a distance of 146.90 feet to a 5/8 inch iron rod set for corner;


SOUTH 89°58’00”
EAST a distance of 153.38 feet to a 5/8 inch iron rod set for the easterly
northeast corner of said Lot 1 and being the northwest corner of
Lot 2, Block M/8416 of Second Section Northpoint Business Campus, an
addition to the City of Dallas according to the plat recorded in
Volume 77132, Page 0031 (DRDCT);


THENCE departing
the southerly line of said Common Green #1, and following the easterly
line of said Lot 1 and the westerly line of said Lot 2 SOUTH 00°20’00”WEST a
distance of 329.00 feet to a 5/8 inch iron rod set for the southeast corner of
said Lot 1 and being the southwest corner of said Lot 2;



 A-1
 






 



THENCE NORTH 89°58’00”
WEST along the southerly line of said Lot 1 a distance of 229.00 feet to a 3⁄4
inch iron rod found for the southerly southwest corner of said Lot 1 and
being located in the northeasterly right-of-way line of said Interstate
Highway 635 (LBJ Freeway);


THENCE along the
northeasterly right-of-way line of said Interstate Highway 635 (LBJ
Freeway) as follows:


NORTH 48°43’30”
WEST a distance of 247.57 feet to a concrete monument with brass cap found for
corner;


NORTH 51°15’00”
WEST a distance of 269.17 feet to the POINT OF BEGINNING;


CONTAINING within
these metes and bounds 5.081 acres of 221,322 square feet of land, more or
less.


TRACT II


That certain
perpetual easement interest and estate appurtenant to Tract I and all
rights and privileges in connection therewith, created in Reciprocal Easement
Agreement With Covenants and Restrictions dated December 2, 2002, executed
by and among Northpoint Office Partners, L.P., Two Northpoint Office Partners,
L.P., and Texas Health Choice, L.C., recorded in Volume 2002235,
Page 07795, Deed Records, Dallas County, Texas, covering Lot 3,
Lot 4 and Common Green #1, Block M, City Block 8416 of the
Third Section of Northpoint Business Campus, an addition to the City of Dallas,
Texas, according to the Plat recorded in Volume 78060, Page 1029, Map
Records, Dallas County, Texas.



 A-2














 


EXHIBIT B



PROPERTY DOCUMENTS


1.             Copies of all Leases, including any
and all modifications or amendments thereto.


2.             A rent roll for the Property for
the month in which this Agreement is executed, or if not yet available, the
most recently available month, in the form customarily prepared for Seller by
the current manager of the Property.


3.             Copies of all vendor and service
contracts which are currently in effect with respect to the Property,
including, but not limited to, all agreements for the provision of janitorial,
maintenance, trash removal, landscaping and security services, to the extent in
Seller’s possession.


4.             Copies of all leasing commission
agreements with respect to the Property to which Seller is a party.


5.             Operating statements for the Property
for the most recent twelve (12) months (or the period of Seller’s ownership of
the Property, if less) in the format customarily prepared for Seller by the
current manager of the Property.


6.             An inventory of the Personal
Property, if any, to be conveyed to Purchaser at Closing.


7.             Copies of the ad valorem and
personal property tax statements covering the Property for the current tax year
(if available) and for the previous two (2) years (or the period of Seller’s
ownership of the Property, if less).


8.             All Governmental licenses and
permits issued with respect to the Property to the extent in Seller’s
possession, including specifically, without limitation, building permits,
certificates of occupancy, and special or conditional use permits in Seller’s
possession.


9.             Plans and specifications for the
Improvements, to the extent in Seller’s possession.


10.           Copies of all guaranties and
warranties covering the Property, to the extent in Seller’s possession.


11.           Any environmental, soil, or
engineering reports prepared with respect to the Property which are in Seller’s
possession.



 B-1
 






 



EXHIBIT B-1


CONTRACTS


	
  1.

  	
  Angiel Electrical

  
	
  2.

  	
  Dallas Security System

  
	
  3.

  	
  Duncan Disposal, Inc.

  
	
  4.

  	
  Fikes Services, Inc.

  
	
  5.

  	
  Garratt Callahan

  
	
  6.

  	
  Merchants & Indust Security

  
	
  7.

  	
  Metheny Landscape

  
	
  8.

  	
  Mister Sweeper

  
	
  9.

  	
  MitecNet Dallas

  
	
  10.

  	
  MitecNet Dallas

  
	
  11.

  	
  Noble Resources

  
	
  12.

  	
  Reliant Energy

  
	
  13.

  	
  Restorx of Texas

  
	
  14.

  	
  Spaeth Industries

  
	
  15.

  	
  Skyline Building Svcs.

  
	
  16.

  	
  United Building Maintenance

  
	
  17.

  	
  United Elevator Comp.

  



 



 B-2














 


EXHIBIT
C



SPECIAL WARRANTY DEED


	
  THE STATE OF TEXAS

  	
   

  	
  §

  	
   

  
	
   

  	
   

  	
  §

  	
  KNOW ALL MEN BY THESE PRESENTS:

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  	
   

  



 


THAT BEHRINGER HARVARD NORTHPOINT LP, a Texas limited
partnership (hereinafter referred to as “Grantor”), for and in consideration of
the sum of Ten Dollars ($10.00) and other good and valuable consideration to it
in hand paid by MEDICAL EDGE HEALTHCARE GROUP, INC., a Texas corporation
(hereinafter referred to as “Grantee”), whose mailing address is                     ,
the receipt and sufficiency of which consideration are hereby acknowledged, has
GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT,
BARGAIN, SELL and CONVEY, unto Grantee all of the real property situated in
Dallas County, Texas, described on Exhibit A attached hereto and
made a part hereof for all purposes, together with all and singular the rights,
benefits, privileges, easements, tenements, hereditaments and appurtenances
thereon or in anywise appertaining thereto, and together with all improvements
situated thereon and any right, title and interest of Grantor in and to
adjacent streets, alleys and rights-of-way (said land, rights, benefits,
privileges, easements, tenements, hereditaments, appurtenances, improvements
and interests being hereinafter referred to collectively as the “Property”).


This conveyance is made subject to the following: (a)
the matters set forth on Exhibit B attached hereto and made a part
hereof for all purposes; and (b) shortages in area, encroachments, overlapping
of improvements, and all matters affecting the Property that are visible or
would be revealed by a survey thereof (collectively, the “Permitted
Exceptions”).


TO HAVE AND TO HOLD the Property, subject to the
Permitted Exceptions, as aforesaid, unto Grantee, its successors and assigns,
forever; and Grantor does hereby bind itself and its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to
claim the same, or any part thereof, by, through or under Grantor, but not
otherwise.


By acceptance of this Special Warranty Deed, Grantee
assumes payment of all property taxes on the Property for the year 2006 and
subsequent years.


IN WITNESS WHEREOF, this Special Warranty Deed has been executed by
Grantor to be effective as of the       day of          ,
20     .


	
   

  	
  BEHRINGER HARVARD NORTHPOINT
  I LP,

  
	
   

  	
  a Texas limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC

  
	
   

  	
   

  	
  a Texas limited
  liability company,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 C-1
 






 



 


	
  THE STATE OF TEXAS

  	
   

  	
  §

  	
   

  	
   

  
	
   

  	
   

  	
  §

  	
   

  	
   

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  	
   

  	
   

  



 


This instrument was
acknowledged before me on the       day of                     ,
20     , by                         ,
           of Behringer
Harvard Northpoint I GP, LLC, a Texas limited liability company, the General
Partner of Behringer Harvard Northpoint I LP, a Texas limited partnership, on
behalf of said limited partnership.


	
   

  	
   

  
	
  

  	
  Notary Public

  



 



 C-2














 


EXHIBIT
D



BILL OF SALE


Seller, BEHRINGER HARVARD NORTHPOINT I LP, a Texas
limited partnership (“Seller”), having its principal place of business at
Dallas, Texas, in consideration of Ten and No/100 Dollars ($10.00), receipt of
which is hereby acknowledged, does hereby sell, assign, transfer and set over
to MEDICAL EDGE HEALTHCARE GROUP, INC., a Texas corporation (“Purchaser”), the
following described personal property, to-wit:


All of the furniture, fixtures, equipment, machines,
apparatus, supplies and personal property, of every nature and description, and
all replacements thereof now owned by Seller and located in or on the real
estate described on Exhibit A attached hereto and made a part hereof,
excepting therefrom any furniture, furnishings, fixtures, business equipment or
articles of personal property belonging to tenants occupying the improvements
situated on said real estate, or otherwise excluded pursuant to Tenant Estoppel
Certificates executed by such tenants in connection with the sale and purchase
of the real property and improvements thereon described in that certain
Purchase Agreement between Seller and Purchaser dated           ,
20     .


SELLER MAKES NO WARRANTY OF MERCHANTABILITY, QUALITY
OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE FOREGOING PROPERTY, AND
THE SAME IS SOLD IN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS.  BY EXECUTION OF THIS BILL OF SALE, PURCHASER
AFFIRMS THAT IT HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR
FURNISH THE FOREGOING PROPERTY FOR ANY PARTICULAR PURPOSE, THAT SELLER MAKES NO
WARRANTY OR MERCHANTABILITY, QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE,
AND THAT THE FOREGOING PROPERTY IS BEING SOLD TO PURCHASER WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY.


IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be signed
and sealed in its name by its officers thereunto duly authorized this      
day of           , 20     .


	
   

  	
  BEHRINGER HARVARD NORTHPOINT I LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 D-1
 






 



 


	
  THE STATE OF TEXAS

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  



 


This instrument
was acknowledged before me on the       day of                     ,
20     , by                         ,
           of Behringer
Harvard Northpoint I GP, LLC, a Texas limited liability company, the General
Partner of Behringer Harvard Northpoint I LP, a Texas limited partnership, on
behalf of said limited partnership.


	
  

  	
   

  
	
   

  	
  Notary Public

  



 



 D-2














 


EXHIBIT E



ASSIGNMENT OF LEASES AND SECURITY DEPOSITS


	
  THE STATE OF TEXAS

  	
   

  	
  §

  	
   

  
	
   

  	
   

  	
  §

  	
  KNOW ALL MEN BY THESE PRESENTS:

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  	
   

  



 


BEHRINGER HARVARD
NORTHPOINT I LP, a Texas limited partnership (“Assignor”), in consideration of
the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and
valuable consideration, the receipt of which is hereby acknowledged, hereby
assigns, transfers, sets over and conveys to MEDICAL EDGE HEALTHCARE GROUP,
INC., a Texas corporation (“Assignee”), all of Assignor’s right, title and
interest in and to all leases, including any and all security deposits made by
tenants pursuant to said leases, in effect at the real property in Dallas
County, Texas more particularly described on Exhibit A attached hereto (“Existing
Leases”); provided, however, that Assignor reserves and retains for itself any
and all claims and causes of action that have accrued to Assignor under
Existing Leases prior to the effective date of this Assignment of Leases and
Security Deposits.  Assignor agrees to
defend, indemnify and hold harmless Assignee from Assignor’s failure to
fulfill, perform and discharge all of the various commitments, obligations and
liabilities of Assignor under and by virtue of the Existing Leases assigned
hereunder arising prior to the effective date hereof, except with respect to
that certain Office Lease Agreement dated as of September 19, 2000, originally
executed between Texas Health Choice, LC, as landlord, and Medical Edge
Healthcare Group, Inc., as Tenant, as same may have been amended (the “Medical
Edge Lease”) .


IN WITNESS WHEREOF,
Assignor has executed this Assignment to be effective as of the      
day of          , 20     .


	
  

  	
  ASSIGNOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD NORTHPOINT I LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 E-1
 






 



 


	
  THE STATE OF TEXAS

  	
   

  	
  §

  	
   

  
	
   

  	
   

  	
  §

  	
   

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  	
   

  



 


This
instrument was acknowledged before me on the       day
of                     ,
20     , by                         ,
           of Behringer
Harvard Northpoint I GP, LLC, a Texas limited liability company, the General
Partner of Behringer Harvard Northpoint I LP, a Texas limited partnership, on
behalf of said limited partnership.


	
  

  	
   

  
	
   

  	
  Notary Public

  



 



 E-2
 






 



ACCEPTANCE


Assignee hereby accepts
the foregoing Assignment of Leases and Security Deposits and agrees to assume,
fulfill, perform and discharge all the various commitments, obligations and
liabilities of Assignor under and by virtue of the Existing Leases hereby
assigned, which arise on or after the effective date hereof, including the return
of security deposits, and does hereby agree to defend, indemnify and hold
harmless Assignor from any liability, damages, causes of action, expenses and
attorneys’ fees incurred by Assignor by reason of the failure of Assignee from
and after the effective date hereof to fulfill, perform and discharge all of
the various commitments, obligations and liabilities of Assignor under and by
virtue of the Existing Leases assigned hereunder, including the return of
security deposits, which arise on or after the effective date hereof.  Notwithstanding the preceding sentence, with
respect to the Medical Edge Lease, Assignee agrees (a) to assume, fulfill,
perform and discharge all the various commitments, obligations and liabilities
of Assignor under such Medical Edge Lease regardless of whether same accrue
before or after the date hereof, and (b) to defend, indemnify and hold harmless
Assignor from any liability, damages, causes of action, expenses and attorneys’
fees incurred by Assignor by reason of the failure of Assignee to fulfill,
perform and discharge all of the various commitments, obligations and
liabilities of Assignor under and by virtue of the Medical Edge, whether
accruing before or after the date hereof.


IN WITNESS
WHEREOF, this Acceptance has been executed to be effective as of the      
day of           , 20     .


	
  

  	
  ASSIGNEE

  
	
   

  	
   

  
	
   

  	
  MEDICAL EDGE HEALTHCARE GROUP, INC.,

  
	
   

  	
  a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  THE STATE OF TEXAS

  	
   

  	
  §

  	
   

  
	
   

  	
   

  	
  §

  	
   

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  	
   

  



 


This
instrument was acknowledged before me on the       day
of           , 20     ,
by           ,           
of           , a                     ,
on behalf of said           .


	
  

  	
   

  
	
   

  	
  Notary Public

  



 



 E-3














 


EXHIBIT F



ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY

AND OTHER RIGHTS


	
  THE STATE OF TEXAS

  	
   

  	
  §

  	
   

  	
   

  
	
   

  	
   

  	
  §

  	
  KNOW ALL MEN BY THESE PRESENTS:

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  	
   

  	
   

  



 


FOR VALUE RECEIVED,
BEHRINGER HARVARD NORTHPOINT I LP, a Texas limited partnership (“Assignor”)
hereby conveys, assigns, transfers, and sets over unto MEDICAL EDGE HEALTHCARE
GROUP, INC., a Texas corporation (“Assignee”), all the right, title and
interest of Assignor in and to any and all intangible property owned by Assignor
and used in connection with the real estate described on Exhibit A
attached hereto and made a part hereof, and the buildings and improvements
located thereon (“Property”), including without limitation, the right, if any,
to use the name Northpoint Office Building” (specifically excluding, however
the name “Behringer Harvard”, any derivative thereof or any name which includes
the name “Behringer Harvard’ or any derivative thereof), all plans and
specifications in the possession of Assignor which were prepared in connection
with any of the Property, all assignable licenses, permits and warranties now
in effect with respect to the Property, all assignable written contracts and
commitments as set forth on Exhibit B attached hereto and made a part
hereof (the “Contracts”), but excluding cash on hand and in bank and escrow
accounts, and further excluding any furniture, furnishings, fixtures, business
equipment or articles of personal property belonging to tenants occupying the
Property or otherwise excluded pursuant to Tenant Estoppel Certificates
executed by such tenants in accordance with that certain Purchase Agreement
between Assignor, as seller, and Assignee, as purchaser, dated                     ,
for the sale and purchase of the Property.


Assignor agrees to
defend, indemnify and hold harmless Assignee from Assignor’s failure to
fulfill, perform and discharge all of the various commitments, obligations and
liabilities of Assignor under and by virtue of the Contracts assigned hereunder
arising prior to the effective date hereof.


This Assignment shall be
binding upon and shall inure to the benefit of Assignor, Assignee and their
respective successors and assigns.


IN WITNESS
WHEREOF, Assignor has executed this Assignment and Assumption of Intangible
Property and Other Rights to be effective as of the      
day of           , 20     .


	
   

  	
  BEHRINGER HARVARD NORTHPOINT I LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 F-1
 






 



ACCEPTANCE


Assignee hereby accepts
the foregoing Assignment and Assumption of Intangible Property and Other Rights
and agrees to become responsible for and assume, fulfill, perform, discharge
and observe all obligations, covenants, conditions and provisions accruing or
arising from and after the date hereof with respect to the above-described
property, and does hereby agree to defend, indemnify and hold harmless Assignor
from any liability, damages, causes of action, expenses and attorneys’ fees
incurred by Assignor by reason of the failure of the undersigned from and after
the date hereof to fulfill, perform, discharge and observe all of the various
obligations, covenants, conditions and provisions with respect to the
above-described property.


IN
WITNESS WHEREOF, this Acceptance has been executed by Assignee to be effective
as of the       day of                     ,
20     .


	
   

  	
  MEDICAL EDGE HEALTHCARE GROUP, INC.,

  
	
   

  	
  a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 F-2














 


EXHIBIT G



NOTICE OF PURCHASE AND LEASE ASSIGNMENT TO TENANTS


          ,
20     


[Name and Address
of Tenant]


Re:  Sale of           


Gentlemen:


Please be advised that
Medical Edge Healthcare Group, Inc., a Texas corporation (“Purchaser”) has
purchased the captioned property, in which you occupy space as a tenant
pursuant to a lease dated           
     , 20      (the “Lease”),
from Behringer Harvard Northpoint I LP, a Texas limited partnership (“Behringer
Harvard”), the previous owner thereof. 
In connection with such purchase, Behringer Harvard has assigned its
interest as landlord in the Lease to Purchaser and has transferred your
security deposit in the amount of $          
(the “Security Deposit”) to Purchaser. 
Purchaser specifically acknowledges the receipt of and responsibility
for the Security Deposit, the intent of Purchaser and Behringer Harvard being
to relieve Behringer Harvard of any liability for the return of the Security
Deposit.


All rental and other
payments that become due subsequent to the date hereof should be payable to                     
and should be addressed as follows:


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


In addition, all notices
from you to the landlord concerning any matter relating to your tenancy should
be sent to                     
at the address above.


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



 G-1
 






 



 


	
  

  	
  BEHRINGER HARVARD NORTHPOINT I LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC

  
	
   

  	
   

  	
  a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 G-2














 


EXHIBIT H



FIRPTA AFFIDAVIT


	
  THE STATE OF TEXAS

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  



 


Section 1445 of the
Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person.  To inform Medical Edge Healthcare Group,
Inc., a Texas corporation (Transferee”), that withholding of tax is not
required upon the disposition of a U.S. real property interest by Behringer
Harvard Northpoint I LP, a Texas limited partnership (“Transferor”), the
undersigned hereby certifies as follows:


1.             Transferor is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations);


2.             Transferor’s U.S. 
employer identification number is: 
#71-0897613;


3.             Transferor’s office address is 15601 North Dallas
Parkway, Suite 600, Addison, Texas 75001.


Transferor understands
that this certification may be disclosed to the Internal Revenue Service by the
Transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.


Under penalties of
perjury, the undersigned, in the capacity set forth below, hereby declares that
he has examined this certification and to the best of his knowledge and belief
it is true, correct, and complete, and the undersigned further declares that he
has authority to sign this document in such capacity.


EXECUTED to be
effective as of the       day of           ,
20     .


	
  

  	
  BEHRINGER HARVARD NORTHPOINT I LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC

  
	
   

  	
   

  	
  a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 H-1
 






 



 


	
  THE STATE OF TEXAS

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
   

  	
  §

  



 


This
instrument was acknowledged before me on the       day
of                     ,
20     , by                         ,
           of Behringer
Harvard Northpoint I GP, LLC, a Texas limited liability company, the General
Partner of Behringer Harvard Northpoint I LP, a Texas limited partnership, on
behalf of said limited partnership.


	
  

  	
   

  
	
   

  	
  Notary Public

  



 



 H-2














 


EXHIBIT I



AGREEMENT REGARDING DISCLAIMERS


This Agreement Regarding
Disclaimers (this “Agreement”) is made to be effective as of the      
day of                     ,
20     , by Medical Edge Healthcare Group, Inc., a
Texas corporation (“Purchaser”), for the benefit of Behringer Harvard
Northpoint I LP, a Texas limited partnership (“Seller”).


RECITALS


A.            Seller and Purchaser
executed that certain Purchase Agreement (herein so called) dated to be
effective as of                             
regarding the sale and purchase of certain property more specifically described
therein (the “Property”).


B.            The Purchase Agreement
requires that at Closing (as defined in the Purchase Agreement) Purchaser and
its counsel shall execute this Agreement;


NOW THEREFORE, Purchaser
does hereby confirm and agree as follows:


1.             No Reliance.  Purchaser acknowledges and agrees that
Purchaser has had ample opportunity to review documents concerning the Property
and to conduct physical inspections of the Property, including specifically,
without limitation, inspections regarding the environmental condition of the
Property, the structural condition of the Property, and the compliance of the
Property with the Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et
seq.  Purchaser hereby represents,
warrants and agrees that (a) Purchaser has examined the Property and is
familiar with the physical condition thereof and has conducted such
investigations of the Property (including without limitation the environmental
condition thereof) as Purchaser has deemed necessary to satisfy itself as to
the condition of the Property and the existence or nonexistence, or curative
action to be taken with respect to, any hazardous or toxic substances on or
discharged from the Property, (b) except as expressly set forth in Section 5.1
of the Purchase Agreement and in any document executed by Seller at the
Closing, neither Seller nor Broker (as defined in the Purchase Agreement), nor
any affiliate, agent, officer, employee or representative of any of the foregoing
has made any verbal or written representations, warranties, promises or
guarantees whatsoever to Purchaser, express or implied, and in particular, that
no such representations, warranties, guarantees or promises have been made with
respect to the physical condition, operation, or any other matter or thing
affecting or related to the Property or the offering or sale of the Property,
and (c) except as expressly set forth in Section 5.1 of the Purchase Agreement
and in any document executed by Seller at the Closing, Purchaser has not relied
upon any representations, warranties, guarantees or promises or upon any
statements made or any information provided concerning the Property provided or
made by Seller or Broker, or their respective agents and representatives, and
Purchaser has elected to purchase the Property after having made and relied
solely on its own independent investigation, inspection, analysis, appraisal
and evaluation of the Property and the facts and circumstances related thereto.  Without limiting the generality of the
foregoing, Purchaser acknowledges and agrees that, except as expressly set
forth in Section 5.1 of the Purchase Agreement and in any document executed by
Seller at the Closing, neither Seller nor Broker has any obligation to disclose
to Purchaser, and shall have no liability for its failure to disclose to
Purchaser, any information known to it relating to the Property.  Purchaser acknowledges and agrees that,
except as expressly set forth in Section 5.1 of the Purchase Agreement and in
any document executed by Seller at the Closing, all materials, data and
information delivered to Purchaser by or through Seller or Broker in connection
with the transaction contemplated herein have been provided to Purchaser as a
convenience only and that any reliance on or use of such materials, data or
information by Purchaser shall be at the sole risk of Purchaser.



 I-1
 






 



2.             Disclaimers.  PURCHASER ACKNOWLEDGES AND AGREES THAT THE
PREMISES HAVE BEEN SOLD AND CONVEYED TO PURCHASER AND PURCHASER HAS ACCEPTED
THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN SECTION 5.1 OF THE PURCHASE AGREEMENT, THE LIMITED
WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED FROM SELLER TO PURCHASER, AND
IN ANY DOCUMENT EXECUTED BY SELLER AT THE CLOSING, SELLER HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES.  WITHOUT LIMITING THE GENERALITY OF THE
PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH HEREIN, SELLER AND
PURCHASER HEREBY AGREE THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO (A)
THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PREMISES OR ANY ASPECT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY,
SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B)
THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE
IMPROVEMENTS OR THE STATE OF REPAIR OR LACK OR REPAIR OF ANY OF THE
IMPROVEMENTS, (C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE
IMPROVEMENTS, (D) THE SOIL CONDITIONS, DRAINAGE CONDITIONS, TOPOGRAPHICAL
FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR OTHER
CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PREMISES OR ANY USE
TO WHICH PURCHASER MAY PUT THE PREMISES, (E) ANY CONDITIONS AT OR WHICH AFFECT
OR MAY AFFECT THE PREMISES WITH RESPECT TO ANY PARTICULAR PURPOSE, USE,
DEVELOPMENT POTENTIAL OR OTHERWISE, (F) THE AREA, SIZE, SHAPE, CONFIGURATION,
LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, MAKE, MODEL,
COMPOSITION, AUTHENTICITY OR AMOUNT OF THE PREMISES OR ANY PART THEREOF, (G)
EXCEPT FOR THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED, THE
NATURE OR EXTENT OF TITLE TO THE PREMISES, OR ANY EASEMENT, RIGHT-OF-WAY,
LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONTRACT, CONDITION
OR OTHERWISE THAT MAY AFFECT TITLE TO THE PREMISES, (I) ANY ENVIRONMENTAL,
GEOLOGICAL, METEOROLOGICAL, STRUCTURAL, OR OTHER CONDITION OR HAZARD OR THE
ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER THE
PREMISES, INCLUDING BUT NOT LIMITED TO, THE ABSENCE OF ASBESTOS OR ANY ENVIRONMENTALLY
HAZARDOUS SUBSTANCE ON, IN, UNDER OR ADJACENT TO THE PREMISES, (I) THE
COMPLIANCE OF THE PREMISES OR THE OPERATION OR USE OF THE PREMISES WITH ANY
APPLICABLE RESTRICTIVE COVENANTS, OR WITH ANY LAWS, ORDINANCES OR REGULATIONS
OF ANY GOVERNMENTAL BODY (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY
ZONING LAWS OR REGULATIONS, ANY BUILDING CODES, ANY ENVIRONMENTAL LAWS, AND THE
AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. 12101 ET SEQ.   UPON CLOSING, PURCHASER SHALL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, VIOLATIONS OF ANY
APPLICABLE LAWS, CONSTRUCTION DEFECTS, AND ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND
PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND
RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY VIOLATIONS OF 



 I-2
 






 



ANY APPLICABLE
LAWS (INCLUDING ANY ENVIRONMENTAL LAWS), CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS,
AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PREMISES.  PURCHASER AGREES
THAT SHOULD ANY WORK BE REQUIRED TO PUT THE PREMISES IN COMPLIANCE WITH ANY
APPLICABLE LAWS, OR SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS
SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PREMISES BE REQUIRED UNDER
APPLICABLE LAW AFTER THE DATE OF CLOSING DURING PURCHASER’S OWNERSHIP OF THE
PREMISES, SUCH WORK, CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY
OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.


3.             DTPA Waiver.  Purchaser acknowledges and agrees, on its own
behalf and on behalf of its assigns and successors, that the Texas Deceptive
Trade Practices — Consumer Protection Act, Subchapter E of Chapter 17
of the Texas Business and Commerce Code (the “DTPA”), is not applicable to this
transaction.  Accordingly, Purchaser’s
rights and remedies with respect to this transaction, and with respect to all
acts or practices of the other, past, present or future, in connection with
this transaction, shall be governed by legal principles other than the
DTPA.  In furtherance of the foregoing,
Seller and Purchaser agree as follows:


(a)           Purchaser represents
that it is a business consumer and that it is acquiring the Property for
commercial or business use.  Purchaser
further represents that it has knowledge and experience in financial and
business matters that enable it to evaluate the merits and risks of the
business transaction that is the subject of the Purchase Agreement (including
the acquisition of the Property). 
Purchaser also represents that it is not in a significantly disparate
bargaining position in relation to Seller.


(b)           Purchaser represents
that it has been represented by legal counsel in seeking or acquiring the
Property and that the transaction contemplated by the Purchase Agreement does
not involve the purchase or lease of a family residence occupied or to be
occupied as the residence of Purchaser. 
Concurrently with the execution of this Agreement, Purchaser shall cause
its legal counsel to sign a copy of this Agreement in the space provided below
for the purpose of complying with Section 17.42(a)(3) of the DTPA.


(c)           Purchaser agrees, on
its own behalf and on behalf of its assigns and successors, that all of its
rights and remedies under the DTPA are WAIVED AND RELEASED, including
specifically, without limitation, all rights and remedies resulting from or
arising out of any and all acts or practices of Seller in connection with the
business transaction that is the subject of the Purchase Agreement (including
the acquisition of the Property) whether such acts or practices occur before or
after the execution of this Agreement; provided, however, notwithstanding
anything to the contrary herein, in accordance with Section 17.42 of the DTPA,
Purchaser does not waive Section 17.555 of the DTPA.


4.             Survival of
Disclaimers.  Seller and Purchaser
agree that the provisions of this Agreement shall survive Closing.



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  MEDICAL EDGE HEALTHCARE
  GROUP, INC.,

  
	
   

  	
  a Texas
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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EXHIBIT
J-1



CENTEX HOMES ESTOPPEL CERTIFICATE


To:          Behringer Harvard Northpoint I LP (“Landlord”)


The Purchaser of the
Premises described below from Behringer Harvard Northpoint I LP (the “Purchaser”)


1.             Definitions.  The following terms have the
following meanings:


(a)           “Lease” means the following described lease:


(i)            Office Lease Agreement by and between Texas
Health Choice, LC as “Landlord” and Centex Homes as “Tenant” dated August 1,
2000.


(ii)           First Amendment to Office Lease Agreement by
and between Texas Health Choice, LC as “Landlord” and Centex Homes as “Tenant”
dated December 20, 2001.


(iii)          Second Amendment to Office Lease Agreement by
and between Texas Health Choice, LC as “Landlord” and Centex Homes as “Tenant”
dated September 30, 2002.


(iv)          Third Amendment to Office Lease Agreement by
and between Northpoint Office Partners, LP as “Landlord” and Centex Homes as “Tenant”
dated November 20, 2003.


(b)           “Premises” means the premises leased pursuant
to the Lease.


(c)           “Sublease” means the Agreement by and between
Centex Homes as “Sublessor” and Medical Edge Healthcare Group, Inc. as “Sublessee”
dated March 31, 2005.


(d)           “Subleased Premises” means the premises
leased pursuant to the Sublease.


(e)           “Subtenant” means Medical Edge Healthcare
Group, Inc.


2.             Certification.  Centex Homes, a Nevada general partnership (“Tenant”),
hereby certifies and represents to Landlord and Purchaser that:


(a)           Tenant has accepted the
Premises.


(b)           The Lease has not been
modified or amended except for the amendments described in paragraph 1(a)(ii)
through paragraph 1(a)(iv) above.  A true
and correct copy of the Lease is attached hereto as Exhibit I.  The Sublease has not been modified or
amended.  A true and correct copy of the
Sublease is attached hereto as Exhibit II.



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(c)           To
the best of Tenant’s knowledge, all of Landlord’s obligations under the Lease
have been performed in all material respects to the satisfaction of
Tenant.  Tenant has not materially failed
to perform an obligation of Tenant under the Lease, and to Tenant’s knowledge,
Landlord has not materially failed to perform an obligation of Landlord under
the Lease.


(d)           To the best of Tenant’s knowledge, all of
Subtenant’s obligations under the Sublease have been performed in all material
respects to the satisfaction of Tenant. 
Tenant has not materially failed to perform an obligation of Tenant
under the Sublease, and to Tenant’s knowledge, Sublessee has not materially
failed to perform an obligation of Sublessee under the Sublease.


(e)           No rent has been prepaid more than thirty
days in advance of its due date.


(f)            To the best of Tenant’s knowledge, Tenant has
no claim of offset against the Basic Rent or other amounts payable by Tenant
under the Lease.


(g)           The next payment of Basic Rent payable by
Tenant is due on                           ,
200   .


(h)           There are no written or oral agreements
between Landlord and Tenant with respect to the Lease or the Premises except as
set forth in the Lease.


(i)            There are no written or oral agreements
written between Tenant and Subtenant with respect to the Sublease or the
Subleased Premises except as set forth in the Sublease.


(j)            Tenant does not have any security deposit
placed with Landlord under the Lease.


3.             Reliance.  Tenant acknowledges and agrees
that Landlord and Purchaser are each relying on Tenant’s representations in
this certificate.


(SIGNATURE ON NEXT PAGE)



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Dated this       day of                      ,
2006.


	
  

  	
  CENTEX HOMES, a Nevada general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  its

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title

  	
   

  
						



 



 J-1-3














 


EXHIBIT J-2



FRESH MARKET DELI ESTOPPEL CERTIFICATE


To:          Behringer
Harvard Northpoint I LP (“Landlord”)


The Purchaser of the
Premises described below from Behringer Harvard Northpoint I LP (the “Purchaser”)


1.             Definitions.  The following terms have the following
meanings:


(a)           “Lease” means the
following described lease:


(i)            Lease by and
between Kaiser Foundation Health Plan of Texas as “Landlord” and Jal B.
Godiwalla and Soonu J. Godiwalla dba Northpoint Fresh Market Deli as “Tenant”
dated February 21, 1992.


(ii)           First Amendment to
Lease Agreement by and between Northpoint Office Partners, LP as “Landlord” and
Soonu J. Godiwalla dba Northpoint Fresh Market Deli as “Tenant” dated May 10,
2004.


(b)           “Premises” means the
premises leased pursuant to the Lease.


2.             Certification. 
Jal B. Godiwalla and Soonu J. Godiwalla (“Tenant”), each hereby
certifies and represents to Landlord and Purchaser that:


(a)           Tenant has accepted the Premises.


(b)           The Lease has not been modified or amended except for the
amendment described in paragraph 1(a)(ii) above.  A true and correct copy of the Lease is
attached hereto as Exhibit I.


(c)           All of Landlord’s
obligations under the Lease have been performed to the satisfaction of
Tenant.  Neither Landlord nor Tenant is
in default in the performance of the Lease.


(e)           No rent has been
prepaid more than thirty days in advance of its due date.


(f)            Tenant has no claim
of offset against the Basic Rent or other amounts payable by Tenant under the
Lease.


(g)           The next payment of
rent payable by Tenant is due on                           ,
200   .


(h)           There are no written
or oral agreements between Landlord and Tenant with respect to the Lease or the
Premises except as set forth in the Lease.



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(i)            Tenant has a
security deposit of $980.25 paid to Landlord under the Lease.


3.             Reliance.  Tenant acknowledges and agrees that Landlord
and Purchaser are each relying on Tenant’s representations in this certificate.


Dated this       day of               ,
2006.


	
  

  	
   

  	
   

  
	
   

  	
  Jal B. Godiwalla

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Soonu J. Godiwalla

  	
   

  



 



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EXHIBIT K



SELLER CERTIFICATE


The undersigned, Behringer Harvard Northpoint I LP, a
Texas limited partnership (“Behringer Harvard”), understands that Medical Edge
Healthcare Group, Inc., a Texas corporation (“Medical Edge”), intends to
acquire by purchase from Behringer Harvard all of the right, title and interest
of Behringer Harvard as landlord or lessor in and to that certain Lease dated February 21, 1992, with Jal B. Godiwalla and
Soonu J. Godiwalla dba Northpoint Fresh Market Deli as tenant or lessee thereunder,
as amended by that certain First Amendment to Lease Agreement dated May 10,
2004 (together, the “Deli Lease”); and


Behringer Harvard hereby certifies to Purchaser that,
to the actual knowledge of Behringer Harvard:


(a)           Behringer
Harvard is the current landlord under the Deli Lease;


(b)           the
Deli Lease is in full force and effect on the date hereof;


(c)           attached
hereto as Exhibit A and made a part hereof for all purposes is a true
and correct copy of the Deli Lease;


(d)           other
than as set forth in the attached Exhibit A, the Deli Lease has not been
modified or amended in any respect, and there are no written agreements
pertaining to the Deli Lease other than those set forth in the attached Exhibit
A; and


(e)           except
as may have been previously disclosed to Purchaser in writing prior to the date
hereof, Behringer Harvard has not received written notice from any tenant or
lessee of any material default by Behringer Harvard under the Deli Lease which
has not been cured, and Behringer Harvard has not sent written notice to any
tenant or lessee of any material default under the Deli Lease which has not
been cured.


The foregoing certifications are made to the actual
knowledge of Behringer Harvard, as the phrase “actual knowledge” is defined in
that certain Purchase Agreement dated as of October    , 2006
executed between Behringer Harvard and Medical Edge.  Further, the foregoing certifications are
subject to the limitations set forth in Section 5.5 of said Purchase Agreement.


	
  

  	
  BEHRINGER HARVARD NORTHPOINT I

  LP, a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, 

  LLC, a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 K-1














 


EXHIBIT L


CERTIFICATE


This Certificate is executed by Behringer Harvard
Northpoint I LP (“Seller’) to Medical Edge Healthcare Group, Inc., a Texas
corporation (“Purchaser”) pursuant to Section 4.3 of that certain Purchase
Agreement dated October     , 2006 (the “Purchase Agreement”)
between Seller and Purchaser relating to the sale and purchase of the
Northpoint Office Building in Dallas County, Texas.


Seller hereby certifies to Purchaser that all
representations and warranties of Seller made in Section 5.1 of the Purchase
Agreement are accurate as of the date of this Certificate, except for any
changes thereto as permitted by the Purchase Agreement.  Seller hereby restates such representations
and warranties.


The foregoing
certifications are made to the actual knowledge of Behringer Harvard, as the
phrase “actual knowledge” is defined in that certain Purchase Agreement.


	
  

  	
  BEHRINGER HARVARD NORTHPOINT I 

  LP, a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, 

  LLC, a Texas limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



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SCHEDULE 5.1(C)


LEASES


·                  Lease by and between Kaiser
Foundation Health Plan of Texas as “Landlord” and Jal B. Godiwalla and Soonu J.
Godiwalla dba Northpoint Fresh Market Deli as “Tenant” dated February 21, 1992.


First Amendment to Lease
Agreement by and between Northpoint Office Partners, LP as “Landlord” and Soonu
J. Godiwalla dba Northpoint Fresh Market Deli as “Tenant” dated May 10, 2004.


·                  Office Lease Agreement by and between
Texas Health Choice, LC as “Landlord” and Centex Homes as “Tenant” dated August
1, 2000.


First Amendment to Office
Lease Agreement by and between Texas Health Choice, LC as “Landlord” and Centex
Homes as “Tenant” dated December 20, 2001.


Second Amendment to
Office Lease Agreement by and between Texas Health Choice, LC as “Landlord” and
Centex Homes as “Tenant” dated September 30, 2002.


Third Amendment to Office
Lease Agreement by and between Northpoint Office Partners, LP as “Landlord” and
Centex Homes as “Tenant” dated November 20, 2003.


·                  Office Lease Agreement by and between
Texas Health Choice, LC as “Landlord” and Medical Edge Healthcare Group, Inc.
as “Tenant” dated September 19, 2000.


Second Amendment to Lease
by and between Texas Health Choice, LC as “Landlord” and Medical Edge
Healthcare Group, Inc. as “Tenant” dated January 4, 2001.


First Amendment to Lease
by and between Texas Health Choice, LC as “Landlord” and Medical Edge
Healthcare Group, Inc. as “Tenant” dated November 15, 2001.


Third Amendment to Lease
Agreement by and between Northpoint Office Partners, LP as “Successor to
Landlord” and Medical Edge Healthcare Group, Inc. as “Tenant” dated November
26, 2002.


Fourth Amendment to Lease
Agreement by and between Northpoint Office Partners, LP as “Successor to
Landlord” and Medical Edge Healthcare Group, Inc. as “Tenant” dated October 31,
2003.


Fifth Amendment to Lease
Agreement by and between Northpoint Office Partners, LP as “Successor to
Landlord” and Medical Edge Healthcare Group, Inc. as “Tenant” dated March 30,
2004.


Sublease Agreement by and
between Centex Homes as “Sublessor” and Medical Edge Healthcare Group, Inc. as “Sublessee”
dated March 31, 2005.



 L-2