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REAL ESTATE PURCHASE AND SALE AGREEMENT

BETWEEN

NORTHGATE INVESTMENTS, LLC

AND

FMP NORTHGATE OUTPARCEL LLC CONCERNING OUTPARCEL PROPERTY

IN CINCINNATI, OHIO







TABLE OF CONTENTS

	ARTICLE 1 Definitions	1
	SECTION
    1.1.
	Definitions	1
	 	 
	ARTICLE 2 Agreement; Purchase Price	6
	SECTION
    2.1.
	Agreement to Sell and Purchase	6
	SECTION
    2.2.
	Purchase Price	6
	 	 
	ARTICLE 3 Deposit	6
	SECTION
    3.1.
	Deposit	6
	 	 
	ARTICLE 4 Survey and Title Commitment	6
	SECTION
    4.1.
	Title and Survey	6
	 	 
	ARTICLE 5 Inspection, Audit and Financing	7
	SECTION
    5.1.
	Access	7
	SECTION
    5.2.
	Confidentiality	7
	SECTION
    5.3.
	Reporting	8
	 	 
	ARTICLE 6 Conditions Precedent, Casualty Damage or Condemnation	8
	SECTION
    6.1.
	Conditions Precedent Favoring Purchaser	8
	SECTION
    6.2.
	Conditions Precedent Favoring Seller	9
	SECTION
    6.3.
	Risk of Loss	10
	SECTION
    6.4.
	Condemnation	10
	SECTION
    6.5.
	Leasing & Other Activities Prior to Closing	10
	 	 
	ARTICLE 7 Representations, Warranties and Covenants	10
	SECTION
    7.1.
	Purchaser’s Representations	10
	SECTION
    7.2.
	Seller’s Representations	11
	SECTION
    7.3.
	Knowledge of Seller’s Representative	14
	SECTION
    7.4.
	Limited Representations	14
	SECTION
    7.5.
	Survival of Representations	14
	 	 
	ARTICLE 8 Closing	14
	SECTION
    8.1.
	Closing Date	14
	SECTION
    8.2.
	Seller’s Deliveries	15
	SECTION
    8.3.
	Purchaser’s Deliveries	16
	SECTION
    8.4.
	Costs and Prorations.	16
	SECTION
    8.5.
	Possession	18
	 	 
	ARTICLE 9 Real Estate Commission	19
	SECTION
    9.1.
	Commissions	19
	 	 
	ARTICLE 10 Termination and Default	19
	SECTION
    10.1.
	Termination without Default	19
	SECTION
    10.2.
	Purchaser’s Default	19
	SECTION
    10.3.
	Seller’s Default	20








	SECTION
    10.4.
	Breach of Representations	20
	 	 
	ARTICLE 11 Miscellaneous	20
	SECTION
    11.1.
	Entire Agreement	20
	SECTION
    11.2.
	Binding On Successors and Assigns	20
	SECTION
    11.3.
	Assignment by Purchaser	21
	SECTION
    11.4.
	Waiver	21
	SECTION
    11.5.
	Governing Law	21
	SECTION
    11.6.
	Counterparts	21
	SECTION
    11.7.
	Notices	21
	SECTION
    11.8.
	Attorneys’ Fees	22
	SECTION
    11.9.
	Time Periods	22
	SECTION
    11.10.
	Modification of Agreement	23
	SECTION
    11.11.
	Further Instruments	23
	SECTION
    11.12.
	Descriptive Headings; Word Meaning	23
	SECTION
    11.13.
	Time of the Essence	23
	SECTION
    11.14.
	Construction of Agreement	23
	SECTION
    11.15.
	Severability	23
	SECTION
    11.16.
	No Recording	24
	SECTION
    11.17.
	No Implied Agreement	24







REAL ESTATE PURCHASE AND SALE AGREEMENT


  THIS REAL ESTATE PURCHASE AND
        SALE AGREEMENT (this “Agreement”)
        is entered into as of April __, 2005, by and between NORTHGATE
        INVESTMENTS, LLC, a Kentucky limited
        liability company (the “Seller”), and FMP
        NORTHGATE OUTPARCEL LLC, a Delaware
        limited liability company (the “Purchaser”).

  In consideration of the mutual promises hereinafter
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree
      as follows:



ARTICLE 1

Definitions


  SECTION 1.1.          Definitions. For
      purposes of this Agreement, capitalized terms not otherwise defined herein
      have the meanings set forth below: “Additional Rent” shall
      mean all reimbursements of Real Estate Taxes, merchant or project association
      dues, promotional fund contributions, retroactive rent escalations, insurance
      cost reimbursements and all other amounts and charges payable by Tenant
      to Seller, as landlord, under the Ground Lease (other than Minimum Rent).

  “Applicable Additional Rent Fiscal Year” shall
      have the meaning set forth in Section 8.4(b)(ii).

  “Assignment and Assumption of Ground
        Lease” shall mean an Assignment and Assumption of Ground Lease
        substantially in the form attached hereto as Exhibit J.

  “Bill of Sale” shall mean a
      bill of sale and general assignment substantially in the form attached
      hereto as Exhibit G.

  “Business Day” shall mean any
      day of the week other than Saturday, Sunday, or a day on which banking
      institutions in Cincinnati, Ohio are obligated or authorized by law or
      executive action to be closed to the transaction of normal banking business.

  “Calendar Year of Proration” shall
      mean the calendar year in which the Closing occurs. “Closing” shall
      mean the consummation of the purchase and sale of the Property pursuant
      to the terms of this Agreement.

  “Closing Date” shall mean the
      Closing Date under that certain Membership Interest Purchase Agreement
      among Hocker Northgate Holdings I, Inc., Hocker Northgate Group, LLC and
      FMP Northgate LLC.

  “Closing Statement” shall mean
      an itemized statement of the Purchase Price and deductions therefrom and
      additions thereto made pursuant to the allocations of costs and prorations
      and any other sums determined as required pursuant to this Agreement in
      order to calculate the resulting net amount payable to Seller in consideration
      of the transfer to Purchaser of the Property.



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  “Code” shall mean
      the Internal Revenue Code of 1986, and all amendments thereto and all regulations
      issued thereunder.

  “Commission” shall have the
      meaning set forth in Section 9.1.

  “Confidential Information” shall
      mean all information concerning the Property, the Ground Lease, the Tenant
      and Seller, excluding information that is available to the general public
      from sources other than disclosure by Purchaser or its agents in violation
      of this Agreement.

  “Contracts” shall mean the
      service, management and leasing brokerage contracts materially affecting
      the Property, if any, but shall not include the Ground Lease.

  “Deed” shall mean a limited
      warranty deed substantially in the form attached hereto as Exhibit F.

  “Delinquent Rent” shall mean
      Rent which is due and payable by Tenant on or before the Closing but has
      not been paid in collected funds by the Closing.

  “Deposit” shall mean $10.00.

  “Effective Date” means the date
      of this Agreement first set forth above.

  “Environmental Laws” means
      all laws, ordinances, statutes, codes, rules, regulations, agreements,
      judgments, orders and decrees now enacted, promulgated, or amended, of
      the United States, the states, the counties, the cities or any other political
      subdivisions in which the Real Property is located and any other political
      subdivision, agency or instrumentality exercising jurisdiction over the
      Seller or the Real Property or the use of the Real Property relating to
      pollution, the protection or regulation of human health, natural resources
      or the environment, or the emission, discharge, release or threatened release
      of pollutants, contaminants, chemicals or industrial, toxic or hazardous
      substances or waste into the environment (including ambient air, surface
      water, ground water or land or soil).

  “Escrow Agent” shall mean the
      offices of the Title Company in Columbus, Ohio. “Existing Survey” shall
      mean the survey that was prepared by Van Horn, Hoover & Associates,
      Inc., dated March 29, 2000 and revised September 12, 2002.

  “Existing Title Policy” shall
      mean the Owner’s Policy of Title Insurance No. 0-9993-1874524 issued
      by Stewart Title Guaranty Company in favor of Owner dated July 24, 2000.

  “Final Closing Adjustment” shall
      have the meaning set forth in Section 8.4(f).





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  “Governmental Authority” shall
      mean any federal, state, county, municipal or other government or any governmental
      or quasi-governmental agency, department, commission, board, bureau, officer
      or instrumentality, foreign or domestic, or any of them.

  “Ground Lease” shall mean that
      certain Ground Lease dated as of November 21, 1995 between Northgate Mall
      Associates Limited Partnership, as Landlord, and BP Exploration & Oil,
      Inc., as Tenant, a memorandum of which is dated June 17, 1996 and recorded
      in Official Record 7203, Page 194, in the Hamilton County, Ohio Recorder’s
      Office.

  “Hazardous Materials” shall
      mean any substance which is or contains: (i) any “hazardous
      substance” as
      now or hereafter defined in the Comprehensive Environmental Response, Compensation,
      and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.)
      or any regulations promulgated thereunder; (ii) any  “hazardous waste” as
      now or hereafter defined in the Resource Conservation and Recovery Act
      (42 U.S.C. Section 6901 et seq.) or regulations promulgated thereunder;
      (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C.
      Section 2601 et. seq.); (iv) gasoline, diesel fuel or other petroleum hydrocarbons;
      (v) asbestos and asbestos containing materials, in any form, whether friable
      or nonfriable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii)
      any additional substances or materials which are now classified or considered
      to be hazardous or toxic under any Environmental Laws other than mold or
      other microbial contaminants, as to which potential contaminants the Seller
      makes no representations.

  “Improvements” shall mean all
      buildings, structures and other improvements situated upon the Land to
      the extent owned by Seller.

  “Intangible Property” shall
      mean all of Seller’s right, title and interest, if any, in all intangible
      assets relating to the Land, Improvements or Personal Property, including
      all of Seller’s right, title and interest, if any, in all (a) warranties
      and guaranties relating to the Land, Improvements or Personal Property,
      (b) all licenses, permits and approvals relating to the Land, Improvements
      or Personal Property, (c) all logos and tradenames relating to the Land,
      Improvements or Personal Property, (d) all contract rights, and (e) all
      plans and specifications relating to the Land, Improvements or Personal
      Property, in each case to the extent that Seller is not prohibited by any
      statute, order, rule or regulation from legally transferring the same.

  “Land” shall mean the land
      described on Exhibit A attached hereto, together with all privileges,
      rights, easements and appurtenances belonging to such land and all right,
      title and interest (if any) of Seller in and to any streets, alleys, passages
      or other rights-of-way or appurtenances included in, adjacent to or used
      in connection with such land and all right, title and interest (if any)
      of Seller in all mineral rights appurtenant to such land.

  “Minimum Rent” shall mean all
      base rent, minimum rent or basic rent payable in fixed installments and
      fixed amounts for stated periods by Tenant under the Ground Lease.



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  “Operating Agreement” shall
      mean that certain Operating Agreement dated July 24, 1970, recorded in
      Mortgage Book 3777, Page 225, in the Hamilton County, Ohio Registered Land
      Records, and also recorded at Plat Book 28, Pages 10 through 13 in the
      Hamilton County, Ohio Registered Land Records, as amended by First Amendment
      Agreement to Operating Agreement dated December 16, 1974, recorded in Mortgage
      Book 4123, Page 1261, in the Hamilton County, Ohio Registered Land Records,
      as amended by Second Amendment to Operating Agreement dated April 29, 1975,
      recorded in Mortgage Book 4123, Page 1673, in the Hamilton County, Ohio
      Registered Land Records, as amended by Third Amendment to Operating Agreement
      dated November 2, 1988, recorded in Mortgage Book 4878, Page 1618, in the
      Hamilton County, Ohio Registered Land Records, and as further amended by
      Amendment to and Restatement of Operating Agreement dated September 18,
      1992, recorded in Official Record 5959, Page 1412, in the Hamilton County,
      Ohio Registered Land Records, including any amendment thereto.

  “Operating Expenses” shall
      mean all costs, expenses, charges and fees relating to the ownership, management,
      operation, maintenance and repair of the Real Property, including electricity,
      gas, water and sewer charges, telephone and other public utilities, common
      area maintenance charges, insurance premiums, vault charges, personal property
      taxes, excise taxes on Rent, business occupational taxes, Seller’s
      contributions to merchant or project associations or to promotional funds,
      and periodic charges payable under Contracts, but not including any costs,
      expenses, charges or fees which are the direct responsibility of the Tenant.

  “Permitted Exceptions” shall
      mean: (a) all matters shown on the Title Commitment or the Survey, in accordance
      with Section 4.1, as to which Purchaser does not make a written
      objection on or before the Title Objection Date and those matters as to
      which Purchaser does so object but which either are waived or cured in
      accordance with Section 4.1; (b) the Ground Lease; (c) the Operating
      Agreement, (d) all matters, whether or not of record, that arise out of
      the actions of Purchaser or its agents, employees, representatives or contractors;
      and (e) all matters that the Title Company is willing to insure over in
      a manner satisfactory to Purchaser in the exercise of Purchaser’s
      reasonable business judgment without additional premium or indemnity and
      to which Purchaser has consented in the exercise of Purchaser’s reasonable
      business judgment.

  “Person” shall mean any individual,
      estate, trust, partnership, limited liability company, limited liability
      partnership or other legal entity, corporation, governmental agency, unincorporated
      association.

  “Personal Property” shall mean
      any furniture, equipment, machinery, inventories, supplies, signs and other
      tangible personal property, if any, owned by Seller and installed,
      located or situated on or used in connection with the operation of the
      Improvements.

  “Property” shall mean, collectively,
      the Real Property, the Personal Property, the Ground Lease, and the Intangible
      Property.

  “Purchase Price” shall mean
      the purchase price for the Property as specified in Section 2.2.

  “Purchaser Title Objections” shall
      have the meaning set forth in Section 4.1.

  “Real Estate Taxes” shall mean
      all taxes, agreements in lieu of taxes, assessments, vault rentals, and
      other charges, if any, general, special or otherwise (including penalties,
      fines and any other additions thereto), and including all assessments for
      schools, public betterments and general or local improvements, levied or
      assessed upon or with respect to the ownership of and/or all other taxable
      interests in the Real Property imposed by any public or quasi-public authority.



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  “Real Property” shall
      mean, collectively, the Land and the Improvements.

  “Reimbursable Expenses” shall
      mean all or a portion of the Operating Expenses or Real Estate Taxes, or
      both, which are taken into account under the Ground Lease in determining
      the amount of Additional Rent payable by the Tenant.

  “Rent” shall mean, collectively,
      Minimum Rent and Additional Rent. “Rent Roll” shall mean
      the rent roll attached hereto as Exhibit C.

  “Reports” shall mean those
      written reports relating to the environmental condition of the Property
      provided by Seller or its agents to Purchaser and listed on Exhibit E.

  “Security Deposits” shall mean
      all security deposits, access card or key deposits, cleaning fees and other
      deposits relating to space within the Real Property paid by the Tenant
      to Seller or its managing agent.

  “Seller Parties” shall mean
      (a) Seller, (b) Seller’s direct and indirect owners, (c) Seller’s
      respective agents, officers, directors, trustees, advisors, managers, owners
      and employees, and (d) the agents, officers, directors, trustees, advisors,
      managers, owners and employees of the Seller’s direct and indirect
      owners.

  “Seller’s Representative” shall
      mean David E. Hocker.

  “Seller’s Title Election Period” shall
      have the meaning set forth in Section 4.1.

  “Survey” shall mean an ALTA
      “as built” survey of the Real Property, by a licensed surveyor or registered
      professional engineer selected by Seller’s Representative and reasonably
      acceptable to Purchaser.

  “Tenant” shall mean all Persons
      leasing space within the Real Property pursuant to the Ground Lease.

  “Title Commitment” shall mean
      a commitment for title insurance in the amount of the Purchase Price issued
      by either an agent for, or the office of, the Title Company in Columbus,
      Ohio.

  “Title Company” shall mean
      Stewart Title Guaranty Company or such other nationally recognized title
      underwriter as is selected by Purchaser and reasonably acceptable to Seller.

  “Title Objection Date” shall
      mean the date that is five (5) Business Days after the later of the Effective
      Date or receipt of the Title Commitment and Updated Survey.

  “Title Objection Notice” shall
      have the meaning set forth in Section 4.1.



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  “Updated Survey” shall
      mean an updated Survey of the Existing Survey.

  “Utility Deposits” shall mean
      all deposits made by Seller with the Persons providing water, sewer, gas,
      electricity, telephone and other public utilities to the Real Property.

  “Zoning Certificate” shall
      have the meaning set forth in Section 6.1(g).



ARTICLE 2

Agreement; Purchase Price


  SECTION 2.1.          Agreement
          to Sell and Purchase. Subject to the terms and provisions hereof,
          Seller agrees to sell the Property to Purchaser, and Purchaser agrees
          to purchase the Property from Seller.

  SECTION 2.2.          Purchase
          Price. The Purchase Price for the Property shall be Two Hundred
          Sixty-two Thousand Three Hundred Twenty and 00/100 Dollars ($262,320.00).
          Subject to the adjustments and apportionments as hereinafter set forth,
          the Purchase Price shall be paid to Seller on the Closing Date by wire
          transfer of immediately available federal funds.



ARTICLE 3

Deposit


  SECTION 3.1.          Deposit.
      Purchaser shall pay the sum of $10.00 to Seller as the Deposit hereunder.



ARTICLE 4

Survey and Title Commitment


  SECTION 4.1.          Title
          and Survey. Purchaser shall have until the Title Objection
          Date to give Seller’s Representative one or more written notices
          (collectively, the “Title Objection Notice”) that
          set forth in reasonable detail any objections that Purchaser has to
          title or survey matters affecting the Real Property (the “Purchaser
          Title Objections”). Seller’s Representative shall have
          five (5) Business Days from its receipt of Title Objection Notice “Seller’s
          Title Election Period”) to give Purchaser notice as to whether
          Seller elects to cure the Purchaser Title Objections no later than
          five (5) Business Days prior to the Closing Date. If Seller does not
          timely elect to cure any one or more of the Purchaser Title Objections
          and give notice thereof to Purchaser, Purchaser shall have until five
          (5) Business Days after such notice to determine whether to take title
          to the Real Property subject to such matters (in which event such Purchaser
          Title Objections shall constitute Permitted Exceptions) or to terminate
          this Agreement. If Seller timely elects to use reasonable efforts to
          cure any one or more of the Purchaser Title Objections, Seller shall
          have until five (5) Business Days prior to the Closing Date to complete
          such cure to the satisfaction of Purchaser in the exercise of Purchaser’s
          reasonable business judgment, the failing of which, Purchaser shall
          have the option, as the sole remedy of Purchaser, of accepting the
          title as it then is or terminating this Agreement, whereupon except
          for Purchaser’s obligations under Section 5.2, Purchaser
          and Seller shall have no further obligations or liabilities under this
          Agreement. If Seller elects to cure any one or more Purchaser Title
          Objections, Seller shall correct such Purchaser Title Objections on
          or before the fifth (5th) Business Day prior to the Closing
          Date, provided that Seller shall be required to cure (and Purchaser
          need not give a Purchaser Title Objection to) any title exception that
          can be cured by the payment of money or, if acceptable to Purchaser,
          the posting of bond (such as, by way of example and not limitation,
          delinquent real estate taxes and mechanics liens).



6







ARTICLE 5

  Inspection,
Audit and Financing



  SECTION 5.1.          Access.
      During the pendency of this Agreement, Purchaser, personally or through
      its authorized agent or representative (Purchaser and such Persons are
      referred to collectively as the “Purchaser Designees”),
      shall be entitled upon reasonable advance notice to Seller’s Representative,
      and subject to any notice or other requirements required in the Ground
      Lease, to enter upon the Real Property during normal business hours and
      shall have the right to make such investigations and conduct discussions
      with Tenant as Purchaser deems necessary or advisable, subject to and in
      accordance with the following: (a) such access shall not violate any law
      or agreement to which Seller is a party or otherwise expose Seller, solely
      as a result of such access, to a material risk of liability; (b) Seller
      shall cooperate with Purchaser as reasonably requested by Purchaser from
      time to time in facilitating such activities of the Purchaser Designees,
      and Purchaser shall identify such Purchaser Designees to Seller promptly
      from time to time upon request of Seller; (c) Purchaser Designees shall
      not unreasonably interfere with the use, occupancy or enjoyment of Tenant
      or its employees, contractors, customers or guests; (d) none of the Purchaser
      Designees shall inflict physical damage to the Real Property or any portion
      thereof that is not repaired by Purchaser; (e) upon request from Seller’s
      Representative, before any Purchaser Designee enter onto the Real Property,
      Purchaser shall deliver to Seller’s Representative a certificate of
      insurance naming Seller as an additional insured, evidencing commercial
      general liability insurance (including property damage, bodily injury and
      death) issued by an insurance company having a rating of at least “A-VII”    by A.M. Best Company, with limits of not less than $1,000,000 per occurrence
      for bodily or personal injury or death and $1,000,000 aggregate per location;
      (f) Purchaser shall: (i) use reasonable efforts to perform all on-site
      due diligence reviews and all communications with Tenant on an expeditious
      and efficient basis; and (ii) indemnify, hold harmless and defend the Seller
      Parties against, and hold the Seller Parties harmless from, all loss, liability,
      claims, costs (including reasonable attorneys’ fees), liens and damages
      to the extent resulting from or relating to any gross negligence or intentional
      misconduct in performing the activities of Purchaser Designees under this Section
      5.1; and (g) without the prior written
      consent of Seller’s Representative, which shall not be unreasonably
      withheld or delayed, Purchaser shall not conduct any Phase II exams, soil
      borings or other invasive tests on or around the Real Property. The foregoing
      indemnification obligation shall survive the Closing or termination of
      this Agreement.




  SECTION 5.2.          Confidentiality.

            (a)          Purchaser
      shall hold all Confidential Information in confidence and shall not at
      any time disclose or permit the disclosure of the Confidential Information
      to any Person without the prior written consent of Seller’s Representative.
      Purchaser further agrees to use the Confidential Information only for purposes
      of evaluating the Owner and the Property in connection with its purchase
      of the Property in accordance with the terms of this Agreement. Notwithstanding
      the foregoing, (i) Purchaser may disclose the Confidential Information
      to its affiliates, its permitted assignees hereunder, and their respective
      legal counsel, accountants, lenders and similar third parties and Purchaser
      Designees that Purchaser reasonably concludes need to review the Confidential
      Information in connection with Purchaser’s purchase of the Property
      in accordance with the terms of this Agreement, and (ii) provided that
      Purchaser first shall provide written notice thereof to Seller’s Representative,
      Purchaser may disclose the Confidential Information to the extent that
      such disclosure is required by law or court order. If this Agreement is
      terminated before the Closing, Purchaser promptly shall return the Confidential
      Information to Seller’s Representative and shall not retain copies
      thereof or, at Purchaser’s option, certify that it has destroyed,
      and has caused every Person to whom the Purchaser or any party described
      in Section 5.2(a)(i) hereof
      has delivered the Confidential Information to have destroyed all copies
      of such Confidential Information. Other than to the extent required by
      law, neither Seller nor Purchaser prior to Closing shall make any public
      announcements concerning the sale of the Property or the ultimate ownership
      of the Property pursuant to this Agreement without first obtaining the
      prior written consent of the other (which consent may be given by Seller’s
      Representative for all the Seller). The provisions of this paragraph shall
      survive any termination of this Agreement but shall not survive Closing.



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            (b)          Seller
      and Purchaser hereby agree that the covenants made in this Section 5.2
      shall be construed as an agreement independent of any other provision of
      this Agreement and shall survive any order of a court of competent jurisdiction
      terminating any other provision of this Agreement.

  SECTION 5.3.          Reporting. In
        the event that Purchaser’s due diligence reveals any condition of
        the Property that in Purchaser’s judgment requires disclosure to
        any governmental agency or authority, Purchaser shall immediately notify
        Seller’s
        Representative thereof. In such event, Seller, and not Purchaser or anyone
        acting on Purchaser’s behalf, shall make such disclosures as Seller
        deems appropriate. Notwithstanding the foregoing, Purchaser may disclose
        matters concerning the Property to a Governmental Authority if, (a) in
        the written opinion of Purchaser’s outside legal counsel, Purchaser
        is required by law to make such disclosure, and (b) to the extent in
        Purchaser’s
        judgment not in conflict with applicable law, Purchaser gives Seller’s
        Representative not less than ten (10) days prior written notice of the
        proposed disclosure, together with a copy of such legal opinion.



ARTICLE 6

  Conditions Precedent, Casualty
Damage or Condemnation



  SECTION 6.1.          Conditions
          Precedent Favoring Purchaser. In addition to any other conditions
          precedent in favor of Purchaser as may be expressly set forth elsewhere
          in this Agreement, Purchaser’s obligations under this Agreement
          are subject to the timely fulfillment of the conditions set forth in
          this Section
6.1 on or before the Closing Date, or such earlier date as is set forth below.
Each condition may be waived in whole or in part only by written notice of such
waiver from Purchaser to Seller’s Representative.

            (a)          Seller
      shall have delivered, or caused to be delivered, all of the items required
      by Section 8.2 hereof.



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            (b)          Seller
      shall have performed and complied in all material respects with all of
      the terms of this Agreement
      to be performed and complied with by Seller prior to or at the Closing.

            (c)          On
      the Closing Date, the representations of Seller set forth in Section
      7.2    shall be true, complete and accurate
      in all material respects, subject to: (i) changes that are caused by the
      negligent acts or omissions or willful misconduct of Purchaser or its agents
      or affiliates or their officers, agents or employees; and (ii) casualty
      or condemnation (which shall be governed by Sections 6.3 and 6.4, respectively,
      and not by this Section 6.1(c)).

            (d)          On
      the Closing Date, title to the Real Property shall be conveyed to Purchaser
      subject only to the Permitted Exceptions.

            (e)          Purchaser
      shall have received an estoppel certificate from Tenant substantially in
      the form attached hereto as Exhibit
      B.

            (f)          Purchaser
      shall have received environmental reports reasonably acceptable to Purchaser
      for the Real Property.

            (g)          Purchaser
      shall have received a zoning certification for the Real Property issued
      by Hamilton County, Ohio in form and substance
      reasonably acceptable to Purchaser (the “Zoning Certificate” ).

            (h)          Purchaser
      shall have received the Updated Survey.

            (i)          The
      Title Company shall have irrevocably and unconditionally committed to issue
      a title insurance policy to Purchaser
      in the amount of the Purchase Price, with the standard pre-printed exceptions
      deleted, and subject only to the exceptions shown in the Title Commitment
      which have been approved or deemed approved by Purchaser consistent with
      the provisions of this Agreement, together with such endorsements as Purchaser
      may request, including without limitation a non-imputation endorsement
      (ALTA Form 15), contiguity endorsement, and survey endorsement.

            (j)          The
      membership interests of Northgate Partners, LLC shall have been assigned
      by the members of Northgate Partners, LLC
      pursuant to that certain Membership Interest Purchase Agreement among such
      members and FMP Northgate LLC dated on or about the date hereof.

  SECTION
        6.2.          Conditions
        Precedent Favoring Seller. In addition to any other condition
        precedent in favor of Seller as may be expressly set forth elsewhere
      in this Agreement, Seller’s obligations under this Agreement are expressly
        subject to the timely fulfillment of the conditions set forth in this Section
        6.2 on or before the Closing Date, or such earlier date as is set forth
        below. Each condition may be waived in whole or part only by written
      notice of such waiver from Seller's Representative to Purchaser.

            (a)          Purchaser
      shall have performed and complied in all material respects with all of
      the terms of this Agreement to be
      performed and complied with by Purchaser prior to or at the Closing.



9







            (b)          On the Closing Date, the representations
      of Purchaser set forth in Section 7.1 shall be true, accurate and complete
      in all material respects.

            (c)          The membership interests of
      Northgate Partners, LLC shall have been assigned by the members of Northgate
      Partners, LLC pursuant to that certain Membership Interest Purchase Agreement
      among such members and FMP Northgate LLC dated on or about the date hereof.

  SECTION 6.3.          Risk
          of Loss. All
      risk of loss to the Property prior to Closing shall remain with the Seller.

   SECTION 6.4.          Condemnation. In
      the event that all or a material portion of the Real Property should be
      condemned by right of eminent domain prior to the Closing such that Seller’s
      reasonable estimate of the loss of value of the remaining Real Property
      exceeds two percent (2%) of the Purchase Price, Purchaser may, at Purchaser’s
      sole option, elect either to:

            (a)          terminate this Agreement and
      receive back the Deposit; or

            (b)          close the transaction contemplated
      by this Agreement and make an appropriate reduction in the Purchase Price
      based upon a reasonable approximation of the loss of value of the remaining
      Real Property as agreed by Seller’ Representative and Purchaser.

            (c)          In the event of a condemnation
      or threat of condemnation by right of eminent domain as to which Section
      6.4(a) does not apply, Purchaser shall close the transaction contemplated
      by this Agreement and make an appropriate reduction in the Purchase Price
      based upon a reasonable approximation of the loss of value of the remaining
      Real Property as agreed by Seller’s Representative and Purchaser.

            (d)          Purchaser shall be deemed to
      have elected to proceed under Section 6.4(a) unless, within ten (10) Business
      Days from written notice of the condemnation given by Seller’s Representative
      to Purchaser, Purchaser provides Seller with written notice that Purchaser
      elects to close the transaction contemplated by this Agreement pursuant
      to Section 6.4(b).

  SECTION 6.5.          Leasing & Other
      Activities Prior to Closing.

            (a)          Prior to the Closing Date,
      Seller shall not make any material modification to the Ground Lease without
      Purchaser’s prior written consent, provided such consent is not unreasonably
      withheld or delayed.




 ARTICLE 7

  Representations, Warranties and Covenants


   SECTION 7.1.          Purchaser’s
      Representations. Purchaser hereby represents, warrants, covenants,
      and acknowledges to Seller as of the date hereof and as of the Closing
      as follows:



10









            (a)          Purchaser acknowledges that
      it or its affiliates are experienced and sophisticated owners of commercial
      real estate projects such as the Property and that it will have had a full
      and complete opportunity to conduct such investigations, examinations,
      inspections and analyses of the Property as Purchaser, in its absolute
      discretion, may deem appropriate. Purchaser further acknowledges that,
      except for Representations of Seller’s Representative and any other
      express written representations of the Seller’s Representative contained
      in this Agreement or other documents delivered by Seller or Seller’s
      Representative in connection with this Agreement, Purchaser has not relied
      upon any statements, representations or warranties by Seller or any agent
      of Seller.

            (b)          Purchaser
      agrees that the Property shall be sold and that Purchaser shall accept
      possession of the Property on the
      Closing Date strictly
    on an “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, with no
    right of set-off or reduction in the Purchase Price except as provided in
    this
    Agreement, and that, except for the Representations of Seller’s Representative
    and any other express written representations of Seller’s Representative
    contained in this Agreement or other documents delivered by Seller or Seller’s
    Representative in connection with this Agreement, such sale shall be without
    representation or warranty of any kind, express or implied, including any
    warranty of income potential, operating expenses, uses, merchantability or
    fitness for a particular purpose, or any warranty of matters pertaining to
    health, safety or the environment, and Seller and Seller’s Representative
    do hereby disclaim and renounce any such representation or warranty. Purchaser
    specifically acknowledges that, except for the Representations of Seller’s
    Representative and any other express written representations of Seller’s
    Representative contained in this Agreement or other documents delivered by
    Seller or Seller’s Representative in connection with this Agreement,
    Purchaser is not relying on any representations or warranties of any kind
    whatsoever, express or implied, from Seller or Seller’s Representative,
    or any broker or other agents as to any matters concerning the Property.
    Purchaser understands the legal significance of the foregoing provisions
    and acknowledges that they are a material inducement to Seller’s willingness
  to enter into this Agreement.

            (c)          This Agreement constitutes the valid and legally binding obligation of
    Purchaser, enforceable against Purchaser in accordance with its terms.

            (d)          There are no actions, suits or proceedings pending
      or, to the knowledge of Purchaser, threatened, against or affecting Purchaser
      which, if determined
    adversely to Purchaser, would adversely affect Purchaser’s ability
    to perform its obligations hereunder.

            (e)          No authorization, consent, approval of any Governmental Authority (including
    courts) is required for the execution and delivery by Purchaser of this Agreement
    or the performance of its obligations hereunder.

  SECTION 7.2.          Seller’s
          Representations.    Except as set forth in the Reports or as otherwise disclosed in writing
      to Purchaser,
      Seller warrants
    and represents to Purchaser as set forth in (a) and (b) of this Section
    7.2:

            (a)          Concerning Seller.

                      (i)          Seller is a limited liability company duly
      formed, validly existing and in good standing under the laws of the Commonwealth
      of Kentucky. This Agreement constitutes the valid and legally binding obligation
    of Seller, enforceable against Seller in accordance with its terms.



  11








                    (ii)          There are no actions, suits or proceedings pending or, to the knowledge of Seller, threatened, against or affecting Seller which, if determined adversely to Seller, would adversely affect its ability to perform
its obligations hereunder.

                    (iii)          Seller has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform
its obligations under all documents required to be executed and delivered by it pursuant to this Agreement.

                    (iv)          Neither the execution, delivery or performance of this Agreement nor compliance herewith (a) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default
under (1) the charter documents or by-laws of Seller, (2) to the best of Seller’s
       knowledge, any law or any order, writ, injunction or decree of any court
       or governmental authority, or (3) any agreement or instrument to which
       Seller is a party or by which it is bound or (b) results in the creation
       or imposition of any lien, charge or encumbrance upon its property pursuant
    to any such agreement or instrument.

                    (v)          No authorization, consent, or approval of any governmental authority (including courts) or third party is required for the execution and delivery by Seller of this Agreement or the performance of its
obligations hereunder.

                    (vi)          Seller is not a “foreign
       person” as
       defined in Section 1445 of the Code;
Seller’s taxpayer identification number is 61-1368064.

          (b)          Representations Concerning the Property.

                    (i)          To the best of Seller’s knowledge, (1) Seller has delivered or made available to Purchaser a complete copy of the Ground Lease, (2) the Ground
Lease is in full force and effect, (3) the Ground Lease is the only lease of the Land entered into by Seller concerning the Land, (4) Seller has not previously assigned its interest in the Ground Lease, and (5) Seller’s interest as landlord
under the Ground Lease is free and clear of any lien or encumbrance other than matters which Seller reasonably believes will constitute "Permitted
Encumbrances."


                    (ii)          Seller has received no written notice from Tenant claiming that Seller is currently in default in its material obligations as landlord under the Ground Lease.

                    (iii)          Except as set forth on Exhibit N: (y) no Rent has been paid by Tenant more than one month in advance, and (z) no Security Deposits have been paid to
Seller or its agents.

                    (iv)          Seller has not entered into any material commitments or agreements with any governmental authorities or agencies affecting the Property except for agreements that: (1) have been disclosed in writing to
Purchaser; or (2) are a matter of public record and included in the Title Commitment.



12










                    (v)          Seller has received no written notice from any governmental authorities: (1) that there currently is any pending condemnation or eminent domain proceeding relating to the Real Property, or (2) that any such proceeding is
currently contemplated.

                    (vi)          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.

                    (vii)          Seller has received no written notice that any litigation materially affecting the Property is pending or currently threatened.

                    (viii)          Seller has delivered or made available
    to Purchaser true and complete copies of all Contracts that are in Seller’s possession or control, and, to the best of
Seller’s knowledge, such Contracts are in full force and effect.

                    (ix)          Seller has delivered or made available to
    Purchaser the Reports. Seller and Purchaser acknowledge and agree that (i)
    Seller has limited knowledge concerning the environmental condition of the
    Real Property or the Improvements, (ii) the Real Property is ground leased
    to Tenant pursuant to the Ground Lease which provides environmental covenants
    on the part of the Tenant, (iii) Purchaser has conducted or will conduct
    such investigation of the environmental
condition of the Real Property and the Improvements as Purchaser deems necessary
    or prudent, and (iv) Purchaser will rely solely on the Tenant’s covenants in the Ground Lease, the information in the Reports, and Purchaser’s
    investigation with respect to such environmental condition and not on any
    Seller covenant, representation or warranty, with respect to the presence
or absence of Hazardous Materials on the Real Property or in the Improvements.

                    (x)          Owner holds fee simple title to the Real Property free of liens or encumbrances except for the Permitted Exceptions.

                    (xi)          Except as disclosed in the Title Commitment,
    there are, to the best of the knowledge of Seller’s Representative,
    no special taxes or assessments that have been enacted but not yet levied
    upon any of the Real Property by a Governmental Authority. All real property
    taxes and assessments and Operating Expenses due and payable in respect of
    the Real Property have been paid prior to becoming delinquent or, by
the Closing Date, will have been paid.

                    (xii)          Owner has not granted to any Person any
    currently effective option to purchase or right of first refusal with regard
    to Owner’s interest in the Real
Property.

                    (xiii)          At the time of Closing there will be no
    outstanding written or oral contracts made by Seller for any improvements
    to the Real Property which have not been fully paid for and Seller shall
    cause to be discharged all
mechanics’ and materialmen’s liens arising from any labor or materials
furnished to the Real Property at the request or on behalf of Seller prior to
the time of Closing.



13







                    (xiv)          Seller’s Representative does not know of any facts nor has Seller’s
    Representative failed to disclose any fact which would prevent Purchaser
    from leasing the Real Property after Closing in the manner currently
leased.

                    (xv)          There are no obligations in connection with the Property which will be binding upon Seller after Closing, except (i) matters which are set forth in the Title Commitment, (ii) the Contracts to which Owner is a party, and (iii)
the Ground Lease.

                    (xvi)          There are no tenant allowances, tenant improvement
    costs, landlord’s work obligations or leasing commissions owed by Seller
that are not disclosed on Exhibit M attached hereto.

                    (xvii)          Seller is not a party to or bound by any collective bargaining or union agreement with respect to the Property.

SECTION 7.3.          Knowledge
        of Seller’s
          Representative. Whenever a representation is qualified by the
          phrase “to
          the best of the knowledge of Seller’s Representative,” or
          by words of  similar import, the accuracy of such representation shall
          be based solely on the actual (as opposed to constructive or imputed)
          knowledge, without independent investigation or inquiry in each case,
          of (i) David E. Hocker, and (ii) such other persons
at a management or supervisory level who would, in the ordinary course of their
          responsibilities as employees or agents of the Seller’s Representative,
          the Seller, or their Affiliates,  receive notice from other agents
          or employees of Seller’s Representatives, the Seller, or their
          Affiliates or from other Persons of any of the matters described in
          the representations  and warranties in this Agreement which are limited
          by the knowledge of Seller’s
Representative.

SECTION 7.4.          Limited Representations. Purchaser,
      Seller and Seller’s Representative understand and acknowledge that the other parties make no representation or warranty, express or implied, except as expressly set forth in this Agreement and any documents delivered by them, respectively, in connection
with this Agreement.  Purchaser, Seller and Seller’s Representative agree
to notify the other parties promptly upon learning of any material inaccuracy
in any of the representations and warranties made by them, respectively, to the
other.

SECTION 7.5.          Survival of Representations.
      The representations and warranties of Seller’s
Representative, Seller and Purchaser, respectively, expressly set forth in this
      Agreement and in any documents delivered by them, respectively, in connection
      with this Agreement shall survive the Closing subject to the limitations
set forth in Section 10.4 and shall not be merged into any documents delivered at Closing.



 ARTICLE 8

  Closing


SECTION 8.1.          Closing
        Date.
      The Closing shall take place at 10:00 a.m. on the Closing Date. Notwithstanding
      the foregoing, if the conditions precedent to
Purchaser’s obligations hereunder have not been fully satisfied as of the
Closing Date, Purchaser shall have the option, in its sole discretion, to (a)
terminate this Agreement in which case the rights of the parties will be as set
forth in Section 10.1 below, (b) waive such condition and proceed with the Closing,
or (c) extend the Closing Date for a reasonable period of time, not to exceed
thirty (30) days after the initially
       scheduled Closing Date, in order allow for satisfaction of such closing
       condition. Unless the parties otherwise agree in writing, the Closing
       shall be conducted through a customary escrow arrangement with the Title
       Company and, on or before the Closing Date, Seller’s Representative
       shall deliver, or caused to be delivered, to the Title Company the documents
       listed in Section 8.2(a)-(h) and the Purchaser shall deliver to
       the Title Company the documents and funds described in Section 8.3.
       The remaining materials described in Section 8.2 shall be delivered,
       to the extent required pursuant to this Section 8.2, directly from
       Seller or Seller’s Representatives to Purchaser (or Purchaser’s
       property manager) on or
before the Closing Date.



14





 

SECTION 8.2.            Seller’s
          Deliveries.
          At the Closing, Seller shall execute and deliver or cause to be delivered
    to Purchaser, at Seller’s sole expense, each of the following items:











(a)           The
  Deed.

  (b)           The
  Bill of Sale.

(c)           The
  Assignment and Assumption of Ground Lease.

(d)           Original
  or copy (certified as complete) of the Ground Lease.

(e)           A
  non-foreign person affidavit sworn to by Seller as required by Section 1445
  of the Code.

(f)           A
  certificate updating the Seller Representations substantially in the form of
  Exhibit I.

(g)           Such
  evidence or documents as may be reasonably required by the Title Company relating
  to: (i) mechanics’ or materialmen’s liens; (ii) parties
              in possession; and (iii) the status and capacity of Seller and
  the authority of the Person or Persons who are executing the various documents
  on behalf
  of Seller in connection with the sale of the Property.

(h)           A
  duly-executed Closing Statement.

(i)            An
  updated Rent Roll.

(j)           All
  keys in Seller’s possession or control to all locks on the Improvements
                  (if any).

(k)           All
  Contracts and all other documents in the possession or control of Seller and
  material to Purchasers ownership or operation of the Property, including
                  all permits, licenses, approvals, plans, specifications, guaranties
  and warranties relating to the Property and in Sellers possession or
  control.

(l)           A
  copy of the Survey of the Real Property, (i) signed by the surveyor or engineer
  preparing the Survey, (ii) acceptable  to,  and certified to, Purchaser and
    the Title Company and (C) in sufficient
    detail to allow Title Company to delete the survey exception from the title
    policy/endorsement.


15







 

(m)            If
    obtained by the Seller or the Seller’s
Representative, a copy of the Zoning Certificate.


SECTION 8.3.	           Purchaser’s
          Deliveries.
      At the Closing, Purchaser shall deliver to Seller the following items:
      (a) Immediately available federal funds sufficient to pay the Purchase
Price and Purchaser’s share of all escrow costs and closing expenses



(b)	           Duly
    executed and acknowledged originals of the Assignment and Assumption of Ground
Lease and the Closing Statement.

(c)	           Such
    evidence or documents as may reasonably be required by the Title Company
    evidencing the status and capacity of Purchaser and the authority of the
    Person or Persons who are executing the various documents on behalf of Purchaser
in connection with the purchase of the Property.


SECTION 8.4.	           Costs and Prorations

(a)           	General. All
    rentals, revenues and other income generated by the Real Property and all
    utilities, Real Estate Taxes, maintenance charges and other Operating Expenses
    incurred in connection with the ownership, management and operation of the
    Real Property shall be paid or shall be prorated between Seller and Purchaser
    in accordance with the provisions of this Section 8.4. For purposes
    of the prorations and adjustments to be made pursuant to this Section 8.4,
      Purchaser shall be deemed to own the Real Property and therefore be entitled
      to any revenues and be responsible for any expenses for the entire day
      upon which the Closing is completed. Any apportionments and prorations
      which are not expressly provided for in this Section shall
be made in accordance with the customary practice in the area in which the Property
      is located. Seller and Purchaser shall prepare a schedule of adjustments
      (the “Closing
Statement”) before the Closing.  Any net adjustment in favor of Purchaser
shall be credited against the Purchase Price at the Closing. Any net adjustment
in favor of Seller shall be paid in cash at the Closing by Purchaser to Seller.
A copy of the Closing Statement agreed upon by Seller and Purchaser shall be
executed by Seller and Purchaser and delivered to the Title Agent at the Closing.

(b)           Rent. Rent
  shall be prorated at the Closing in accordance with the following provisions:




   (i)            Minimum Rent.
      Minimum Rent for the month of Closing shall be prorated between Seller
      and Purchaser
      as of the Closing on an accrual basis based on the actual number of days
      in the month during which the Closing occurs. Seller shall be entitled
      to all Minimum Rent which accrues before the Closing and Purchaser shall
      be entitled to all Minimum Rent which accrues
on and after the Closing.


16








   

  (ii)             Additional
          Rent. Monthly or other payments made by Tenant based upon projected
          or estimated Additional Rent shall be separately prorated between Seller
          and Purchaser as of the Closing on an accrual basis based on the actual
          number of days in the fiscal year set forth in the Ground Lease for
          the determination and payment of Additional Rent. Such fiscal year
          for determination and payment of Additional Rent in which the Closing
          occurs is hereinafter referred to as the “Applicable Additional
          Rent Fiscal Year” Seller and Purchaser shall prorate the total
          Additional Rent due from Tenant for the Tenant’s Applicable Additional
          Rent Fiscal Year as a part of the Final Closing Adjustment pursuant
  to Section 8.4(f). 



(c)           Taxes and Assessments.


  (i)            Proration of Taxes at Closing.
      All Real Estate taxes assessed against the Property (other than any fines
      or
      penalties, the payment of which on or before Closing shall be the responsibility
      of Seller solely), shall be prorated, as between Seller and Purchaser, as
      of the Closing Date as follows: the 2005 tax bill shall be prorated, as between
      Seller and Purchaser, based upon the actual current tax bill and the number
      of days the Real Property was owned by Seller and Purchaser, respectively,
      during the Calendar Year of Proration. If the most recent tax bill received
      by Seller before the Closing is not the actual current tax bill, then Seller
      and Purchaser shall initially prorate the Real Estate taxes at the Closing
      by applying one hundred percent (100%) of the tax rate for the period covered
      by the most current available tax bill to the latest assessed valuation,
      and shall re-prorate the Real Estate Taxes retroactively at the Final Closing
  Adjustment.

  (ii)            Post-Closing
            Refunds of Taxes. Any refunds of Real Estate Taxes made after
            the Closing shall be held in trust and shall first be applied to the
            unreimbursed third-party costs incurred in obtaining the refund, then
            paid to Tenant if Tenant is entitled to the same and the balance, if
            any, shall be paid to Seller (for the period prior to the Closing Date)
            and to Purchaser (for the period commencing on and after the Closing
    Date).

  (iii)           Pending
          Tax Proceedings. If any proceeding to determine the assessed
          value of the Real Property or the Real Estate Taxes payable with respect
          to the Real Property has been commenced before the date hereof and shall
          be continuing as of the Closing Date, Seller shall be authorized to continue
          to prosecute such proceeding and shall be entitled to any abatement proceeds
          therefrom allocable to any period before the Closing. Purchaser agrees
          to cooperate with Seller and to execute any and all documents reasonably
  requested by Seller in furtherance of the foregoing.



(d)            Operating
        Expenses. All Operating Expenses shall be prorated between Seller
        and Purchaser as of the Closing on an accrual basis, based on the actual
        number of days in the month during which the Closing occurs. Seller shall
        be responsible for all Operating Expenses attributable to the period
        before the Closing and Purchaser shall be responsible for all Operating
        Expenses attributable to the period on and
after the Closing.



  (e)           Required
Statements and Reports.



(i)           Exchange
        of Information. As soon as reasonably practical after December
        31 of the Calendar Year of Proration, Purchaser shall furnish to Seller
a statement, certified to be true and correct by Purchaser,
    setting forth all Operating Expenses incurred by Purchaser during the period
    beginning on the Closing and ending on the last day of the Calendar Year
    of Proration and all reimbursements received during such period by Purchaser,
    as landlord, under the Lease for Tenant’s share of Reimbursable Expenses
  for the Calendar Year of Proration.



17







 


  (f)           	Final Closing Adjustment.
      No later than one year from the Closing Date, Seller and Purchaser shall
      make a final adjustment to the prorations (the “Final Closing Adjustment”).
The Final Closing Adjustment shall be made in the following manner: 


  
    (i)            General.
        All adjustments or prorations which could not be determined at the Closing
        because of the
      lack of actual statements, bills or invoice for the current period, the
      year-end adjustment of Additional Rent or any other reason shall be made
      as a part of the Final Closing Adjustment. Any net adjustment in favor
      of Purchaser shall be paid in cash or cash equivalent by Seller to Purchaser
      no later than twenty (20) days after the Final Closing Adjustment. Any
      net adjustment in favor of Seller shall be paid in cash or cash equivalent
      by Purchaser to Seller no later than twenty (20) days after the Final Closing
    Adjustment.

  (ii)            No
          Further Adjustments. The Final Closing Adjustment shall be
          conclusive and binding upon Seller and Purchaser and Seller and Purchaser
          hereby waive any right to contest after the Final Closing Adjustment
          any prorations, apportionments or adjustments to be made pursuant to
    this Section.


 (g)           	Closing Costs.
          Purchaser and Seller shall each pay their own legal fees related to the
          preparation of this Agreement and all documents required to settle the
          transaction contemplated hereby. Purchaser shall pay (i) all costs associated
          with its due diligence, including the cost of appraisals, architectural,
          engineering, credit and environmental reports, and (ii) one-half of all
          transfer taxes. Seller
    shall pay (i) one-half of the transfer tax, (ii) the cost of obtaining the
    Title Commitment and an owner’s policy of title insurance in the amount
          of the Purchase Price, and (iii) the cost of the Updated Survey. All
    other customary purchase and sale closing costs shall be paid by Seller or
    Purchaser
          in accordance with the custom in the jurisdiction in which the Property
    is located.



 SECTION 8.5.           	Possession.  Possession of the Property shall be delivered to Purchaser by Seller at the Closing, subject only to the Ground Lease, the
Operating Agreement, rights arising under the Contracts assumed by Purchaser and the other Permitted Exceptions. Seller and Purchaser covenant and agree to execute, at Closing, a written notice of the acquisition of the Property by Purchaser, in
sufficient copies for transmittal to the Tenant and properly addressed to the Tenant. Such notice shall be prepared by Purchaser and approved by Seller, shall notify the Tenant of the sale and transfer and shall contain appropriate instructions
relating to the payment of future rentals, the giving of future notices, and other matters reasonably required by Purchaser or required by law. Unless a different procedure is required by applicable law, in which event such laws shall be
controlling, Purchaser agrees to transmit or otherwise deliver such letters to the Tenant promptly after Closing.


18








ARTICLE 9

  Real
      Estate Commission

SECTION 9.1.           	Commissions.
    If and when, but only if and when, the Closing is completed and the Purchase
    Price is paid in full, Seller shall be obligated to pay a real estate commission
    and/or brokerage fee to Seller’s Broker in accordance with a separate agreement between Seller and Seller’s Broker. Seller’s Broker shall indemnify Seller and Purchaser against all claims, costs and liability relating to any broker or other person claiming by, through or under
  Seller’s Broker.  Such commissions shall be paid in full at Closing.  By execution of this Agreement, Seller’s
Broker agrees to the foregoing matters.

Seller and Purchaser represent and warrant to each other that no other brokerage fee or real estate commission is or shall be due or owing in connection with this transaction, and Seller and Purchaser hereby indemnify and hold the
other harmless from any and all claims of any other broker or agent based on action or alleged action of the other.  The provisions of this paragraph shall survive the Closing.



ARTICLE 10

Termination and Default

SECTION 10.1.           	Termination without Default.
      If the sale of the Property is not consummated because of the failure of
      any condition precedent to
Purchaser’s obligations expressly set forth in this Agreement or for any
other reason except a default by Purchaser in its obligation to purchase the
Property in accordance with the provisions of this Agreement, and provided that
Purchaser has performed or tendered performance of all of its material obligations
under this Agreement, the Deposit shall promptly be returned to Purchaser.

SECTION 10.2.	           Purchaser’s
        Default.
      If the sale contemplated hereby is not consummated because of a default
      by Purchaser in its obligation to purchase the Property in accordance with
      the terms of this Agreement after Seller has performed or tendered performance
      of all of its material obligations in accordance with this Agreement, then:
      (a) this Agreement shall
terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated
      damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further
obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE
PARTIEs’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED
BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE
UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE
CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT
THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.8, PURCHASER AND SELLER
AGREE THAT SELLER’s RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’s SOLE REMEDY, AT LAW
AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT.


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SECTION 10.3.           Seller’s Default.
    If Purchaser shall have performed or tendered performance of all of its material
    obligations under this Agreement, and Seller defaults in its obligation to
    sell the Property to Purchaser in accordance with the terms of this Agreement,
    then, Purchaser may, as its sole and exclusive remedy at law or in equity:
    (a) terminate this
  Agreement by giving written notice thereof to Seller, in which event the Deposit
    will promptly be returned to Purchaser and the parties shall have no further
    obligation to each other except for Purchaser’s Surviving Obligations;
    (b) waive such default and consummate the transactions contemplated hereby
    in accordance with the terms of this Agreement; or (c) specifically enforce
    this Agreement. Purchaser hereby irrevocably waives any other right or remedy
for such default.

SECTION 10.4.	           Breach of Representations.  Seller and Purchaser agree that, following the Closing, each shall be liable for the direct, but not consequential
  or punitive, damages resulting from any breach of its representations and warranties expressly set forth in Article 7 hereof; provided, however, that (i) the total liability of Seller for
  all such breaches and any matters relating thereto shall not, in the aggregate, exceed an amount equivalent to the Purchase Price; (ii) the total liability of Purchaser for all such breaches and any matters relating thereto shall not, in the
  aggregate, exceed an amount equivalent to the Purchase Price; (iii) such representations and warranties are personal to Seller and Purchaser and may not be assigned to or enforced by any other Person, other than to an assignee of Purchaser in
accordance with Section 11.3; and (iv) the representations and warranties of Seller set forth in this Agreement or in any document or certificate delivered by Seller in connection herewith shall survive the Closing for a
  period of one (1) year, and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if a legal proceeding is not commenced within that time.  Notwithstanding the foregoing, Seller shall have no liability for any such
  breach: (a) regarding which Purchaser or its attorneys, agents or consultants, had actual knowledge prior to Closing; or (b) that was disclosed (i) in this Agreement or any exhibit hereto, (ii) in the Reports, or (iii) in any other document, study
  or report delivered or made available to Purchaser or its attorneys, consultants or agents before the Closing, including any certificate referred to in Section 8.2(f) or any estoppel
  certificate. The disclosure or expression of any facts, claims or information by Tenant in its estoppel certificate shall not be deemed a material variation from the form required if such facts, claims or information were disclosed to Purchaser by
letter from Seller before the Effective Date or as part of the Rent Roll.


ARTICLE 11

Miscellaneous

SECTION 11.1.           	Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated
herein, and it supersedes all prior discussions, understandings or agreements between the parties. All Exhibits and Schedules attached hereto are a part of this Agreement and are incorporated herein by reference.

SECTION 11.2.           Binding On Successors and Assigns.  Subject to Section 11.3, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


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SECTION 11.3.           Assignment by Purchaser.
    Without the prior written consent of Seller, Purchaser shall not, directly
    or indirectly, assign this Agreement or any of its rights hereunder. Any
    attempted assignment in violation hereof shall, at the election of Seller,
    be of no force or effect and shall constitute a default by Purchaser. Notwithstanding
    the foregoing, Purchaser may assign its rights under this
  Agreement subject to the following conditions: (a) the assignment must be to
    a limited partnership, limited liability company or other entity controlled
    by Purchaser or the owners of Purchaser as of the date hereof and in which
    Purchaser or the owners of Purchaser as of the date hereof own, directly
    or indirectly, at least a 51% interest; (b) such assignee must assume all
    of Purchaser’s obligations hereunder in a manner
  reasonably acceptable to Seller and become jointly and severally liable with
    Purchaser for all such obligations; and (c) at least five (5) days prior
    to the proposed assignment, Purchaser shall provide Seller with notice thereof
and evidence that the foregoing conditions are satisfied.

SECTION 11.4.	           Waiver. The excuse or waiver of the performance by a party of any obligation of the other party under this Agreement shall only be effective if
  evidenced by a written statement signed by the party so excusing or waiving. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by Seller or Purchaser of the breach of any covenant of this Agreement shall be
construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement.

SECTION 11.5.           	Governing Law.


  (a)            This
      Agreement shall be construed and the rights and obligations of Seller and
      Purchaser hereunder determined in accordance with the internal laws of
    the State of Ohio.

  (b)            In
      recognition of the benefits of having any disputes with respect to this
      Agreement resolved by an experienced and expert person, Seller and Purchaser
      hereby agree that any suit, action, or proceeding, whether claim or counterclaim,
      brought or instituted by any party hereto on or with respect to this Agreement
      or which in any way relates, directly or indirectly, to this Agreement
      or any event, transaction, or occurrence arising out of or in any way connected
      with
    this Agreement or the Property, or the dealings of the parties with respect
      thereto, shall be tried only by a court and not by a jury. EACH PARTY HEREBY
      EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION,
    OR PROCEEDING.



SECTION 11.6.           	Counterparts. This Agreement may be executed in any number of counterparts and it shall be sufficient that the signature of each party appear
on one or more such counterparts. All counterparts shall collectively constitute a single agreement.

SECTION 11.7.	           Notices. All notices or other communications required or provided to be sent by either party shall be in writing and shall be sent by: (i) by
United States Postal Service, certified mail, return receipt requested, (ii) by any nationally known overnight delivery service for next day delivery or (iii) delivered in person. All notices shall be deemed to have been given upon receipt. All
notices shall be addressed to the parties at the addresses below:


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	 	To Seller:	Northgate Investments, LLC
	 	 	c/o David Hocker and Associates, Inc.
	 	 	1901 Frederica Street
	 	 	Owensboro, Kentucky 42301-4818
	 	 	Attn: David E. Hocker
	 	 	 
	 	and with a copy to:	Wyatt, Tarrant & Combs, LLP
	 	 	500 West Jefferson Street
	 	 	Louisville, Kentucky 40202-2298
	 	 	Attn: Leo F. Camp, Esq.
	 	 	 
	 	To Purchaser:	FMP Northgate Outparcel LLC
	 	 	c/o Feldman Mall Properties, Inc.
	 	 	3225 North Central Avenue, Suite 1205
	 	 	Phoenix, Arizona 85012
	 	 	Attn: Jeffrey Erhart, Esq.
	 	 	Telecopy: (602) 277-7774
	 	 	Phone: (602) 277-5559
	 	 	 
	 	with a copy to:	Taft, Stettinius & Hollister LLP
	 	 	1800 U.S. Bank Tower
	 	 	425 Walnut Street
	 	 	Cincinnati, Ohio 45202-3957
	 	 	Attn: Stephen M. Griffith, Jr.
	 	 	Telecopy: (513) 381-0205
	 	 	Phone: (513) 357-9312


Any address or name specified above may be changed by notice given to the addressee by the other party in accordance with this Section 11.7. The inability to deliver
notice because of a changed address of which no notice was given as provided above, or because of rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or
rejection or refusal to accept. Any notice to be given by any party hereto may be given by the counsel for such party.

SECTION 11.8.	           Attorneys’ Fees.
      In the event of a judicial or administrative proceeding or action by one
      party against the other party with respect to the interpretation or enforcement
      of this Agreement, the prevailing party shall be entitled to recover reasonable
      costs and expenses including reasonable attorneys’ fees and expenses, whether at the investigative, pretrial, trial or appellate level. The prevailing party shall be determined by the court based upon an assessment of which party’s
major arguments or position prevailed.

SECTION 11.9.           	Time
        Periods. Any reference in this Agreement to the time for the
        performance of obligations or elapsed time shall mean consecutive calendar
         days, months, or years, as applicable. In the event the time for performance
        of any obligation hereunder expires on a day that is not a Business Day,
        the time for performance shall be extended to the next Business Day.


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SECTION 11.10.           	Modification of Agreement. No modification of this Agreement shall be deemed effective unless in writing and signed by both Seller and
Purchaser.

SECTION 11.11.           	Further Instruments. Each party, promptly upon the request of the other, shall execute and have acknowledged and delivered to the other or to
Escrow Agent, as may be appropriate, any and all further instruments reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement and which are consistent with the provisions of this Agreement.

SECTION 11.12.           	Descriptive
        Headings; Word Meaning.
    The descriptive headings of the paragraphs of this Agreement are inserted
    for convenience only and shall not control or affect the meaning or construction
    of any provisions of this Agreement. Words such as “herein” , “    hereinafter”    ,
    “hereof”    and
     “hereunder” when
used in reference to this Agreement, refer to this Agreement as a whole and not
merely to a subdivision in which such words appear, unless the context otherwise
requires. The singular shall include the plural and the masculine gender shall
include the feminine and neuter, and vice versa, unless the context otherwise
requires. The word “ including” shall
not be restrictive and shall be interpreted as if followed by the words “without
limitation.”

 SECTION 11.13.	           Time of the Essence.
    Time is of the essence of this Agreement and all covenants and deadlines
    hereunder. Without limiting the foregoing, Purchaser and Seller hereby confirm
    their intention and agreement that time shall be of the essence of each and
    every provision of this
  Agreement, notwithstanding any subsequent modification or extension of any
    date or time period that is provided for under this Agreement. The agreement
    of Purchaser and Seller that time is of the essence of each and every provision
    of this Agreement shall not be waived or modified by any conduct of the parties,
    and the agreement of Purchaser and Seller that time is of the essence of
    each and every provision of this Agreement may only be modified or waived
    by the express written agreement of
  Purchaser and Seller that time shall not be of the essence with respect to
    a particular date or time period, or any modification or extension thereof,
    which is provided under this Agreement.

SECTION 11.14.	           Construction of Agreement.  This Agreement shall not be construed more strictly against one party than against the other merely by virtue of
the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both Purchaser and Seller have contributed substantially and materially to the preparation of this Agreement.

SECTION 11.15.	           Severability.
    The parties hereto intend and believe that each provision in this Agreement
    comports with all applicable local, state and  federal laws and judicial
    decisions. If, however, any provision in this Agreement is found by a court
    of law to be in violation of any applicable local, state, or federal law,
    statute, ordinance, administrative or judicial decision, or public
policy, or if in any other respect such a court declares any such provision to
    be illegal, invalid, unlawful, void or unenforceable as written, then it
    is the intent of all parties hereto that, consistent with and with a view
    towards preserving the
economic and legal arrangements among the parties hereto as expressed in this
    Agreement, such provision shall be given force and effect to the fullest
    possible extent, and that the remainder of this Agreement shall be construed
    as if such illegal, invalid, unlawful, void, or unenforceable provision were
    not contained herein, and that the rights, obligations, and interests of
    the parties under the remainder of this Agreement shall continue in full
  force and effect.


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SECTION 11.16.           	No Recording.
      The provisions hereof shall not constitute a lien on the Property. Neither
      Purchaser nor its agents or representatives shall record or file this Agreement
      or any notice or memorandum hereof in any public records. If Purchaser
      breaches the foregoing provision, this Agreement shall, at Seller’s
      election, terminate, and Seller shall retain the Deposit in accordance
      with Section 10.2. Purchaser hereby irrevocably appoints Seller as its true and lawful attorney-in-fact, coupled with an
interest, for the purpose of executing and recording such documents and performing such other acts as may be necessary to terminate any recording or filing of this Agreement in violation of this provision.

SECTION 11.17.           	No Implied Agreement. Neither Seller nor Purchaser shall have any obligations in connection with the transaction contemplated by this
Agreement unless both Seller and Purchaser, each acting in its sole discretion, elects to execute and deliver this Agreement to the other party. No correspondence, course of dealing or submission of drafts or final versions of this Agreement between
Seller and Purchaser shall be deemed to create any binding obligations in connection with the transaction contemplated hereby, and no contract or obligation on the part of Seller or Purchaser shall arise unless and until this Agreement is fully
executed by both Seller and Purchaser. Once executed and delivered by Seller and Purchaser, this Agreement shall be binding upon them notwithstanding the failure of Escrow Agent or any broker or other Person to execute this Agreement.


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IN WITNESS WHEREOF, Seller and Purchaser
  hereto have executed this Agreement as of the date first written above.




  	SELLER:

	       
	NORTHGATE INVESTMENTS, LLC,
	a Kentucky limited liability company
	 
	By:        HOCKER NORTHGATE HOLDINGS II,
	                INC.,
      a Kentucky corporation,
	                its Managing Member
	 
	              By:
            _____________________________

	                      David E. Hocker, President 
	 
	 
	PURCHASER:

	       
	FMP NORTHGATE OUTPARCEL LLC,
	   a Delaware limited liability company
	 
	By: ___________________________________
	       
	Name: _________________________________
	       
	Title: __________________________________
	       
	 
	The Broker is executing this Agreement
          solely
	to acknowledge its obligations under Section
            9.1.
	 
	SELLER’S BROKER:
	       
	GRANITE PARTNERS, LLC
	 
	By: ___________________________________
	       
	Name: _________________________________
	       
	Title: __________________________________
	       




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RECEIPT BY THE ESCROW AGENT

This Agreement, fully executed by both Seller and Purchaser, has been received by the Escrow Agent this ____ day of April, 2005 and by execution hereof, Escrow Agent hereby covenants and agrees to be bound by the terms of this
Agreement that are applicable to it.




  	ESCROW AGENT:

	       
	STEWART TITLE GUARANTY COMPANY
	 
	 
	By: ___________________________________

	       
	Name: _________________________________

	       
	Title: __________________________________

	       




 

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