exhibit105


     

     

    
 

    AGREEMENT
      OF PURCHASE AND SALE

    AND
      JOINT ESCROW INSTRUCTIONS

    


    BY
      AND
      BETWEEN

    


    SECURED
      DIVERSIFIED INVESTMENT, LTD.

    A
      Public
      Corporation in Nevada

    


    AND

    


    DENVER
      FUND I, LTD.

    A
      Colorado Limited Partnership

    


    AS
      SELLER

    


    AND

    


    RAY
      KOROGHLI or ASSIGNEE

    


    AS
      BUYER

    


    RELATING
      TO

    


    CANNERY
      WEST SHOPPING CENTER

    


    DATED
      AS
      OF

    


    July
      1,
      2005


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    PURCHASE
      AND SALE AGREEMENT

    AND
      JOINT ESCROW INSTRUCTIONS

    


    THIS
      PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is
      entered into as of the 1st day of July, 2005 by and between Secured Diversified
      Investment, LTD., a public Nevada corporation as to an undivided 51% interest
      and Denver Fund I, LTD., A Colorado Limited Partnership as to an undivided
      49%
      interest (“Sellers”), and Ray Koroghli or assignee (“Buyer”).

    


    RECITALS

    


    A. Seller
      is
      the owner of that certain real property with improvements Thereon, excluding
      the
      monument sign at the corner of Pecos and Tropicana, consisting of a retail
      shopping center located at 3475 E. Flamingo Road “The Cannery West Shopping
      Center”, approximately 3.44 acres of land, located in the City of Las Vegas,
      County of Clark, State of Nevada (“Property”), depicted on the site plan
      attached as Exhibit “A-1” and “A-2” attached hereto and incorporated herein by
      this reference.

    


    B. Buyer
      desires to purchase from Seller and Seller desires to sell to Buyer the Real
      Property.

    


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

    


    SECTION
      1

    Defined
      Terms

    


    In
      addition to terms defined elsewhere in this Agreement, the following terms
      are
      defined as follows:

    


    1.1
      Unless extended, “Closing”
      or
“Closing
      Date”
      means
      August 1, 2005 the close of Escrow (as defined below).

    


    1.2
      “Deed”
      shall
      have the meaning given in section 6.1(a).

    


    1.3
      “Deposit”
      means
      the Fifty Thousand U.S. Dollars ($50,000) and the Extension Payment, if
      applicable, plus any interest earned thereon.

    


    1.4
      “Escrow”
      shall
      have the meaning given to it in Section 4.1.

    


    1.5
      “Escrow
      Holder”
      means
      Alliance Title, 18831 Von Karman, Suite #380, Irvine, California. Attention:
      Brenda Selz Burnett. The underwriter to issue an insured closing letter (closing
      protection) to benefit Buyer.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.6
      “Extension
      Payment”
      means
      the Sum of Fifty Thousand Dollars ($50,000) which may be paid pursuant to
      section 2.4.

    


    1.7
      “Hazardous
      Materials”
      shall
      have the meaning given in Section 5.1.

    


    1.8
      “Intangible
      Property”
      shall
      mean all intangible property now owned by Seller between the date hereof and
      the
      Closing used solely in connection with the Property, including: (I) all
      guarantees, warranties related to the operation and maintenance of the Property;
      (II) all air rights, excess floor area rights and other development rights
      relating to the property; (III) assignable licenses and governmental permits
      related to the Property; and (IV) all trademarks and trade names to the extent
      licensable or assignable by Seller.

    


    1.9
      “Lease”
      shall
      have the meaning given in Section 2.1.

    


    1.10
      “New
      Loan”
      shall
      have the meaning given in Section 2.1

    


    1.11
      “Opening
      of Escrow”
      shall
      have the meaning given in Section 4.1

    


    1.12
      “Permitted
      Exceptions”
      shall
      have the meaning given in Section 7.

    


    1.13
      “Purchase
      Price”
      means
      Nine Million Five Hundred Thousand U.S. Dollars ($9,500,000)

    


    1.14
      “Rent
      Concessions”
      shall
      have the meaning given in Section 2.5.

    


    1.15
      “Security
      Deposits”
      shall
      have the meaning given in Section 2.1

    


    1.16
      “Service
      Contracts”shall
      have the meaning given in Section 2.1

    


    1.17
      “Title
      Policy”shall
      have the meaning given in Section 11

    


    1.18
      “to
      the Best of Seller’s Knowledge”
      means
      the actual knowledge of any principles of Seller.

    


    SECTION
      2

    Purchase
      and Sale

    


    2.1 Purchase
      of Property.
      Upon
      and subject to the terms and conditions set forth in this Agreement, Seller
      agrees to sell to Buyer and Buyer agrees to buy from Seller at Closing; (a)
      the
      Property, together with all easements, hereditaments and appurtenances thereto,
      and including Intangible Property (b) subject to the conditions hereinafter
      set
      forth, all leases, lease guarantees (if any), licenses and other agreements
      pertaining to space in the improvements on the Property (collectively, the
      “Leases”
      and
      individually a “Lease”) and the interest of Seller thereunder together with the
      security deposits (the Security
      Deposits”)
      and
      prepaid rents made to 


    
      
        
        

      

      
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    the
      Seller by the tenants or other occupants thereunder, if any, and (c) subject
      to
      the conditions hereinafter set forth, those assignable service, maintenance
      and
      other agreements necessary for the operation of the Property (the “service
      Contracts”.

    


    2.2 Obtaining
      Note and Deed of Trust.

    


    (a) As
      a part
      of the purchase of the property and the consummation of this Purchase Agreement,
      Buyer shall immediately apply for an institutional loan at market interest
      rate
      and terms at Buyer’s sole cost and expense. Buyer shall have until August 1,
      2005 to obtain purchase money financing at the highest loan to value ratio
      offered by Lender(s) (the “New Loan”). If Buyer is unable to obtain the New Loan
      by such date despite its commercial best efforts, Buyer may terminate this
      Agreement and receive a return of the Deposit.

    


    (b) Buyer
      shall have completed all of the application documentation applied for the loan
      described in 2.2(a) on or before August 1, 2005.

    


    (c) Buyer
      shall pay all costs and expenses incurred and related to the New Loan,
      including, without limitation, any fees, costs or expenses incurred by Buyer
      or
      any of Buyer’s affiliates, including, without limitation, the lender’s attorney’
      fees if any.

    


    2.3 Existing
      Loan.
      Seller
      shall be obligated to pay in full all existing loans and encumbrances with
      respect to the Property to allow Buyer to obtain new financing with respect
      to
      the Property. Buyer and Seller agree to share equally with the prepayment
      penalties of the existing financing on the Property, said prepayment penalty
      total not to exceed $500,000.

    


    2.4 Extension
      of Closing.
      Buyer
      may extend the Closing from September 3 2005, to October 1, 2005 by delivering
      to Escrow Holder on or before September 3 2005, (a non-refundable Fifty Thousand
      Dollars ($50,000) (the “Extension Payment”) which shall be deemed part of the
      Deposit (and subject to the provisions of Section 3 hereof) and immediately
      delivered to Seller in the same manner as provided in Section 3.2.

    


    2.5 Credit
      for Rent Credits Given to Tenants.
      Seller
      shall give to Buyer at Closing a credit against the Purchase Price for all
      unamortized (or unused) rent concessions (“Rent Concessions”) granted to tenants
      under the leases.

    


    SECTION
      3

    Purchase
      Price

    


    The
      Purchase Price for the Property shall be paid as follows:

    


    3.1 Deposit.
      Buyer
      shall deliver the Initial Deposit in cash or other immediate available U.S.
      funds into Escrow within five (5) business days after the Opening of Escrow.
      Escrow holder shall invest the Deposit in an interest bearing account and
      accrued interest will be for the account of Buyer except as otherwise provided
      in this Agreement, provided, however, that any accrued interest earned thereon
      will be applied against the Purchase Price and will be released to Seller
      subject to the terms of this Agreement.


    
      
        
        

      

      
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    3.2 Delivery
      of
      Deposit.
      If Buyer
      has terminated this Agreement by written notice to Seller and Escrow Holder
      prior to the expiration of the Due Diligence Period in accordance with the
      terms
      of this Agreement, Escrow Holder shall promptly return the Deposit and all
      interest thereon to Buyer, less Escrow Holder’s normal and customary escrow
      cancellation charges (if any), which shall be paid by buyer. Following the
      expiration of the Due Diligence Period, the Deposit and the accrued interest
      thereon shall be refundable to Buyer only upon Seller’s default, failure of any
      condition precedent set forth in Section 8.1 of this Agreement, or any
      condemnation, damage or destruction that allows termination as specifically
      set
      forth herein. Unless Buyer has terminated this Agreement in accordance with
      this
      Section 3.2, Escrow Holder shall, within two (2) business days following the
      expiration of the Due Diligence Period (August 31), deliver the entire Deposit
      of Fifty Thousand U.S. Dollars ($50,000) to Seller, as non-refundable
      funds.

    


    3.3 Balance
      of Purchase Price.
      On or
      before the Closing Date, Buyer shall deposit into Escrow the balance of the
      Purchase Price as follows:

    


    (a) The
      amount which is the sum of the Purchase Price, less the Deposit(s), and less
      any
      credits accruing to Buyer for Security Deposits, Rent Concessions and less
      any
      prorations as agreed upon in this Agreement, in the form of cash, bank cashier’s
      check, confirmed wire transfer of funds, or other immediate available funds
      from
      the funding of the New Loan plus funds of Buyer as necessary; and 

    


    (b)
      Any
      other sums that are necessary to close and required hereunder to be paid by
      Buyer.

    


    SECTION
      4

    Escrow

    


    4.1 Opening
      of Escrow.
      Within
      three (3) days after the execution of this Agreement, Buyer and Seller shall
      open an escrow account (the “Escrow”) with the Escrow Holder by delivering to
      Escrow Holder a fully executed copy of this Agreement (the “Opening
      of Escrow”).
      The
      date of Opening of Escrow will be filled in by Escrow Holder in the “Joinder BY
      Escrow Holder” section at the end of this Agreement, which date, as determined
      by Escrow Holder, shall be binding on Seller and Buyer. The purchase and sale
      of
      the Property will be completed through Escrow. Buyer and Seller agree to execute
      any additional instructions reasonably required by the Escrow Holder. If there
      is a conflict between any printed escrow instructions and this Agreement, the
      terms of this Agreement will govern. No cancellation or other provision of
      any
      printed escrow instructions shall extend the Closing Date or provide either
      party with any grace period not provided in this Agreement.

    


    4.2 Cancellation
      of Escrow.
      In the
      event that the Closing does not occur at the time and in the manner provided
      in
      this Agreement because of the default of one of the parties, the non-defaulting
      party shall have the right to cancel the Escrow by written notice to the
      defaulting party and to the Escrow Holder. All costs of cancellation of Escrow
      shall be paid by the defaulting party. In the event of a default by Seller,
      Buyer shall be entitled to (a). A return by the 


    
      
        
        

      

      
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    Escrow
      Holder of the Deposit plus any interest which has accrued thereon subject to
      Section 15.1 or (b). to pursue an action for specific performance. In the event
      of a default by Buyer, Seller shall be entitled to the Deposit plus any interest
      which has accrued thereon subject to Section 15.2. If the Closing does not
      take
      place for any reason other than a default by Seller or the failure of a
      condition precedent set forth in Section 8.1, or as a result of any
      condemnation, damage or destruction that allows termination as specifically
      set
      forth herein the cancellation costs shall be shared equally by Buyer and Seller,
      and Buyer shall be entitled to the Deposit plus accrued interest.

    


    SECTION
      5

    Representations
      and Warranties

    


    5.1 Seller’s
      Representations.
      To the
      best of Seller’s knowledge, Seller represents and warrants to Buyer as of the
      date hereof and as of the date of Closing as follows:

    


    (a) Without
      the prior written consent of Buyer, Seller will not convey any interest in
      the
      Property, and Seller will not subject the Property to any additional liens,
      encumbrances, covenants, conditions, easements, rights of way or similar matters
      after the date of this Agreement, except for the Permitted Exceptions and as
      may
      be otherwise provided for in this Agreement, which will not be eliminated before
      Closing.

    


    (b) The
      schedule of Service Contracts provided to Buyer lists all such contracts
      affecting the Property. Seller is not in default under any of the Service
      Contracts.

    


    (c) Seller
      is
      a duly formed and validly existing public corporation in good standing pursuant
      to the laws of the State of Nevada and a duly formed and validly existing
      Colorado Limited Partnership in good standing pursuant to the laws of Colorado
      and has the full power, authority and legal right to execute and deliver and
      perform under this Agreement.

    


    (d) The
      execution and delivery of this Agreement, the consummation of the transactions
      provided for herein and the fulfillment of the terms hereof on the part of
      Seller will not result in a breach of any instrument to which Seller is a party
      or by which Seller is bound or of any judgment, decree or order of any court
      or
      governmental body or any law, rule or regulation applicable to
      Seller.

    


    (e) The
      execution, delivery and performance of this Agreement by the person or persons
      executing the same on behalf of Sellers have been duly and validly authorized
      (and by their execution hereof such person or persons individually represent
      and
      warrant that they are so authorized) and to the best of Seller’s knowledge, this
      Agreement and the other agreements and instruments contemplated hereby
      constitute legal, valid and binding obligations of Seller, enforceable in
      accordance with their respective terms.

    


    (f) No
      consent, approval or authorization of any governmental Authority is required
      in
      connection with the execution, delivery and performance of this Agreement by
      Seller.


    
      
        
        

      

      
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    (g) All
      statements made and all information given to Buyer pursuant to this Agreement
      and any schedules and exhibits related hereto are true and accurate in every
      material respect.

    


    (h) Seller
      will convey to Buyer good, marketable, and insurable fee simple title to the
      Property, free and clear of all liens, claims, covenants, conditions,
      restrictions, rights of way, easements, options, licenses, judgments and
      encumbrances of any kind, except the Permitted Exceptions.

    


    (i) Seller
      has not received any notice front any governmental authority that the Property
      is currently in violation of any federal, state or local law or
      ordinance,

    


    (j) Seller
      has not disposed upon the Property any Hazardous Materials (as defined below)
      on
      or below the surface of the Property including, without limitation,
      contamination of the soil, subsoil or groundwater, and, to the Best of Seller’s
      knowledge, the Property is not in violation of any law, rule or regulation
      of
      any government entity having jurisdiction thereof or which exposes Buyer to
      liability to third parties. Neither Seller nor, to the Best of Seller’s
      knowledge, any third party has used the Property or any portion thereof for
      the
      production, disposal or storage of any Hazardous Materials and there has not
      been any proceeding or inquiry by any Governmental authority with respect to
      the
      presence of such Hazardous Materials on the Property or any portion thereof
      To
      the Best of Seller’s knowledge, no construction material used in any
      Improvements contains any substance or material presently known to be toxic
      or
      hazardous.

    


    For
      the
      purposes of this Agreement, the term “Hazardous
      Materials”
      means
      and includes any flammable explosives, radioactive material or hazardous, toxic
      or dangerous waste, substance or related material or any other chemical,
      material or substance, exposure to which is prohibited, limited or regulated
      by
      a Federal, State, County, regional or local authority or which, even if not
      so
      regulated, may or could pose a hazard to the health and safety of the occupants
      of the Property, including, but not limited to, substances defined as such
      in
      (or for purposes of) the Comprehensive Environmental Response, Compensation,
      and
      Liability Act, as amended, 42 U.S.C. 1801 et seq., the Resource Conservation
      and
      Recovery Act, 42 U.S.C. 6901 et seq., and any so called “Superfund” or
“Superlien” law, or any other federal, state or local statute, law, ordinance,
      code, rule, regulation, order or decree regulating or imposing liability or
      standards of conduct concerning, any hazardous, toxic or dangerous waste,
      substance or material. Seller strongly recommends Buyer to obtain a Phase One
      (1) at Buyer’s expense.

    


    (k) Seller
      is
      not aware of any design defects, structural flaws, or deferred maintenance
      with
      respect to the buildings located on the Property.

    


    5.2 Buyers
      Representations.
      Buyer
      represents and warrants to Se]ler as of the date hereof and as of the date
      of
      Closing as follows:


    
      
        
        

      

      
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    (a) The
      execution and delivery of this Agreement, the consummation of the transaction
      provided for herein and the fulfillment of the terms hereof on the part of
      Buyer
      will not result in a breach of any instrument to which Buyer is a party or
      by
      which Buyer is bound or of any judgment, decree or order of any court or
      governmental body or any law, rule or regulation applicable to
      Buyer.

    


    (b) The
      execution and delivery and performance of this Agreement by the person or
      persons executing the same on behalf of Buyer have been duly and validly
      authorized (and by theft execution hereof such person or persons individually
      represent and warrant that they are so authorized) and, to the best of Buyer’s
      knowledge, this Agreement and other agreements and instruments contemplated
      hereby constitute legal, valid and binding obligations of Buyer, enforceable
      in
      accordance with their respective terms.

    


    (c) No
      consent, approval or authorization of any governmental authority or private
      party is required in connection with the execution, delivery and performance
      of
      this Agreement by Buyer.

    


    5.3 Reliance.
      The
      representations and warranties contained herein are made with the knowledge
      and
      expectation that the Buyer and Seller, as the case may be, are placing complete
      reliance thereon.

    


    5.4 Survival.
      The
      representations and warranties contained herein shall survive the
      Closing.

    


    SECTION
      6

    Deliveries
      to Escrow Holder

    


    6.1 By
      Seller.
      On or
      prior to the Closing Date, Seller shall deliver or cause to be delivered to
      Escrow Holder the following items:

    


    (a) A
      schedule of all cash and non-cash (if any) Security Deposits.

    


    (b) A
      rent
      roll for the Property current as of the Month in which the Closing occurs
      identifying the tenant, the monthly rent, the status of payment of rent and
      deposits made by the tenant.

    


    (c) The
      originals of all Leases, Service Contracts and warranties in the possession
      of
      the Seller.

    


    (d) An
      Assignment of Leases and Security Deposits and Assumption Agreement, in a form
      reasonably acceptable to Buyer, assigning to Buyer Seller’s interest in the
      Leases and the Security Deposits.


    
      
        
        

      

      
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    (e) An
      Assignment and Assumption of Service Contracts, in a form reasonably acceptable
      to Buyer, assigning to Buyer all Seller’s rights and obligations under the
      assignable Service Contracts.

    


    (f) An
      Assignment of Seller’s rights under any third party warranties pertaining to the
      property, in a form reasonably acceptable to Buyer.

    


    (g) To
      the
      extent they are then in Seller’s possession and not posted at the Property,
      certificates, licenses, permits, authorizations and approvals issued for or
      with
      respect to the Property by governmental and quasi-governmental authorities
      having jurisdiction over the Property.

    


    (h) Any
      other
      documents required by this Agreement to be delivered to Buyer or Escrow
      Holder.

    


    (i) Possession
      of the Property and all keys in possession of Seller.

    


    (j) Evidence
      reasonably acceptable to Buyer that the documents delivered by Seller to Buyer
      at Closing have been duly authorized by Seller, duly executed on behalf of
      Seller, and when delivered constitute valid and binding obligations of
      Seller.

    


    (k) An
      estoppel certificate from at least one hundred percent (100%) of the tenants
      at
      the Property (the “Estoppels”)
      provided, however, if despite Seller’s reasonable efforts to obtain the
      Estoppels, Seller is unable to do so, Seller may deliver an estoppel certificate
      of Seller wherein Seller represents and warrants to Buyer as to matters that
      would have been stated in the Estoppel had the same been delivered by the
      respective tenant. Seller shall have the right to substitute any estoppel
      certificate of Seller with the Estoppel if such Estoppel is received by Buyer
      within sixty (60) days of closing.

    


    6.2 By
      Buyer.
      On or
      prior to the Closing Date, Buyer will deliver or cause to be delivered to Escrow
      Holder the following items:

    


    (a) The
      balance of the Purchase Price plus any other sums necessary to Close and
      required hereunder to be paid by Buyer, in the form of cash, wire transfer,
      cashier’s check, or other immediate available funds.

    


    (b) An
      assumption of all the obligations of Seller under the Leases, and under the
      assignable Service Contracts, both in a form reasonably acceptable to
      Seller.

    


    (c) Any
      other
      documents required by this Agreement to be delivered to Seller or Escrow
      Holder.

    


    (d) Evidence
      reasonably acceptable to Seller that the documents delivered by Buyer to Seller
      at Closing have been duly authorized by Buyer, duly executed on behalf of Buyer,
      and when delivered constitute valid and binding obligation of
      Buyer.


    
      
        
        

      

      
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    SECTION
      7

    Permitted
      Exceptions

    


    At
      the
      Closing, fee simple title to the Property shall be conveyed to buyer by Seller
      by Deed, subject only to the following matters (“Permitted
      Exceptions”)

    


    (a) Approved
      Title Matters.
      Matters
      of title respecting the Property Approved or deemed approved by Buyer in
      accordance with this Agreement.

    


    (b) Exceptions
      Created By or With Consent of Buyer.
      Matters
      affecting the condition of title to the Property created by or with the written
      consent of Buyer.

    


    (c) Survey
      Subject to Section 8.1(b), approved items only shown By a survey of the
      Property

    


    (d) Tenant’s
      Rights.
      The
      Leases and the rights of the tenants approved by Buyer, thereunder in existence
      as of the Closing but excluding any right to purchase any part of the
      Property.

    


    (e) Easements.
      Existing
      recorded easements not inconsistent with Buyer’s intended use.

    


    SECTION
      8

    Conditions
      to the Close of Escrow

    


    8.1 Conditions
      Precedent to Buyer’s Obligations.
      The
      following conditions must be satisfied not later than the Closing Date or such
      other period of time as may be specified below and, such, are conditions
      precedent to Buyer’s obligations under Section 6.2

    


    (a) Title
      Seller
      shall furnish to Buyer a preliminary title report for the Property prepared
      by
      the Title Company together with the copies of the documents described in such
      report within five days after opening of Escrow. Buyer will have until 5:00
      p.m.
      Pacific Standard Time on the tenth business day thereafter to examine the
      preliminary title report and the documents and to notify Seller in writing
      of
      any defects in the title. If Buyer fails to notify Seller of any defects, title
      shall be deemed accepted. If Buyer timely notifies Seller of specific defect
      by
      such date, Seller will have seven (7) days after receipt of Buyer’s notification
      of any defect in which to advise Buyer that:

    


    (i) Seller
      will remove any objectionable exceptions to title or obtain appropriate
      endorsements to the Title policy on or before the Closing Date; or

    


    (ii) Seller
      will not cause the exception to be removed

    


    If
      Seller
      advises Buyer that it will not cause the exceptions to be removed, Buyer will
      have five (5) days to elect, as its sole remedy, to:


    
      
        
        

      

      
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    (i)
      proceed with the purchase and acquire the Property subject to such exceptions
      without reduction in the Purchase Price; or

    


    (ii) terminate
      this Agreement by written notice to Seller and the Escrow Holder, in which
      case
      the Deposit and any interest thereon Will be returned to Buyer and the
      cancellation costs will be equally Borne by Seller and by Buyer.

    


    If
      Buyer
      does not give Seller notice of its election within five (5) days, Buyer will
      be
      deemed to have elected to proceed with this transaction.

    


    (b) Review
      of Survey.
      Seller
      will promptly provide to Buyer an ALTA survey for the Property heretofore
      prepared at Seller’s sole cost and expense (Seller may provide a prior as-built
      ALTA survey to Buyer for review while ordering an update to be delivered later
      during the due diligence period). Buyer will have until the expiration of the
      Due Diligence Period to examine the survey and notify Seller in writing of
      any
      defects in the survey. If Buyer fails to notify Seller in writing of any such
      defects, the Buyer is deemed to have accepted the survey and shall proceed
      to
      Closing. If buyer timely notifies Seller of specific defects, Seller will have
      five (5) days after receipt of Buyer’s written notification in which to advise
      Buyer that:

    


    (i) Seller
      will remove any objectionable exceptions to the survey or obtain appropriate
      endorsements to the Title policy on or before the Closing Date; or

    


    (ii) Seller
      will not cause the items to be removed or cured.

    


    If
      Seller
      advises Buyer that it will not cause the exceptions to be removed, Buyer will
      have five (5) days to elect, as its sole remedy; to:

    


    (i) proceed
      with the purchase and acquire the Property subject to such exceptions in the
      survey without reduction in the Purchase Price; or

    


    (ii) terminate
      this Agreement by written notice to Seller and the Escrow Holder. In which
      case
      the Deposit and any interest thereon will be returned to Buyer and the
      cancellation costs will be equally borne by Seller and by Buyer.

    


    If
      Buyer
      does not give Seller, in writing, notice of its election to terminate within
      five (5) days, Buyer will be deemed to have approved this
      transaction.

    


    (c) Representations,
      Warranties and Covenants of Seller.
      Seller
      will have duly performed each and every agreement to be performed by Seller
      hereunder and, subject to the provisions of Section 9 and 10, Seller’s
      representations, warranties and covenants set forth in this Agreement will
      be
      true and correct to the best of Seller’s knowledge as of the Closing
      Date.

    


    (d) Seller’s
      Deliveries.
      Seller
      will have delivered the items described in Section 6.1.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    (e) Title
      Insurance.
      As of
      the Closing, the Escrow Holder will issue or have committed to issue the Title
      Policy to Buyer subject only to the Permitted Exceptions. The conditions set
      forth in this section 3.1 are solely for the benefit of Buyer and may be waived
      only by Buyer. At all times Buyer has the right to waive any condition. Such
      waiver or waivers must be in writing to Seller.

    


    8.2 Conditional
      Precedent to Seller’s Obligations.
      The
      following conditions must be satisfied not later than the Closing Date or such
      other period of time as may be specified below and, as such, are conditions
      precedent to Seller’s obligations under Section 6. 1:

    


    (a) Representations,
      Warranties and Covenants of Buyer.
      Buyer
      will have duly performed each and every agreement to be performed by Buyer
      hereunder and Buyer’s representations, warranties and covenants set forth in
      this Agreement will be true and correct as of the Closing Date.

    


    (b) Buyer’s
      Deliveries.
      Buyer
      shall have delivered to Escrow Holder the items described in Section
      6.2.

    


    The
      conditions set forth in this Section 8.2 are solely for the benefit of Seller
      and may be waived only by Seller At all times Seller has the right to waive
      any
      condition. Such waiver or waivers must be in writing to Buyer. If any conditions
      are not satisfied on or before the Closing Date, Seller has not waived the
      unsatisfied conditions and all conditions precedent to Buyer’s obligations
      hereunder have been satisfied, Buyer will be deemed to be in default, and
      Seller’s sole remedy will be to terminate this Agreement and receive the Deposit
      plus accrued interest.

    


    SECTION
      9

    Due
      Diligence Period

    


    9.1 Due
      Diligence Matters
      Buyer
      shall have the right, at any time up to August 31, 2005 at 5:00 p.m. Pacific
      Standard Time to terminate this Agreement for any reason in Buyer’s sole
      discretion upon written notice to Seller and Escrow Holder. During this time,
      Buyer may, if Buyer chooses to do so, investigate the following
      matters:

    


    (a) the
      physical condition of the Property, including without limitation, soil
      conditions, the status of the Property with respect to asbestos and other
      hazardous and toxic materials, and compliance of the Property with all
      applicable laws, including any laws relating to hazardous and toxic materials.
      Seller will allow Buyer and/or its agents access to the Property to perform
      any
      and all investigations and inspections desired by Buyer (provided that any
      entry
      will be subject to the provisions of Section 14).

    


    (b) 
      All
      applicable governmental ordinances, rules and regulations and evidence of
      Seller’s compliance therewith, including without limitation zoning and building
      regulations;

    


    (c) All
      licenses, permits and other governmental approvals and/or authorizations
      relating to the Property; and


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    (d) All
      leases, agreements, contracts, documents, instruments, reports, surveys, books
      and records relating to the Property in Seller’s possession delivered by Seller
      to Buyer. Buyer shall have the right to verify rents and other income with
      Management Company.

    


    9.2 Documents
      Pertaining to Property.
      Seller
      shall use reasonable efforts to identify and produce to Buyer (or make available
      to Buyer at the office of the manager of the Property) copies of information
      in
      Seller’s possession that is relevant and material to the Property. Buyer
      acknowledges, however, that all information identified or provided must be
      confirmed or verified by Buyer as to accuracy and completeness during the Due
      Diligence Period. In the event this Agreement is cancelled (i) for any reason,
      Buyer shall deliver and quit claim to Seller all materials delivered or made
      available to Buyer and Seller pursuant to this Section 9.2, and (ii) for any
      reason other than a willful default by Seller under this Agreement, Buyer shall
      also deliver and quit claim to Seller for no further consideration all studies
      and reports (including without limitation, any soil reports, environmental
      studies, feasibility studies, engineering data, plans and specifications,
      platting or site plan or related planning materials and marketing reports)
      obtained by Buyer in connection with the Property from sources other than
      Seller.

    


    SECTION
      10

    Property
      “As-Is/Where-Is”

    


    10.1 As-Is/Where-Is
      Purchase.
      Buyer
      acknowledges that during the Due Diligence Period Buyer will have the
      opportunity to conduct such investigations and evaluations of the Property
      and
      to analyze such facts as Buyer deems necessary or appropriate. Buyer
      acknowledges that it is relying solely on the following in concluding the
      transaction contemplated hereunder: (1) any independent investigations conducted
      by or at the behest of Buyer respecting the Property and all other aspects
      of
      this transaction, (2) the advice of Buyer’s consultants, (3) the representations
      and warranties of Seller contained herein, and (4) the truthfulness and accuracy
      of materials and information provided by Seller at the Closing in its then
      condition and its then location, “AS-IS/WHERE-IS” and with all faults, if any,
      subject to and in reliance on Section 5.1.

    


    SECTION
      11

    Title
      Insurance

    


    At
      the
      Closing, Escrow Holder will cause the issuance to Buyer of a standard CLTA
      policy of title insurance in an amount equal to the Purchase Price showing
      fee
      title to the Property vested in Buyer subject only to the Permitted Exceptions
      (“Title Policy”) and the standard printed exceptions and conditions in the
      policy of title insurance. If Buyer elects to obtain any endorsements or an
      ALTA
      policy, the additional premium for the extended ALTA coverage and the costs
      of
      any endorsements will be at Buyer’s sole cost and expense. Notwithstanding the
      foregoing, Seller shall not be required to incur any liability or provide any
      indemnities respecting the extended ALTA coverage or any endorsements requested
      by Buyer. Escrow Holder, by closing the Escrow, shall be deemed to have
      irrevocably committed to cause the issuance of the Title
      Policy.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    SECTION
      13

    Prorations

    


    13.1 Taxes.
      All
      non-delinquent real estate taxes on the Property will be prorated as of the
      Closing based on the actual current tax bill. If the Closing takes place before
      the real estate taxes are fixed for the tax year in which the Closing occurs,
      the apportionment of real estate taxes will be made on the basis of the real
      estate taxes for the immediately preceding tax year applied to the latest
      assessed valuation which shall then be re-prorated between Buyer and Seller
      no
      later than ninety (90) days after the date the new tax bill is received by
      Buyer. All delinquent taxes, if any, on the Property will be paid at the Closing
      from funds accruing to Seller. All supplemental taxes billed after the Closing
      for periods prior to the Closing will be paid promptly by Seller. The provisions
      of this Section 13.1 shall survive Closing for a period of six (6) months after
      the Closing Date.

    


    13.2 Rents.
      All
      rents and charges paid to Seller under the leases will be prorated as of Closing
      based upon figures to be supplied by Seller to Escrow Holder. If Seller receives
      any prepaid rents or other charges from tenants applicable to periods after
      Closing, then Buyer shall be credited through Escrow with such rents and charges
      or, if received after Closing, such amounts shall be paid promptly to Buyer.
      If,
      at Closing there are any past due rents or charges owed by tenants with respect
      to periods prior thereto, when such amounts are paid they will be disbursed
      in
      the following order of priority: (i) first (to be paid to Seller), any
      delinquent rents accruing before the Closing Date, (ii) second to any delinquent
      rents accruing on/or after the Closing Date, and (iii) third to current
      rents.

    


    13.3 Security
      Deposits.
      Buyer
      shall be credited through Escrow with the amount of any refundable or
      non-refundable Security Deposits and any other refundable or non-refundable
      tenant deposits or fees previously received by Seller or on behalf of Seller
      that have not been, as of Closing, expended or applied to tenant obligations
      pursuant to the Leases. On or before Closing, Seller shall notify Buyer of
      those
      Security Deposits or other deposits or fees which have been expended between
      the
      date hereof and the expiration of the Due Diligence Period. Seller shall cause
      any non-cash Security Deposit to be re-issued in Buyer’s name as of the Closing
      Date. Seller shall not use a Security Deposit (or any portion thereof) after
      the
      expiration of the Due Diligence Period without the prior written consent of
      Buyer or unless the tenant has vacated the premises to which said Security
      Deposit is attributable.

    


    13.4 Utilities.
      Water,
      electricity, gas and other utility payments or charges shall not be adjusted
      through Escrow if readings can be made at Closing by the utility companies.
      Buyer agrees to open accounts with the respective utilities and to cooperate
      with Seller in requesting readings as of the Closing. In the event that
      appropriate readings cannot be obtained as of Closing, then adjustments shall
      be
      made by Buyer and Seller through Escrow on the basis of estimates from the
      latest bills available. The foregoing provisions shall not apply to utility
      accounts held in the name of Tenants.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    13.5  Other
      Provisions.
      All rent
      received on existing leases shall be prorated. Further, all Rent Concessions
      including free rent and other net landlord concessions for the benefit of the
      tenants under the Leases and unpaid leasing commission for existing leases
      shall
      be credited to Buyer at Closing. Seller will provide preliminary figures
      relating to the foregoing no later than ten (10) days prior to
      Closing.

    


    13.6 Method
      of Proration.
      All
      prorations will be made as of the Closing date based on a 365 day year or a
      30
      day month, as applicable.

    


    13.7 Indemnification.
      Seller
      shall assume and pay all debts, charges, claims, damages and liabilities
      attributable to the operation of the Property before Closing and shall hold
      Buyer harmless therefrom and indemnify and defend against the same, except
      liabilities expressly assumed in writing by Buyer, including without limitation,
      obligations of landlord under the Leases. Buyer shall assume and pay all debts,
      charges, claims, damages and liabilities attributable to the operation of the
      Property after the Closing and shall hold Seller harmless therefrom and
      indemnify and defend against the same, except liabilities expressly assumed
      in
      writing by Seller, including without limitation, obligations of landlord under
      the Leases. This Section 13.7 shall survive the closing and transfer of title
      to
      the Property.

    


    SECTION
      14

    Access

    


    Buyer,
      Buyer’s employees and representatives will be afforded access to the Property,
      throughout and after the Due Diligence Period, for the purposes of conducting
      an
      investigation of the feasibility of purchasing the Property. Buyer agrees to
      give Seller reasonable notice prior to such entry and shall not interfere with
      the normal operation of the Property or any tenant’s occupancy thereof. Buyer
      shall not conduct any invasive testing on the Property without obtaining
      Seller’s written consent. Buyer’s access to the Property during and after the
      expiration of the Due Diligence Period shall not be deemed to extend the Due
      Diligence Period. Buyer covenants and agrees to indemnify and hold Seller
      harmless from all losses, damages, costs and expenses arising from entry upon
      the Property by Buyer or any representative or agent of Buyer.

    


    SECTION
      15

    Remedies

    


    15.1 Default
      by Seller.
      In the
      event the Closing and the consummation of the transaction contemplated by this
      Agreement do not occur by reason of any defaults by Seller, Buyer will have
      the
      right to receive a refund of the Deposit plus accrued interest thereon or to
      pursue an action for specific performance.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    15.2 Default
      by Buyer.
      IF THE
      CLOSING DOES NOT OCCUR BY REASON OF ANY DEFAULT BY BUYER, BUYER AND SELLER
      AGREE
      THAT IT WOULD BE IMPRACTICAL AND EXTREMELYDIFFICULT TO ESTIMATE THE DAMAGES
      SUFFERED BY SELLER AND THAT UNDER THE CIRCUSTANCES EXISTING AS OF THIS DATE
      OF
      THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SUBSECTION REPRESENT
      A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD INCUR AS A RESULT OF
      SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT WAIVE OR AFFECT
      BUYER’S INDEMNITY OBLIGATIONS AND SELLER’ RIGHTS TO THOSE INDEMNITY OBLIGATIONS
      UNDER THIS AGREEMENT. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A
      REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN
      THE
      EVENT THAT BUYER IS IN DEFAULT UNDER THIS AGREEMENT IS AN AMOUNT EQUAL TO ALL
      THE DEPOSITS (WHICH INCLUDES ANY ACCRUED 1NTEREST THEREON). THIS AMOUNT WOULD
      BE
      THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY
      BUYER AND WOULD SERVE AS SELLER’S SOLE REMEDY AGAINST BUYER, PROVIDED, HOWEVER
      THAT THE SELLER MAY ENFORCE BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT.
      THE PAYMENT OF SUCH AMOUNT IS NOT INTENDED AS A FORFEITURE OR A PENALTY. UPON
      DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE
      FOREGOING, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR BLIGATIONS HEREUNDER,
      EACH TO THE OTHER.

    


    
      	
              _______________________

            	
              ___________________

            
	
              Seller’s
                Initials

            	
              Buyer’s
                Initials

            


    

    


    SECTION
      16

    Brokers

    


    16.1 Commissions.
      Seller
      and Buyer hereby acknowledge and agree that, in connection with the transaction
      contemplated by this agreement, Ron Robinson, National Commercial Properties,
      and Karyne Morris, KB Moths Real Estate, Inc. and Nationwide Commercial Brokers
      shall receive commissions. National Commercial Properties and KB Morris Real
      Estate, Inc. and Nationwide Commercial Brokers shall receive a commission of
      2%
      each of the Purchase Price. Such commission shall be paid by Seller at
      Closing.

    


    16.2 Indemnification.
      The
      parties represent and warrant that no Broker, other than those brokers set
      forth
      in Section 16.1, has been engaged by them in connection with any of the
      transaction contemplated by this agreement. Buyer and Seller will indemnify
      save
      harmless and defend the other from any liability, cost or expense arising out
      of
      or connected with any claim for any commission or compensation made by any
      person or entity claiming to have been retained or contacted by them in
      connection with this transaction, other than those brokers set forth in Section
      16.1.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    SECTION
      17

    Miscellaneous
      Provisions

    


    17.1 Nevada
      Law.
      The laws
      of the State of Nevada shall govern the validity, construction, performance
      and
      effect of this Agreement.

    


    17.2 Successors.
      This
      agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and assigns (where permitted).

    


    17.3 Non-Waiver.
      The
      failure to enforce or the delay in enforcement of any provision of this
      Agreement by a party hereto or the failure of a party to exercise any right
      hereunder shall in no way be construed to be a waiver of such provision or
      right
      (or of any other provision or right hereof whether of a similar or dissimilar
      nature) unless such party expressly waives such provision or right in
      writing.

    


    17.4 Partial
      Invalidity.
      If any
      term, provision, covenant or condition of this Agreement or any application
      thereof, should be held by a court of competent jurisdiction to be invalid,
      void
      or unenforceable, all provisions, covenants, and conditions of this Agreement,
      and all applications thereof, not held invalid, void or unenforceable, shall
      continue in full force and effect and shall in no way be affected, impaired
      or
      invalidated thereby.

    


    17.5 Attorneys’
      Fees.
      In the
      event any action is commenced by either party against the other in connection
      herewith (including any action to lift a stay or other bankruptcy proceeding),
      the unsuccessful party shall pay the costs and expenses, including reasonable
      attorneys’ fees, as determined by the court, of the prevailing
      party.

    


    17.6 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter contained herein and supercedes all prior representations,
      agreements and understandings of the parties, including any “letter of intent”,
“letter of understanding” or similar documents. No addition to or modification
      of this Agreement shall be binding unless executed in writing by the parties
      hereto.

    


    17.7 Counterparts.
      This
      agreement may be executed in any number of counterparts, each of which when
      executed and delivered shall be an original, but all such counterparts shall
      constitute one and the same Agreement. Any signature page of this Agreement
      may
      be detached from any counterpart without impairing the legal effect of any
      signatures thereon, and may be attached to another counterpart, identical in
      form thereto, but having attached to it one or more additional signature
      pages.

    


    17.8 Tax
      Deferred Exchange.
      Seller
      and Buyer each agree to participate in a tax deferred exchange transaction
      for
      the benefit of the other, provided that such participation shall be at no cost,
      liability or other obligation to the accommodating party.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    17.9 Condemnation.
      If,
      prior to Closing, any portion of the Property is taken by eminent domain (or
      is
      the subject of a pending or contemplated taking which has not been consummated),
      Seller shall after it has been informed of such taking, promptly give Buyer
      notice thereof and Buyer shall have the option to terminate this Agreement
      upon
      notice to Seller given not later than ten (10) days after Buyer learns of such
      taking. If this Agreement is so terminated, the Deposit and accrued interest
      thereon shall be returned to Buyer, Seller and Buyer shall each pay one-half
      (1/2) of the cost of any cancellation fees or costs of the Escrow Holder, and
      neither Buyer nor Seller shall have any further rights or obligations under
      this
      Agreement except as set forth in Section 15 hereof If buyer does not so
      terminate this Agreement, then Buyer and Seller shall proceed to Closing
      pursuant to the terms of this Agreement, except that the Purchase Price shall
      be
      reduced by the amount of any awards for such taking awarded as of Closing,
      and
      Seller shall assign and turn over to Buyer, and Buyer shall be entitled to
      receive and retain, any awards for such taking not awarded as of
      closing.

    


    17.10 Damage
      and Destruction.
      If,
      prior to the Closing Date, the property is materially damaged or destroyed
      by
      fire or other casualty, Seller shall promptly notify Buyer of such fact. Buyer
      shall have the right to terminate this Agreement upon notice to seller given
      not
      later than ten (10) days after the receipt of Seller’s notice of damage or
      destruction. If this Agreement is so terminated, then the following shall occur:
      (1) the Deposit and the interest accrued thereto shall be refunded to Buyer,
      (2)
      Buyer and Seller shall each pay one-half (1/2) of the cancellation costs and
      fees of the Escrow Holder, and (3) neither Buyer nor Seller shall have any
      further rights or obligations under this Agreement except as set forth in
      Section 15 hereof If Buyer does not terminate this Agreement, then neither
      Buyer
      nor Seller shall have the right to terminate this Agreement by reason of such
      damage or destruction, but Seller, at closing, shall assign and turn over to
      Buyer all casualty insurance proceeds payable with respect to such damage or
      destruction, and Buyer and Seller shall proceed to close pursuant to the terms
      of this Agreement, without modification of the terms of this Agreement and
      without any reduction in the Purchase Price (except for a credit against the
      Purchase Price in the amount of the casualty insurance deductible). Not
      withstanding the immediate preceding sentence, in no event shall Seller assign
      any insurance proceeds to Buyer in an amount greater than the Purchase Price
      plus the deductible.

    


    17.11 Seller
      is
      aware that the President of U.E.G., Ray Koroghli, is an active Nevada Real
      Estate Licensee. Buyer is aware that the Denver Fund I, Ltd. President, Paul
      Winger is a licensed Real Estate Broker and that William S. Biddle and Clifford
      Strand of Secured Diversified Investment, Ltd. Are licensed Real Estate
      Brokers.

    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Buyer and Seller have executed this

    Agreement
      as of the day and year first above written.

    


    
      	
              “Buyer“

            	
              “Seller”

            
	 	 
	
              Ray
                Koroghli or Assignee

            	
              Secured
                Diversified Investment, Ltd.

            
	 	
              A
                Public Corporation in Nevada

            
	 	 
	
              By: 
                Ray
                Koroghli                          
                

            	
              By:
                William
                Biddle                                          
                

            
	 	 
	
              Its:
                ______________________                
                

            	
              Its:
                V.P. Real Estate 

                   
                Acquisition Sales

            
	 	
                     

            
	 	 
	 	
              Denver
                Fund I, Ltd. 

            
	 	
              A
                Colorado Limited Partnership

            
	 	
              By
                Certified Property Advisors,
                G.P.             

            
	 	 
	 	
              Its:/s/
                Paul
                Winger                                           
                

            
	 	
                        
                Paul Winger, President

            


    

    


     

     

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    
      
 

      JOINDER
        BY ESCROW HOLDER

      


      For
        good
        and valuable consideration, Escrow Holder hereby acknowledges and agrees
        to the
        following:

      


      1.
        Alliance Title Company agrees to act as Escrow Holder under this Agreement,
        and
        will abide by the terms of this Agreement and perform its obligations in
        accordance therewith; and

      


      2.
        The
        Opening of Escrow occurred on June
        28, 2005.

      


      3.
        Escrow
        Holder will not follow later instructions which in any way modify or contradict
        the terms of this Agreement, unless such instructions are provided in a written
        document which is duly executed by Seller and Buyer.

      


      By 
        Alliance Title

      Name
        Brenda Burnett

      Title 
        Escrow Officer/Manager

      Escrow
        No
15083848