STANDARD OFFER, AGREEMENT AND ESCROW


INSTRUCTIONS FOR PURCHASE OF REAL ESTATE


(Non-Residential)


AIR Commercial Real Estate Association









April 23, 2009


(Dale for Reference Purposes)




1.  Buy





1.1  ______________________________ ( "Buyer") hereby am the owner thereof ("Seller”, (collectively, the "Parties" or individually. a "Party” through an escrow ("Escrow") to close all or 15 days after the waiver or expiration of the Buyer’s Contingencies,
("Expected Closing Date") to be held by Chicago Title and Escrow Company ("Escrow Holder”, whose address 2326 Northside Drive, Suite 600, San Diego, CA, Phone No. __________, Facsimile No. __________ upon the terms and conditions set forth in this agreement ("Agreement”). Buyer shall have the right to assign Buyer’s rights hereunder, but any such assignment shall not relieve Buyer of Buyer’s obligations herein unless Seller expressly releases Buyer.





1.2  The term "Date of Agreement" as used herein shall be the date When by execution and delivery (as defined in paragraph 20.2)of this document or a subsequent counteroffer thereto, Buyer and Seller have
reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties.





2.  Property.





2.1 The real property ("Property") that is the subject of this offer consists of (insert a brief physical description) 12,134 SF industrial building on 30,083 SF lot (12930 Spring) and 18,312 SF industrial building on a 30,083 SF lot (13000 Spring)- sizes are approximate -
Buyer to verify during contingency period. is located in the City of Los Angeles, County of Los Angeles, State of California , is commonly known by the street address of 12930 South Spring Street and 1300 South Spring Street, Los Angeles, CA  90061 and is legally described as: see title report (APN:  6132-039-014 & 6132-039-015).





2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of Chicago Title  (“Title Company"), which shall issue the
title policy hereinafter described.





2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property, as well as all of the following items, if any, owned by Seller and at present located on the Property;
electrical distribution systems (power panel, bus ducting, conduits, disconnects, lighting fixtures); telephone distribution systems (lines, jacks and connections only); space heaters; heating, ventilating, air conditioning equipment ("HVAC”); air lines; fire sprinkler systems; security and fire detection systems; carpets; window coverings; wall coverings; and items listed on exhibit A, (collectively, the "Improvements").





2.4 The fire sprinkler monitor: [_] is owned by Seller and included in the Purchase Price, [_] is leased by Seller, and Buyer will need to negotiate a new lease with the fire monitoring company, [_] ownership will be determined during Escrow, or [_] there is no fire sprinkler
monitor.





2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller’s personal property, furniture and furnishings, and ___________________.





3. Purchase Price





3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $ 3,500,000 payable as follows:





(a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price):  $3,500,000.00


(b) not applicable.


(c) not applicable.


(d) not applicable.





Total purchase price $3,500,000.00





Page 1 of 8








3.2  If Buyer is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condition to
the transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note.





4. Deposits.





4.1 [_] Buyer has delivered to Broker a check in the sum of $_______________, payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or [X] within 2 or ____business days
after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $ 50, 000,000 . If said check is not received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an
agreement for purchase and sale, Buyer’s check or funds shall, upon request by Buyer, be promptly returned to Buyer.





4.2  Not applicable.





4.3 .Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1and 4.2 (collectively the "Deposit"), in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the timing requirements
of this transaction.   The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is xx-xxxxxxx . NOTE: Such interest bearing account cannot be opened until Buyers Federal Tax Identification Number is provided.





5. Financing Contingency. (strike ifnot applicable)





5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial institution or other lender, a commitment to lend to Buyer a sum equal to at least 60 % of the Purchase Price, on terms reasonably acceptable to Buyer. Such loan (“New Loan”)
shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the ·terms of the New Loan. Seller shall have 7 days from receipt of the commitment selling forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If seller falls to notify Escrow Holder, in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved
the terms of the New Loan.





5.2 Buyer hereby agrees to diligently pursue obtaining the New Loan. If Buyer shall fail to notify its Broker, Escrow Holder and Seller, in writing within 40 days following the Date of Agreement that the New Loan has not been obtained, it shall be conclusively presumed that
Buyer has either obtained said New Loan or has waived this New Loan contingency.





5.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in writing, within the time specified in paragraph 5.2hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be entitled to the prompt return
of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall pay.





6.  NOT APPLICABLE.





7. Real Estate Brokers.





7.1 The following real estate broker(s) ("Brokers") and brokerage relationships exist in this transaction and are consented to by the parties (check the applicable boxes):


_________________ represents Seller exclusively (“Seller’s Broker”);


_________________ represents Buyer exclusively (“Buyer’s Broker”);


_________________ represents both Seller and Buyer (“Dual Agency”)





The Parties acknowledge that Brokers are the procuring cause of this Agreement. See paragraph 24 regarding the nature of a real estate agency relationship. Buyer shall use the services of Buyer's Broker exclusively in connection with any and all negotiations and offers with respect to the Property for a period of 1 year
from the date inserted for reference purposes at the top of page 1.





7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the
Brokers named in paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability (or compensation, commission or charges which may be claimed by any broker, finder or other similar party, other than said named
Brokers by reason of any dealings or act of the indemnifying Party.





8. Escrow and Closing.





8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement
through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may,however, include its standard general escrow provisions.





8.2 As soon as practicable after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.





8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the
event of a  conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail.





Page 2 of 8





8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the “Closing") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and
documents in accordance with this Agreement.





8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance.
(See also paragraph 11)





8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), 0), (n), and (0), 9.4, 9.5, 12, 13, 14,16, 18,20, 21, 22, and 24 are, however, matters
of agreement between the Parties only and are not instructions to Escrow Holder.





8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer’s Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any
affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs.





8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties,
a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions.





8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance
of the obligations, agreements, covenants or warranties contained therein.





8.10 If this sale of the Property is not consummated for any reason other than Seller's breach or default, then at Seller’s request, and as a condition to any obligation to return Buyer’s deposit (see paragraph 21), Buyer shall within 5 days after written request
deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others.





9. Contingencies to Closing.





9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY
PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition Imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through
(I) the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided.





(a) Disclosure.Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate Association (“AIR”) standard form entitled "Seller's Mandatory
Disclosure Statement") and provide Buyer with a completed Property Information Sheet ("Property Information Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or ___________ days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters disclosed.





(b) Physical Inspection.Buyer has 10 or ______________ days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the physical aspects and
size of the Property.





(c) Hazardous Substance Conditions Report.Buyer has 30 or days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the environmental aspects
of the Property, Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous
Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal, state or local law.





(d) Soil inspection.Buyer has 30 or days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the condition of the soils on the Property.
Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days of the Date of Agreement.





(e) Governmental Approvals.Buyer has 30 or _______________ days from the Date of Agreement to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction
over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters.





(f) Conditions of Title.Escrow Holder shall cause a current commitment for title insurance ("Title Commitment") concerning the Property issued by the Title Company, as well as legible copies of all documents referred
to in the Title Commitment ("Underlying Documents"), and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within 10 or _______ days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with regard to the condition of title. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property after the Closing,
shall not be considered a failure of this contingency, as Seller shall have the obligation, at seller's expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing.





(g) Survey.Buyer has 30 or days from the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association
("ALTA") standards for an owner’s policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyers direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may
elect within the period allowed for Buyer’s approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto.





(h) Existing Leases and Tenancy Statements.Seller shall within 10 or ________ days of the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collectively,
"Existing Leases'') affecting the Property, and with a tenancy statement ("Estoppel Certificate'') in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any tenant fails or refuses to provide an Estoppel Certificate then seller shall complete and execute an Estoppel Certificate for that tenancy. Buyer has 10 days from the receipt of
said Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues.





(i) Owner's Association.Seller shall within 10 or ________ days of the Date of Agreement provide Buyer with a statement and transfer package from any owners association servicing the Property. Such transfer package shall at a minimum include: copies of the association's
bylaws, articles of incorporation, current budget and financial statement. Buyer has 10 days from the receipt of such documents to satisfy itself with regard to the association.





(j) Other Agreements.Seller shall within 10 or _______ days of the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements") known to Seller that will affect the Property after
Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself with regard to such Agreements.





(k) Financing.If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan Contingency.





(i) Existing Notes.If paragraph 3.1(c) has not been-stricken, Seller shall within 10 or _______ days of the Date of Agreement provide Buyer with legible copies of the Existing Notes, Existing Deeds of Trust and related
agreements (collectively, "Loan Documents") to which the Property will remain subject after the Closing. Escrow Holder shall promptly request from the holders of the Existing Notes a beneficiary statement ("Beneficiary Statement") confirming: (1) the amount of the unpaid principal balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of any impounds held by the beneficiary in connection with such loan. Buyer has 10 or _____ days from the receipt of the Loan
Documents and Beneficiary Statements to satisfy itself with regard to such financing.  Buyer’s obligation to close is conditioned upon Buyer being able to purchase the Property without acceleration or change in the terms of any Existing Notes or changes to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof.








Page 3 of 8





(m) Personal Property.In the event that any personal property is included in the Purchase Price, Buyer has 10 or __________ days from the Date of Agreement to satisfy itself with regard to the title condition of such
personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10 or _____ days of the Date of Agreement.





(n). Destruction, Damageor Loss.There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any portion thereof,
from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more
than $10,000.00, and Buyer does not elect to terminate this Agreement. Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing.





(0) Material Change.Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change" shall mean a substantial adverse change
in the use, occupancy, tenants, title, or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing.





(p) Seller Performance.The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement.





(q) Brokerage Fee.Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the Parties
and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the written consent of Brokers.





9.2 All of the contingencies specified in subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and maybe waived by, Buyer, and may be elsewhere herein referred to as "Buyer's Contingencies."





9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ("Disapproved Item"), Seller shall have the right within 10 days following the receipt of notice of Buyer's disapproval to elect to
cure such Disapproved Item prior to the Expected Closing Date ("Seller's Election"). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice, not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's election to
either accept title to the Property subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency. unless the Parties mutually
instruct otherwise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the applicable contingency period(s), (b) the period within which the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever
is later.





9.4 Buyer understands and agrees that until such time as all Buyer's Contingencies have been satisfied or waived, Seller and/or its agents may solicit, entertain and/or accept back-up offers to purchase the Property.





9.5 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous substances. The determination of the existence of a Hazardous Substance Condition
and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances
upon their respective interests herein.





10. Documents Required at or Before Closing:





10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties.





10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing;





(a) Grant or general warranty deed, duly executed and in recordable form, conveying fee title to the Property to Buyer.


(b) If applicable, the Beneficiary Statements concerning Existing Note(s).


(c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in lease form published by the AIR
or its equivalent.


(d) If applicable, Estoppel Certificates executed by Seller and/or the tenant(s) of the Property.


(e) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days
prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers.


(f) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a "nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably
satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute.


(g) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer.


(h) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property.





10.3 Buyer shall deliver to Seller through Escrow:





(a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds,
no later than 2:00 P.M. on the business day prior to the Expected Closing Date.





(b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount
of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note.





(c)The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer.





(d)Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements.





(e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes.





(f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property.





10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price,
insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller.





IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE  O OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD
BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.





11. Prorations and Adjustments.





11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring
prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.





11.2Insurance.WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property.





Page 4 of 8





11.3 Rentals, Interest and Expenses.Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves
outside of Escrow any rents received after the Closing.





11.4 Security Deposit.Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.





11.5 Post Closing Matters.Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due
is determined.





11.6 Variations in Existing Note Balances.In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s), and in the event that a Beneficiary Statement as to the applicable Existing Note(s)
discloses that the unpaid principal balance of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1 (c) hereof ("Existing Note Variation"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or Increased by the amount of such Existing Note Variation.





11.7 Variations In New Loan Balance.In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall
be reduced by the amount of such excess.





11.8 Owner's Association Fees.Escrow Holder shall: (i) bring Seller's account with the association current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any upfront fees required by
the association from Buyer's funds.





12. Representations and Warranties of Seller and Disclaimers.





12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and, are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:





(a) Authorityof Seller.Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer
as provided herein, and to perform Seller's obligations hereunder.





(b) Maintenance During Escrow and Equipment Condition At Closing.Except as otherwise provided in paragraph 9.1 (m) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear
and tear excepted.





(c) Hazardous Substances/Storage Tanks.Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence
or prior existence of any above or below ground storage tank.





(d) Compliance.Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or alterations
made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be performed on the Property.





(e) Changes in Agreements.Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyer's written approval,
which approval will not be unreasonably withheld.





(f) Possessory Rights.Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in writing to Buyer.





(g) Mechanics’ Liens.There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property.





(h) Actions, Suits or Proceedings.Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the
Property or the right to occupy or utilize same.





(i) Noticeof Changes.Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(n))affecting the Property that becomes
known to Seller prior to the Closing.





(J) No Tenant Bankruptcy Proceedings.Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding.





(k) No Seller Bankruptcy Proceedings.Seller is not the subject of a bankruptcy, insolvency or probate proceeding.





(i) Personal Property.Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting
such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer.





12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect
its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act, ordinance or law" have been made by either Party or Brokers, or relied upon by either Party hereto.





12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to' purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller
or Brokers regarding said representation or warranty.





12.4 Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or
warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property.





13. Possession.





Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases.





14. Buyer's Entry.





At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's
prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall
indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith.





15. Further Documents and Assurances.





The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by
Escrow Holder or the Title Company.





16. Attorneys' Fees.





If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees.
Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of Its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule,
but shall be such as to fully reimburse all attorneys' fees reasonably incurred.





17. Prior Agreements/Amendments.





17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.





17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.





18. Broker's Rights.





18.1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting party, payment
of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages.





18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction.





19. Notices.





19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage
prepaid, to the address set forth in this Agreement or by facsimile transmission.





19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent by regular mall shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight
courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.





Page 5 of 8








19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made.





20. Duration of Offer.





20.1 If this offer is not accepted by Seller on or before5:00 P.M. according to the time standard applicable to the City of Los Angeles on the date of April 27, 2009 it shall be deemed automatically revoked.





20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally
accepting the last outstanding offer or counteroffer.





21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT. THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $50,000.00. UPON PAYMENT OF SAID SUM TO SELLER. BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER. AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.





22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties.)





22.1 ANY CONTROVERSYAS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES").
ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES
AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE DETERMINED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN
ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.





22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN
WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.





22.3 NOTICE: BY INITIALINGIN THE SPACE BELOWYOU ARE AGREEINGTO HAVE ANY DISPUTE ARISING OUTOF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.





WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.





23. Miscellaneous.





23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to Whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that
the Agreement is executed.





23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located.





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





23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except
for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement.





23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.





23.6 Conflict.  Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.





23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any party initialing an exchange shall bear all costs of such exchange.





23.8 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days.





24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.





24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California Civil Code, as summarized in paragraph 24.2.





24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representation 11 has with the agent or agents in the transaction. Buyer and Seller acknowledge
being advised by the Brokers in this transaction, as follows:





(a) Agent.A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To
the Seller:A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller:a diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention
and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential Information obtained from the other Party which does not involve the affirmative duties set forth above.





Page 6 of 8








(b) Buyer's Agent.A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation
for services rendered, either in full or in part from the seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer:A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller:a diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair
dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.





(c) Agent Representing Both Seller and Buyer.A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only
with the knowledge and consent of both the Seller and the Buyer. (1) in a dual agency situation. the agent has the following affirmative obligations to both the Seller and the Buyer. a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may not without the express permission
of the respective Party, disclose to the other Party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advice is desired, consult a competent professional.





(d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents
each time it is presented, considering the relationship between them and the real estate agent in this transaction and that disclosure. Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liability (including court costs and attorneys' fees), of
any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.





24.3Confidential Information:Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential.





25. Construction of Agreement In construing this Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically indicated to the contrary,
the word "days" as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.





26 Additional Provisions:





Additional provisions of this offer, if any, are as follows or are attached hereto by an addendum consisting of paragraphs 28through 28. (If there are no additional provisions write "NONE".)





ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY. LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:





1.     SEEK ADVICEOF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.





2.     RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY. THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND
THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.





WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OFTHE STATE IN WHICH THE PROPERTY IS LOCATED.





NOTE:





1.     THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.


2.     IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.





Page 7 of 8















ADDENDUM TO
 STANDARD OFFER, AGREEMENT AND ESCROW
 INSTRUCTIONS FOR PURCHASE OF REAL ESTATE DATED APRIL 23, 2009
 BY AND BETWEEN REEDS, INC. AS SELLER, AND
 FOR SUBJECT PREMISES LOCATED AT
 12930 & 13000 SPRING STREET, LOS ANGELES, CALIFORNIA, “AGREEMENT”
 
  Pursuant to Paragraph 26 of the Agreement, the following paragraphs are additional provisions which are intended to and shall have the same force and effect as if set forth at length in the body of the Agreement. To the extent that the provisions of this Addendum are inconsistent
with the terms and conditions of the Agreement, the terms of this Addendum shall prevail and control for all purposes. Unless otherwise defined herein, all terms used in this Addendum and defined in the Agreement shall have the same meaning as is ascribed to such terms in the Agreement.
  28. Leaseback by Seller. It is recognized that Buyer and Seller are sophisticated entities with substantial experience in real estate transactions (including the acquisition, disposition and leasing of real property) and all such
parties are advised by experienced legal counsel.  Buyer agrees to lease the Property back to Seller, and Seller agrees to lease the Property from Buyer, commencing at the closing, pursuant and AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET form, with addenda and revisions as agreeable to the parties.The parties shall have until May 8, 2009 to finalize a lease document. In the event a lease is not finalized by May 8, 2009, then either party shall have the
right to terminate this Agreement. It shall be a condition to the closing that such lease be in place.
            
    Exhibit A
 Equipment List
 
 
 Machinery & Equipment
 Ursell Dicer Cutter & Slicer
 Cooling Tower
 Air Compressor
 Keg Machine
 Floor Grinder
 Forklift Overhaul
 20 Ton Glycol Chiller Refrigerator System
 Storage Containers (4) x 40 foot
 5,000# Lift Truck
 Air Compressor
 
  Brewery Equipment
 Bottling Line from Palm Springs Brewing
 Included 1997 Gal Rinser/Filler/Crowner, Kosme labeler and conveyers and two jacked 50 BBI pressure vessels
 Case Packer
 Conveyer
 Fristam Sanitary pump
 Electrical Panel
 Pasteurizer from AGAR Tank & Equipment
 Cirque Brewery
 Included 600 sq ft cool box 3 kettle 30 BBI brewhouse 6 x 60 BBI pressure vessels misc pumps etc.
 Tank insulation upgrade
 100 flash pasteurizer
 Filter Culligan Carbon bed
 5 gallon kegs x 500
 Marq case erector
 Pearson 6 pak erector
 Pearson stuffer
 Convey or for marq and pearson
 
 Boiler Equipment
 Smith Boiler from SAl, Inc.
 Boiler System add-ons


















Escrow No:
980091209-N89
Officer:
Robinson UnitDate:
June 8, 2009
Fax Number:
(619)640-9635






AMENDMENT TO
 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate and Addendum




THIS SEVENTH AMENDMENT ("Seventh Amendment") is made and entered into as of June 8, 2009, by and between Reed's Inc., a Delaware Corporation ("Seller")and ("Buyer").




A.    Seller and Buyer entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate and Addendum dated April 23, 2009, First Amendment dated April 24, 2009, Second Amendment dated May 1, 2009, Third Amendment dated May 13,
2009, Fourth Amendment dated May 22, 2009, Fifth Amendment dated June 2, 2009 and Sixth Amendment dated June 4, 2009 (collectively the "Agreement"), relating to that certain property and improvements thereon commonly known as12930 South Spring Street and 13000 South Spring Street, Los Angeles, CA 90061 ( the "Property").




B.    Seller and Buyer now wish to modify certain terms and conditions of the Agreement, and wish to reduce their understandings to writing.
  NOW,THEREFORE the parties agree as follows:
  AGREEMENTS
  1.     Reduction in Purchase Price.  The purchase price is reduced to Three Million Two Hundred-Fifty Thousand Dollars and 00/100 ($3,250,000.00)
  2.     Representation and Warranty. Seller shall provide a Representation and Warranty to Buyer that the equipment being sold with the Property ("Exhibit A") is free and clear of any liens or encumbrances.  Escrow Holder
shall have no concern or liability in connect with same.
  3.     Transfer Ownership of Equipment.  Seller shall have the obligation to transfer
ownership of equipment being sold with the Property ("Exhibit A") to Buyer. Escrow Holder shall have no concern or liability in connection with same.
  4.Approval or Waiver:  Buyer has now approved or waived all contingencies, including
financing, to its purchase of the Property.
  5.     Counterparts.  This Seventh Amendment may be executed in any number of identical counterparts,
and each counterpart hereof shall be deemed to be an original instrument, but all counterparts hereof taken together shall constitute but a single instrument.
  INWITNESS WHEREOF, this Seventh Amendment has been executed by the parties effective as of the date indicated above.
  SIGNATURE SECTION ONLY
   BUYER
SELLER

Reeds, Inc., a Delaware Corporation
By: /s/ Christopher Reed
Christopher Reed
President and CEO