ex10_1.htm


    
      

    

    Exhibit
10.1

     

    
      PURCHASE
AND SALE AGREEMENT

      


      


      by
and between

      


      


      SHP II CARUTH,
L.P.,

      a
Texas limited partnership

      


      


      and

      


      


      CARUTH
HAVEN, L.P.,

      a
Delaware limited partnership

      


      


      Property
Name:  Caruth Haven

      Location:  City
of Dallas, County of Dallas, State of Texas

      


      


      Effective
Date:  November 4, 2008


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


      


      
        
          
            
              	
                      ARTICLE
      1

                    	
                      CERTAIN
      DEFINITIONS

                    	
                      1

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      2

                    	
                      SALE
      OF PROPERTY

                    	
                      7

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      3

                    	
                      PURCHASE
      PRICE

                    	
                      7

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      3.1

                    	
                      Earnest
      Money Deposit

                    	
                      7

                    
	 
      	 
      	
                      3.1.1

                    	
                      Payment
      of Deposit

                    	
                      7

                    
	 
      	 
      	
                      3.1.2

                    	
                      Applicable
      Terms; Failure to Make Deposit

                    	
                      7

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      3.2

                    	
                      Cash
      at Closing

                    	
                      7

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      4

                    	
                      TITLE
      MATTERS

                    	
                      8

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.1

                    	
                      Title
      to Real Property

                    	
                      8

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.2

                    	
                      Title
      Defects

                    	
                      8

                    
	 
      	 
      	
                      4.2.1

                    	
                      Buyer’s
      Objections to Title; Seller’s Obligations and Rights

                    	
                      8

                    
	 
      	 
      	
                      4.2.2

                    	
                      Discharge
      of Title Exceptions

                    	
                      9

                    
	 
      	 
      	
                      4.2.3

                    	
                      No
      New Exceptions

                    	
                      9

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      4.3

                    	
                      Title
      Insurance

                    	
                      10

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      5

                    	
                      BUYER'S
      DUE DILIGENCE/CONDITION OF THE PROPERTY

                    	
                      10

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      5.1

                    	
                      Buyer’s
      Due Diligence

                    	
                      10

                    
	 
      	 
      	
                      5.1.1

                    	
                      Access
      to Property

                    	
                      10

                    
	 
      	 
      	
                      5.1.2

                    	
                      Limit
      on Government Contacts

                    	
                      10

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      5.2

                    	
                      As-Is,
      Where-Is, With All Faults Sale

                    	
                      11

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      5.3

                    	
                      Termination
      of Agreement During Due Diligence Period

                    	
                      11

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      5.4

                    	
                      Buyer's
      Certificate

                    	
                      12

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      6

                    	
                      ADJUSTMENTS
      AND PRORATIONS

                    	
                      12

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      6.1

                    	
                      Lease
      Rentals

                    	
                      12

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      6.2

                    	
                      Other
      Revenues

                    	
                      12

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      6.3

                    	
                      Real
      Estate and Personal Property Taxes

                    	
                      13

                    
	 
      	 
      	
                      6.3.1

                    	
                      Proration
      of Ad Valorem Taxes

                    	
                      13

                    
	 
      	 
      	
                      6.3.2

                    	
                      Insufficient
      Information

                    	
                      13

                    
	 
      	 
      	
                      6.3.3

                    	
                      Special
      Assessments

                    	
                      13

                    
	 
      	 
      	
                      6.3.4

                    	
                      Reassessments

                    	
                      14

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      6.4

                    	
                      Other
      Property Operating Expenses

                    	
                      14

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      6.5

                    	
                      Closing
      Costs

                    	
                      14

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      6.6

                    	
                      Cash
      Security Deposits

                    	
                      15

                    


            

          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        
          
            	 
      	
                    6.7

                  	
                    Apportionment
      Credit

                  	
                    15

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    6.8

                  	
                    Post-Closing
      Reconciliation

                  	
                    15

                  
	 
      	 
      	
                    6.8.1

                  	
                    Adjustment
      Period

                  	
                    15

                  
	 
      	 
      	
                    6.8.2

                  	
                    Buyer’s
      Post-Closing Reconciliation

                  	
                    15

                  
	 
      	 
      	
                    6.8.3

                  	
                    Dispute
      Resolution Following Objection

                  	
                    16

                  
	 
      	 
      	
                    6.8.4

                  	
                    Payment

                  	
                    16

                  
	 
      	 
      	
                    6.8.5

                  	
                    Survival

                  	
                    16

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      7

                  	
                    CLOSING

                  	
                    16

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    7.1

                  	
                    Closing
      Date

                  	
                    16

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    7.2

                  	
                    Title
      Transfer and Payment of Purchase Price

                  	
                    16

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    7.3

                  	
                    Seller's
      Closing Deliveries

                  	
                    17

                  
	 
      	 
      	
                    (a)

                  	
                    Deed

                  	
                    17

                  
	 
      	 
      	
                    (b)

                  	
                    Bill
      of Sale

                  	
                    17

                  
	 
      	 
      	
                    (c)

                  	
                    Assignment
      of Tenant Leases

                  	
                    17

                  
	 
      	 
      	
                    (d)

                  	
                    Assignment
      of Intangible Property

                  	
                    17

                  
	 
      	 
      	
                    (e)

                  	
                    Notice
      to Tenants

                  	
                    17

                  
	 
      	 
      	
                    (f)

                  	
                    Non-Foreign
      Status Affidavit

                  	
                    17

                  
	 
      	 
      	
                    (g)

                  	
                    Evidence
      of Authority

                  	
                    18

                  
	 
      	 
      	
                    (h)

                  	
                    Closing
      Statement

                  	
                    18

                  
	 
      	 
      	
                    (i)

                  	
                    Title
      Affidavit

                  	
                    18

                  
	 
      	 
      	
                    (j)

                  	
                    Other
      Documents

                  	
                    18

                  
	 
      	 
      	
                    (k)

                  	
                    Management
      Agreement

                  	
                    18

                  
	 
      	 
      	
                    (l)

                  	
                    Tax
      Returns

                  	
                    18

                  
	 
      	 
      	
                    (m)

                  	
                    Keys
      and Original Documents

                  	
                    18

                  
	 
      	 
      	
                    (n)

                  	
                    Minimum
      Threshold Escrow Agreement

                  	
                    18

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    7.4

                  	
                    Buyer
      Closing Deliveries

                  	
                    19

                  
	 
      	 
      	
                    (a)

                  	
                    Purchase
      Price

                  	
                    19

                  
	 
      	 
      	
                    (b)

                  	
                    Assignment
      of Leases

                  	
                    19

                  
	 
      	 
      	
                    (c)

                  	
                    Assignment
      of Intangible Property

                  	
                    19

                  
	 
      	 
      	
                    (d)

                  	
                    Buyer’s
      As-Is Certificate

                  	
                    19

                  
	 
      	 
      	
                    (e)

                  	
                    Evidence
      of Authority

                  	
                    19

                  
	 
      	 
      	
                    (f)

                  	
                    Closing
      Statement

                  	
                    19

                  
	 
      	 
      	
                    (g)

                  	
                    Other
      Documents

                  	
                    19

                  
	 
      	 
      	
                    (h)

                  	
                    Tax
      Returns

                  	
                    19

                  
	 
      	 
      	
                    (i)

                  	
                    Management
      Agreement

                  	
                    19

                  
	 
      	 
      	
                    (j)

                  	
                    Minimum
      Threshold Escrow Agreement

                  	
                    19

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      8

                  	
                    CONDITIONS
      TO CLOSING

                  	
                    20

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    8.1

                  	
                    Conditions
      to Seller’s Obligations

                  	
                    20

                  
	 
      	 
      	
                    (a)

                  	
                    Intentionally
      deleted

                  	
                    20

                  
	 
      	 
      	
                    (b)

                  	
                    Representations
      True

                  	
                    20

                  


          

        

      


      
        
           


        

        
          - ii
-

          
            

          

        

        
           


        

      

       

      
        
          
            	 
      	 
      	
                    (c)

                  	
                    Buyer's
      Financial Condition

                  	
                    20

                  
	 
      	 
      	
                    (d)

                  	
                    Buyer's
      Deliveries Complete

                  	
                    20

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    8.2

                  	
                    Conditions
      to Buyer’s Obligations

                  	
                    20

                  
	 
      	 
      	
                    (a)

                  	
                    Representations
      True

                  	
                    20

                  
	 
      	 
      	
                    (b)

                  	
                    Seller’s
      Financial Condition

                  	
                    20

                  
	 
      	 
      	
                    (c)

                  	
                    Title
      Conditions Satisfied

                  	
                    20

                  
	 
      	 
      	
                    (c)

                  	
                    Seller's
      Deliveries Complete

                  	
                    21

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    8.3

                  	
                    Waiver
      of Failure of Conditions Precedent

                  	
                    21

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    8.4

                  	
                    Approvals
      not a Condition to Buyer's Performance

                  	
                    21

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      9

                  	
                    REPRESENTATIONS
      AND WARRANTIES

                  	
                    21

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    9.1

                  	
                    Buyer's
      Representations

                  	
                    21

                  
	 
      	 
      	
                    9.1.1

                  	
                    Buyer's
      Authorization

                  	
                    21

                  
	 
      	 
      	
                    9.1.2

                  	
                    Buyer's
      Financial Condition

                  	
                    22

                  
	 
      	 
      	
                    9.1.3

                  	
                    Plan
      Assets; ERISA

                  	
                    22

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    9.2

                  	
                    Seller's
      Representations

                  	
                    22

                  
	 
      	 
      	
                    9.2.1

                  	
                    Seller's
      Authorization

                  	
                    22

                  
	 
      	 
      	
                    9.2.2

                  	
                    Other
      Seller's Representations

                  	
                    23

                  
	 
      	 
      	
                    9.2.4

                  	
                    ERISA

                  	
                    26

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    9.3

                  	
                    General
      Provisions

                  	
                    26

                  
	 
      	 
      	
                    9.3.1

                  	
                    No
      representation as to Leases

                  	
                    26

                  
	 
      	 
      	
                    9.3.2

                  	
                    Seller’s
      Warranties Deemed Modified

                  	
                    26

                  
	 
      	 
      	
                    9.3.3

                  	
                    Notice
      of Breach; Seller's Right to Cure

                  	
                    26

                  
	 
      	 
      	
                    9.3.4

                  	
                    Survival;
      Limitation on Seller's Liability

                  	
                    27

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      10

                  	
                    COVENANTS

                  	
                    28

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    10.1

                  	
                    Buyer's
      Covenants

                  	
                    28

                  
	 
      	 
      	
                    10.1.1

                  	
                    Confidentiality

                  	
                    28

                  
	 
      	 
      	
                    10.1.2

                  	
                    Buyer's
      Indemnity

                  	
                    28

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    10.2

                  	
                    Seller's
      Covenants

                  	
                    29

                  
	 
      	 
      	
                    10.2.1

                  	
                    Service
      Contracts

                  	
                    29

                  
	 
      	 
      	
                    10.2.2

                  	
                    Maintenance
      of Property

                  	
                    29

                  
	 
      	 
      	
                    10.2.3

                  	
                    Post
      Closing Records

                  	
                    30

                  
	 
      	 
      	
                    10.2.4

                  	
                    Intentionally
      Deleted

                  	
                    30

                  
	 
      	 
      	
                    10.2.5

                  	
                    Survival

                  	
                    30

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    10.3

                  	
                    Mutual
      Covenants

                  	
                    30

                  
	 
      	 
      	
                    10.3.1

                  	
                    Publicity

                  	
                    30

                  
	 
      	 
      	
                    10.3.2

                  	
                    Brokers

                  	
                    30

                  
	 
      	 
      	
                    10.3.3

                  	
                    Tax
      Protests, Tax Refunds and Credits

                  	
                    31

                  
	 
      	 
      	
                    10.3.4

                  	
                    Survival

                  	
                    31

                  


          

        

      


      
        
           


        

        
          - iii
-

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  ARTICLE
      11

                                                                                	
                                                                                  FAILURE
      OF CONDITIONS

                                                                                	
                                                                                  32

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  11.1

                                                                                	
                                                                                  To
      Seller's Obligations

                                                                                	
                                                                                  32

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  11.2

                                                                                	
                                                                                  To
      Buyer's Obligations

                                                                                	
                                                                                  32

                                                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                                                  ARTICLE
      12

                                                                                	
                                                                                  CONDEMNATION/CASUALTY

                                                                                	
                                                                                  33

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  12.1

                                                                                	
                                                                                  Right
      to Terminate

                                                                                	
                                                                                  33

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  12.2

                                                                                	
                                                                                  Allocation
      of Proceeds and Awards

                                                                                	
                                                                                  33

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  12.3

                                                                                	
                                                                                  Insurance

                                                                                	
                                                                                  33

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  12.4

                                                                                	
                                                                                  Waiver

                                                                                	
                                                                                  34

                                                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                                                  ARTICLE
      13

                                                                                	
                                                                                  ESCROW

                                                                                	
                                                                                  34

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  13.1

                                                                                	
                                                                                  Deposit

                                                                                	
                                                                                  34

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  13.2

                                                                                	
                                                                                  Delivery

                                                                                	
                                                                                  34

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  13.3

                                                                                	
                                                                                  Failure
      of Closing

                                                                                	
                                                                                  34

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  13.4

                                                                                	
                                                                                  Stakeholder

                                                                                	
                                                                                  34

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  13.5

                                                                                	
                                                                                  Taxes

                                                                                	
                                                                                  35

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  13.6

                                                                                	
                                                                                  Execution
      by Escrow Agent

                                                                                	
                                                                                  35

                                                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                                                  ARTICLE
      14

                                                                                	
                                                                                  LEASE
      EXPENSES

                                                                                	
                                                                                  35

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  14.1

                                                                                	
                                                                                  Leasing

                                                                                	
                                                                                  35

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  14.2

                                                                                	
                                                                                  Lease
      Enforcement

                                                                                	
                                                                                  35

                                                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                                                  ARTICLE
      15

                                                                                	
                                                                                  MISCELLANEOUS

                                                                                	
                                                                                  36

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.1

                                                                                	
                                                                                  Buyer's
      Assignment

                                                                                	
                                                                                  36

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.2

                                                                                	
                                                                                  Designation
      Agreement

                                                                                	
                                                                                  36

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.3

                                                                                	
                                                                                  Survival/Merger

                                                                                	
                                                                                  37

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.4

                                                                                	
                                                                                  Integration/Waiver

                                                                                	
                                                                                  37

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.5

                                                                                	
                                                                                  Governing
      Law

                                                                                	
                                                                                  37

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.6

                                                                                	
                                                                                  Captions
      Not Binding; Exhibits

                                                                                	
                                                                                  37

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.7

                                                                                	
                                                                                  Binding
      Effect

                                                                                	
                                                                                  37

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.8

                                                                                	
                                                                                  Severability

                                                                                	
                                                                                  37

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.9

                                                                                	
                                                                                  Notices

                                                                                	
                                                                                  38

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.10

                                                                                	
                                                                                  Counterparts

                                                                                	
                                                                                  39

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.11

                                                                                	
                                                                                  No
      Recordation

                                                                                	
                                                                                  39

                                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  15.12

                                                                                	
                                                                                  Additional
      Agreements; Further Assurances

                                                                                	
                                                                                  39

                                                                                


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          - iv
-

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                15.13

                              	
                                Construction

                              	
                                39

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                15.14

                              	
                                Maximum
      Aggregate Liability

                              	
                                40

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                15.15

                              	
                                Time
      of The Essence

                              	
                                40

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                15.16

                              	
                                Waiver
      of Jury Trial

                              	
                                40

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                15.17

                              	
                                Facsimile
      Signatures

                              	
                                40

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                15.18

                              	
                                Jurisdiction

                              	
                                40

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          - v
-

          
            

          

        

        
           


        

      


      
        EXHIBITS

      

      


      
        
          
            	
                    A.

                  	
                    Legal
      Description

                  
	 
      	 
      
	
                    B.

                  	
                    List
      of Contracts

                  
	 
      	 
      
	
                    C.

                  	
                    Form
      of Buyer's As-Is Certificate and Agreement

                  
	 
      	 
      
	
                    D.

                  	
                    Form
      of Special Warranty Deed

                  
	 
      	 
      
	
                    E.

                  	
                    Form
      of Bill of Sale

                  
	 
      	 
      
	
                    F.

                  	
                    Form
      of Assignment of Tenant Leases

                  
	 
      	 
      
	
                    G.

                  	
                    Form
      of Assignment of Intangible Property

                  
	 
      	 
      
	
                    H.

                  	
                    Form
      of Notice to Tenants

                  
	 
      	 
      
	
                    I.

                  	
                    Form
      of Seller's Non-Foreign Certificate

                  
	 
      	 
      
	
                    J.

                  	
                    Form
      of Seller’s Title Affidavit

                  
	 
      	 
      
	
                    K.

                  	
                    Litigation
      Notices, Contract Defaults, Governmental Violations

                  
	 
      	 
      
	
                    L.

                  	
                    List
      Of Tenants

                  
	 
      	 
      
	
                    M.

                  	
                    Form
      of Audit Letter

                  
	 
      	 
      
	
                    N.

                  	
                    Form
      of Minimum Threshold Agreement

                  
	 
      	 
      
	
                    O.

                  	
                    Intentionally
      Deleted

                  
	 
      	 
      
	
                    P.

                  	
                    Personal
      Property

                  
	 
      	 
      
	
                    Q.

                  	
                    Licenses

                  
	 
      	 
      
	
                    R.

                  	
                    Financial
      Statements

                  


          

        

      


      
        
           


        

        
          - vi
-

          
            

          

        

        
           


        

      


      PURCHASE
AND SALE AGREEMENT

      


      THIS PURCHASE AND SALE
AGREEMENT (this “Agreement”) is made
as of November 3, 2008, by and between SHP II CARUTH, L.P., a Texas
limited partnership (“Seller”), and CARUTH HAVEN, L.P., a Delaware
limited partnership (“Buyer”).

      


      W
I T N E S S E T H:

      


      In
consideration of the mutual covenants and agreements set forth herein the
parties hereto do hereby agree as follows:

      


      


      ARTICLE
1 - CERTAIN DEFINITIONS

      


      As used
herein, the following terms shall have the following meanings:

      


      “Affiliates” shall mean, with respect to
any specified person or entity, any other person or entity which, directly or
indirectly controls, is controlled by, or is under common control with, the
specified person or entity.

      


      “Business
Day” shall mean
any day other than a Saturday, Sunday, or any federal or state of Texas
holiday.  If any period expires on a day which is not a Business Day
or any event or condition is required by the terms of this Agreement to occur or
be fulfilled on a day which is not a Business Day, such period shall expire or
such event or condition shall occur or be fulfilled, as the case may be, on the
next succeeding Business Day.

      


      “Buyer’s
Reports” shall
mean the results of any examinations, inspections, investigations, tests,
studies, analyses, appraisals, evaluations and/or investigations prepared by or
for (and delivered to) or otherwise obtained by Buyer or Buyer’s Representatives
in connection with Buyer’s Due Diligence; provided, however, that Buyer’s
Reports shall not include any of the foregoing which are internally prepared by
Buyer or Buyer’s Representatives.

      


      “Buyer’s
Representatives”
shall mean Buyer, its Affiliates, Servant Healthcare Investments, LLC, and any
officers, directors, employees, agents, representatives and attorneys
thereof.

      


      “Closing” shall mean the closing of
the Transaction.

      


      “Closing
Date” shall mean
January 26, 2009.

      


      “Closing
Tax Year” shall
mean the Tax Year in which the Closing Date occurs.

      


      “Confidential
Materials” shall
mean any books, computer software, records or files (whether in a printed or
electronic format) that consist of or contain any of the
following:  appraisals; budgets; strategic plans for the Property;
internal analyses; information regarding the marketing of the Property for sale;
submissions relating to obtaining internal authorization for the sale of the
Property by Seller or any direct or indirect owner of any beneficial interest in
Seller; attorney and accountant work product; attorney-client privileged
documents; internal correspondence of Seller, any direct or indirect owner of
any beneficial interest in Seller, or any of their respective affiliates and
correspondence between or among such parties; or other information in the
possession or control of Seller, Seller’s property manager or any direct or
indirect owner of any beneficial interest in Seller which such party deems
proprietary or confidential.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Contracts” shall mean all service,
supply, maintenance, utility and commission agreements, all equipment leases,
and all other contracts, subcontracts and agreements relating to the Real
Property and the Personal Property and to which Seller (or Seller’s managing
agent or property manager) is a party (including all contracts, subcontracts and
agreements relating to the construction of any unfinished tenant improvements),
all of which are described in Exhibit
B attached hereto and incorporated herein by this reference, together
with any additional contracts, subcontracts and agreements entered into in
accordance with the terms of Subsection 10.2.1
hereof and as the same may be modified or terminated in accordance with the
terms of Subsection
10.2.1.

      


      “deemed to
know” (or words
of similar import) shall have the following meaning:

      


      (a)       
    Buyer shall be “deemed to know” of
the existence of a fact or circumstance to the extent that:

      


      (i)      
      any Buyer’s Representative has actual
knowledge of such fact or circumstance, or

      


      (ii)       
    such fact or circumstance is disclosed by this
Agreement, Buyer’s Reports, any documents executed by Seller for the benefit of
and delivered to Buyer in connection with the Closing, the Documents (to the
extent delivered to Buyer by Seller prior to Closing) or any estoppel
certificate executed by any tenant of the Property and delivered to Buyer or any
Buyer’s Representatives prior to Closing.

      


      (b)        
   Buyer shall be “deemed to know” that
any Seller’s Warranty is untrue, inaccurate or incorrect to the extent that any
Buyer’s Representative  has actual knowledge
that such Seller’s Warranty is untrue, inaccurate or incorrect.

      


      “Deposit” shall mean the sum of Four
Hundred Thousand and No/100ths Dollars ($400,000.00), to the extent the same is
deposited by Buyer in accordance with the terms of Subsection 3.1.1 hereof,
together with any interest earned thereon.

      


      “Designated
Employees” shall
mean Keith Ashburn, Richard K. Blaylock, John W. Dark, Noah R. Levy and Mark
Haberlen.


      
        
           


        

        
          - 2
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      “Documents” shall mean the documents and
instruments applicable to the Property or any portion thereof that Seller or any
of the other Seller Parties deliver to Buyer, or Buyer’s Representatives, prior
to Closing or which are otherwise obtained by Buyer, or Buyer’s Representatives,
prior to Closing, including, but not limited to, the Title Commitment, the
Survey, the Title Documents, and the Property Documents.

      


      “Due
Diligence” shall
mean examinations, inspections, investigations, tests, studies, analyses,
appraisals, evaluations and/or investigations with respect to the Property, the
Documents, and other information and documents regarding the Property,
including, without limitation, examination and review of title matters,
applicable land use and zoning Laws and other Laws applicable to the Property,
the physical condition of the Property, and the economic status of the
Property.

      


      “Due
Diligence Period”
shall mean the period which commenced prior to the execution of this Agreement
and expired on October 24, 2008.

      


      “Escrow
Agent” shall mean
First American Title Insurance Company, National Commercial Services,
Attn:  Rachael Weaver, 111 North Orange Avenue, Suite 1285, Orlando,
FL  32801; telephone: 407-244-0001; fax:  888-216-9921, in
its capacity as escrow agent.

      


      “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended.

      


      “Hazardous
Materials” shall
mean any substance, chemical, waste or material that is or becomes regulated by
any federal, state or local governmental authority because of its toxicity,
infectiousness, radioactivity, explosiveness, ignitability, corrosiveness or
reactivity, including, without limitation, asbestos or any substance containing
more than 0.1 percent asbestos, the group of compounds known as polychlorinated
biphenyls, flammable explosives, oil, petroleum or any refined petroleum
product.

      


      “Laws” shall mean all municipal,
county, state or federal statutes, codes, ordinances, laws, rules or
regulations.

      


      “Leases” shall mean all leases for
tenants of the Real Property on the Closing Date.

      


      “Liabilities” shall mean, collectively,
any and all losses, costs, damages, claims, liabilities, expenses, demands or
obligations of any kind or nature whatsoever.

      


      “Major
Casualty/Condemnation” shall mean:

      


      
        	
                 
      

              	
                (a)

              	
                with
      respect to any condemnation or eminent domain proceedings that occurs
      after the date hereof, the portion of the Property that is the subject of
      such proceedings has a value in excess of Five Hundred Thousand and No/100
      Dollars ($500,000.00), as reasonably determined by Seller;
    and

              


      


      
        
           


        

        
          - 3
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                (b)

              	
                with
      respect to any casualty that occurs after the date hereof, either (i) the
      casualty is an uninsured casualty and Seller, in its sole and absolute
      discretion, does not elect to cause the damage to be repaired or restored
      or give Buyer a credit at Closing for such repair or restoration, or (ii)
      the portion of the Property that is damaged or destroyed has a cost of
      repair that is in excess of Five Hundred Thousand and No/100 Dollars
      ($500,000.00), as reasonably determined by
  Seller.

              


      

      


      “Other
Property Rights”
shall mean, collectively, Seller’s interest, if any, in and to all of the
following:  (a) to the extent that the same are in effect as of the
Closing Date, any licenses, permits and other written authorizations necessary
for the use, operation or ownership of the Real Property, and (b) any guaranties
and warranties in effect with respect to any portion of the Real Property or the
Personal Property as of the Closing Date, and (c) the rights of Seller to the
name “Caruth Haven” (it being acknowledged by Buyer that Seller does not have
exclusive rights to use such name and that Seller has not registered the same in
any manner).

      


      “Owner’s
Title Policy”
shall mean an ALTA Owner’s Form of title insurance policy (or such other
comparable form of title insurance policy as is available in the jurisdiction in
which the Property is located and which is reasonably acceptable to Buyer) in
the form of the Title Commitment, in the amount of the Purchase
Price.

      


      “Permitted
Exceptions” shall
mean and include all of the following, subject to the rights of Buyer to object
to matters of title and survey pursuant to Article 4 hereof and the right of
Buyer to terminate this Agreement pursuant to Article 5
hereof:  (a) applicable zoning and building ordinances and land
use regulations, (b) all liens, encumbrances, covenants, conditions,
restrictions, easements and other matters of record listed on Schedule B of the
Title Commitment, to the extent Buyer waives or is deemed to have waived such
matters pursuant to Section 4.2 herein, (c) such other exceptions to title as
are listed on Schedule B of the Title Commitment, excluding the Title Company’s
standard printed exceptions which shall be deemed Title Objections, to the
extent Buyer waives or is deemed to have waived such matters pursuant to Section
4.2 herein (d) such state of facts as disclosed in a Survey of the
Property to the extent Buyer waives or is deemed to have waived such
matters pursuant to Section 4.2 herein, (e) the lien of taxes and
assessments not yet due and payable at Closing (it being agreed by Buyer and
Seller that if any tax or assessment is levied or assessed with respect to the
Property prior to Closing and the owner of the Property has the election to pay
such tax or assessment either immediately or under a payment plan with interest,
Seller shall elect to pay such tax or assessment immediately  unless
otherwise agreed to in writing by Buyer, in Buyer’s sole and absolute
discretion), (f) any exceptions caused by Buyer or any Buyer’s
Representative, and (g) the rights of the tenants under the
Leases.

      


      “Personal
Property” shall
mean, collectively, (a) all tangible personal property owned by Seller that is located on the
Real Property and used in the ownership, operation and maintenance of the Real
Property, (b) all books, records and files of Seller relating to the Real
Property or the Leases and (c) all items of personal property listed on Exhibit
O attached hereto; but specifically excluding from the items described in
both clauses
(a) and (b), any Confidential
Materials and any computer software that is licensed to Seller.


      
        
           


        

        
          - 4
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      “Property” shall mean, collectively,
(a) the Real Property, (b) the Personal Property, (c) Seller’s interest as
landlord in all Leases; (d) Seller’s interest in the Contracts, and (e) the
Other Property Rights.

      


      “Property
Documents” shall
mean, collectively, (a) the Leases, (b) the Contracts, and (c) any other
documents or instruments which constitute, evidence or create any portion of the
Property.

      


      “Property
Manager” shall
mean 12 Oaks Management Services, Inc., a Texas corporation.

      


      “Purchase
Price” shall mean
the sum of Twenty Million Five Hundred Thousand and No/100 Dollars
($20,500,000.00).

      


      “Real
Property” shall
mean that certain parcel of real estate located at 5585 Caruth Haven Lane,
Dallas, County of Dallas, Texas, and legally described in Exhibit
A attached hereto and incorporated herein by this reference, together
with all buildings, improvements and fixtures located thereon as of the Closing
Date and all right, title and interest, if any, in and to all rights, privileges
and appurtenances pertaining thereto including all of Seller’s right, title and
interest, if any, in and to all rights-of-way, open or proposed streets, alleys,
easements, strips or gores of land adjacent thereto; provided, however, that in
the event of any condemnation or casualty that occurs after the date hereof, the
term “Real Property” shall not include any of the foregoing that is destroyed or
taken as a result of any such condemnation proceeding.

      


      “Rents” shall mean all monthly rents
due from the tenants of the Property under the Leases.

      


      “Required
Removal Exceptions” shall mean, collectively,
any Title Objections to the extent (and only to the extent) that the same are
either:

      


      (i)     
       liens evidencing monetary encumbrances
(other than liens for non-delinquent general real estate taxes or assessments)
(“Monetary Liens”) which can be Removed by payment of liquidated amounts,
or

      


      (ii)   
        liens or encumbrances
(including, but not limited to, Monetary Liens) created after the date of this
Agreement in violation of Subsection 4.2.3.

      


      “Seller-Allocated
Amounts” shall
mean, collectively:

      


      (a)      
     with respect to any condemnation or eminent domain
proceedings with respect to any portion of the Property that occurs after the
date hereof and prior to Closing, (i) the out-of-pocket costs, expenses and
fees, including reasonable attorneys’ fees, expenses and disbursements, actually
incurred by Seller in connection with obtaining payment of any award or proceeds
in connection with any such condemnation or eminent domain proceedings, and (ii)
any portion of any such award or proceeds that is allocable to loss of use of
the Property prior to Closing; and


      
        
           


        

        
          - 5
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      (b)      
     with respect to any casualty to any portion of the
Property that occurs after the date hereof and prior to Closing, (i) the
out-of-pocket costs, expenses and fees, including reasonable attorneys’ fees,
expenses and disbursements, actually incurred by Seller in connection with the
negotiation and/or settlement of any casualty claim with an insurer with respect
to the Property, (ii) the proceeds of any rental loss, business interruption or
similar insurance that are allocable to the period prior to the Closing Date,
and (iii) the out-of-pocket, reasonable and actual costs incurred by Seller in
stabilizing and/or repairing the Property following a casualty.

      


      “Seller’s
Broker” shall
mean CLW Health Care Services Group.

      


      “Seller’s
Knowledge” or
words of similar import shall refer only to the actual knowledge of the
Designated Employees following reasonable inquiry and shall not be construed to
refer to the knowledge of any other Seller Party.  For purposes of the
foregoing, “reasonable inquiry” shall mean inquiry by any one of the Designated
Employees with the Executive Director. There shall be no personal liability on
the part of the Designated Employees arising out of any of the Seller’s
Warranties.

      


      “Seller
Parties” shall
mean and include, collectively, (a) Seller; (b) its counsel; (c) Seller’s
Broker; (d) Seller’s property manager, (e) any direct or indirect owner of any
beneficial interest in Seller, (f) any officer, director, employee, or agent of
Seller, its counsel, Seller’s Broker, Seller’s property manager or any direct or
indirect owner of any beneficial interest in Seller; and (g) any other entity or
individual affiliated or related in any way to any of the
foregoing.

      


      “Seller’s
Warranties” shall
mean Seller’s representations and warranties set forth in Section 9.2 and the
limited warranty of title set forth in the deed executed by Seller in connection
with Closing as the same may be deemed modified or waived by Buyer pursuant to
this Agreement.

      


      “Survey” shall mean a survey of the
Property to be obtained as set forth in Article 4.

      


      “Tax
Year” shall mean
the year period commencing on January 1 of each calendar year and ending on
December 31 of each calendar year.

      


      “Title
Commitment” shall
mean that certain commitment to issue an Owner’s Policy of Title
Insurance with respect to the Property to be issued by the Title
Company.

      


      “Title
Company” shall
mean First American Title Insurance Company.


      
        
           


        

        
          - 6
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      “Title
Documents” shall
mean all documents referred to on Schedule B of the Title Commitment as
exceptions to coverage.

      


      “Title
Objections” shall
mean any exceptions to title to which Buyer timely objects in accordance with
the terms of Subsection 4.2.1(a).

      


      “Transaction” shall mean the transaction
contemplated by this Agreement.

      


      


      ARTICLE
2 - SALE OF PROPERTY

      


      Seller
agrees to sell, transfer and assign and Buyer agrees to purchase, accept and
assume, subject to the terms and conditions set forth in this Agreement and the
Exhibits attached hereto, all of Seller’s right, title and interest in and to
the Property.

      


      


      ARTICLE
3 - PURCHASE PRICE

      


      In
consideration of the sale of the Property to Buyer, Buyer shall pay to Seller an
amount equal to the Purchase Price, as prorated and adjusted as set forth in
Article 6, Section 7.2, or as otherwise provided under this
Agreement.

      


      3.1           Earnest Money
Deposit.

      


       3.1.1       Payment
of Deposit.  No later than
5:00 p.m. Eastern Time on the next Business Day after the date of this Agreement
and as a condition precedent to the continued effectiveness and enforceability
of this Agreement, Buyer shall make the Deposit in immediately available funds
with Escrow Agent.

      


       3.1.2       Applicable
Terms; Failure to Make Deposit. Except as expressly
otherwise set forth herein, the Deposit shall be applied against the Purchase
Price on the Closing Date and shall otherwise be held and delivered by Escrow
Agent in accordance with the provisions of Article
13.  Notwithstanding any provision in this Agreement to the
contrary, if Buyer fails to timely make the Deposit as provided herein, at
Seller’s option, Buyer shall be deemed to have elected to terminate this
Agreement and, if Seller elects such option, the parties shall have no further
rights or obligations hereunder except for obligations which expressly survive
the termination of this Agreement.

      


      3.2           Cash at
Closing.  On the Closing
Date, Buyer shall pay to Seller an amount equal to the Purchase Price in
immediately available funds by wire transfer as more particularly set forth in
Section 7.2, as
prorated and adjusted as set forth in Article 6, Section 7.2, or as
otherwise provided under this Agreement, and, as a portion of such payment,
Buyer may cause the Escrow Agent to pay to Seller such portion of the Deposit as
Buyer requires in immediately available funds by wire transfer as more
particularly set forth in Section
7.2.


      
        
           


        

        
          - 7
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      ARTICLE
4 - TITLE MATTERS


      


      4.1           Title to
Real Property.
Buyer shall use good faith and reasonable efforts to obtain the Title
Commitment, copies of all of the Title Documents, and the Survey as soon as
reasonably practicable after the date hereof.  Buyer shall notify
Seller when it receives any of the aforementioned documents and shall promptly
furnish Seller copies of the same.  The cost and expense of the
foregoing shall be borne by the parties in accordance with Section 6.5
hereof.

      


      4.2           Title
Defects.

      


      4.2.1        Buyer’s Objections to Title;
Seller’s Obligations and Rights.

      


      (a)         
  Prior to the end of the Due Diligence Period, Buyer shall have the
right to object in writing to any title matters that appear on the Title
Commitment, the Survey, and any supplemental title reports or updates to the
Title Commitment (whether or not such matters constitute Permitted Exceptions)
and any such liens, encumbrances, exceptions or qualifications shall be
hereinafter referred to as “Title Objections.”  Unless Buyer timely
objects to such title or survey matters, all such matters shall be deemed to
constitute Permitted Exceptions.

      


      (b)          
 Seller shall notify Buyer in writing no later than fourteen (14) days
after Seller’s receipt of Buyer’s notice setting forth the existence of any
Title Objections and indicate to Buyer that Seller either (i) intends to cure
the Title Objections within the applicable cure period, or (ii) intends not to
cure some or all of such exceptions, identifying which of the Title Objections
Seller intends to cure.  Failure of Seller to notify Buyer of its
election to cure any Title Objection shall be deemed to be an election by Seller
not to cure such Title Objection.

      


      (c)       
    In the event Seller affirmatively elects to cure some or
all Title Objections, Seller shall have thirty (30) days, or such longer period
requested by Seller and agreed to by Buyer, in Buyer’s sole and absolute
discretion, following receipt of written notice of the existence of Title
Objections in which to undertake a good faith, diligent effort to cure or
eliminate the Title Objections which Seller has affirmatively elected to cure to
the satisfaction of Buyer and the Title Company in such manner as to permit the
Title Company to either endorse the Title Commitment or issue a replacement
commitment to delete the Title Objections therefrom.

      


      (d)         
  If Seller is unable or elects (or is deemed to have elected) not to
cure or eliminate any Title Objections within the time allowed, Buyer may elect
to terminate this Agreement within ten (10) days following the expiration of
Seller’s thirty (30) day curative period by giving written notice of termination
to Seller, or, alternatively, Buyer may elect to close its purchase of the
Property, accepting the conveyance of the Property subject to the Title
Objections, in which event the closing shall take place on the date specified in
this Agreement, subject to any delays provided for above.  Any such
Title Objection so waived (or deemed waived) by Buyer shall be deemed to
constitute a Permitted Exception and the Closing shall occur as herein provided
without any reduction of or credit against the Purchase Price. If, by giving
written notice to Seller within the time allowed, Buyer elects to terminate this
Agreement because of the existence of uncured Title Objections which Seller
affirmatively elected to cure pursuant to Section 4.2.1 (c) above, then Seller
shall be obligated to reimburse Buyer for its documented, third-party,
out-of-pocket expenses incurred in connection with its entering into this
Agreement and its investigation of the Property; provided, however, that the
reimbursement obligation of Seller under this Agreement shall not exceed the sum
of Two Hundred Thousand and No/100 Dollars ($200,000.00), the Deposit shall be
returned to Buyer and upon such return and reimbursement the obligations of the
parties under this Agreement shall be terminated, except for those obligations
which survive termination hereunder.


      
        
           


        

        
          - 8
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      (e)          
 When Seller has an obligation to cure Title Objections, Seller shall act
diligently and in good faith to effect such cure; provided, however, that, Seller
shall have no obligation to expend monies or institute litigation to cure Title
Objections except as to Required Removal Exceptions.

      


      (f)       
     Buyer and Seller acknowledge that Buyer delivered
its notice of Title Objections to Seller on October 15, 2008, and Seller
delivered its notice to Buyer on October 24, 2008, regarding Seller’s election
not to cure any of such Title Objections.

      


      4.2.2        Discharge
of Title Exceptions.  If on the Closing
Date there are any Required Removal Exceptions or any other Title Objections
which Seller has affirmatively elected in writing to pay and discharge, Seller
may use any portion of the Purchase Price to satisfy the same, provided Seller
shall cause the Title Company to Remove the same.

      


      4.2.3        No New
Exceptions.  From and after
the date hereof, Seller shall not execute or otherwise allow any deed, easement,
restriction, covenant or other matter affecting title to the Property unless
Buyer has received a copy thereof and has approved the same in
writing.  If Buyer fails to approve in writing any such proposed
instrument within three (3) Business Days after receipt of the aforementioned
notice, Buyer shall be deemed to have not approved the proposed
instrument.  Buyer shall not unreasonably withhold its consent with
respect to any such instrument that is proposed between the date hereof and the
expiration of the Due Diligence Period.  Buyer, in its sole and
absolute discretion, shall be entitled to grant or withhold its consent with
respect to any such instrument that is proposed between the end of the Due
Diligence Period and the Closing.

      


      4.3           Title
Insurance.  At
Closing, the Title Company shall issue the Owner’s Title Policy to Buyer,
insuring that title to the Real Property is vested in Buyer subject only to the
Permitted Exceptions.  At Closing, Seller shall provide the Title
Company with such affidavits as are reasonably necessary to delete the standard
printed exception, and such affidavit shall be in a form reasonably required by
the Title Company. Buyer shall be entitled to request that the Title Company
provide such endorsements (or amendments) to the Owner’s Title Policy as Buyer
may reasonably require, provided that (a) such endorsements (or amendments)
shall be at Buyer’s cost, and shall impose no additional liability on, Seller,
and (b) the Closing shall not be delayed as a result of Buyer’s
request.


      
        
           


        

        
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      ARTICLE
5 - BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY

      


      5.1           Buyer’s
Due Diligence.

      


      5.1.1        Access to
Property.  Between the date
hereof and the Closing Date Seller shall allow Buyer and Buyer’s Representatives
access to the Property upon reasonable prior notice at
reasonable times provided (a) such access does not interfere with the operation
of the Property or the rights of tenants; (b) Buyer shall not contact any tenant
without Seller’s prior written consent; and (c) Seller or its designated
representative shall have the right to pre-approve and be present during any
physical testing of the Property.  In addition, Seller will make or
cause to be made available to Buyer copies of the property files of Seller and
the management agent for the Property (other than those files containing
Confidential Materials).  Buyer shall immediately return the Property
to the condition existing prior to any tests and inspections.  Prior
to such time as Buyer or any of Buyer’s Representatives enter the Property,
Buyer shall (i) obtain policies of general liability insurance which insure
Buyer and Buyer’s Representatives with liability insurance limits of not less
than $1,000,000 combined single limit for personal injury and property damage
and name Seller and Seller’s property manager as additional insureds and which
are with such insurance companies, provide such coverages and carry such other
limits as Seller shall reasonably require, and (ii) provide Seller with
certificates of insurance evidencing that Buyer has obtained the aforementioned
policies of insurance.

      


      5.1.2        Limit on
Government Contacts.  Notwithstanding
any provision in this Agreement to the contrary, except in connection with the
preparation of a so-called “Phase I” environmental report with respect to the
Property, Buyer shall not contact any governmental official or representative
regarding hazardous materials on or the environmental condition of the Property
without Seller’s prior written consent thereto, which consent shall not be
unreasonably withheld or delayed.  In addition, if Seller’s consent is
obtained by Buyer, Seller shall be entitled to receive at least five (5) days
prior written notice of the intended contact and to have a representative
present when Buyer has any such contact with any governmental official or
representative.

      


      5.2           As-Is,
Where-Is, With All Faults Sale.  Buyer
acknowledges and agrees as follows:

      


      (a)     
      During the Due Diligence Period, Buyer has
conducted (or has waived its right to conduct), and shall continue to conduct,
such Due Diligence as Buyer has deemed or shall deem necessary or
appropriate.

      


      (b)       
    Except for Seller’s Warranties, the Property shall be
sold, and Buyer shall accept possession of the Property on the Closing Date, “AS
IS, WHERE IS, WITH ALL FAULTS”, with no right of setoff or reduction in the
Purchase Price.


      
        
           


        

        
          - 10
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      (c)        
   Except for Seller’s Warranties, none of the Seller Parties
have or shall be deemed to have made any verbal or written representations,
warranties, promises or guarantees (whether express, implied, statutory or
otherwise) to Buyer with respect to the Property, any matter set forth,
contained or addressed in the Documents (including, but not limited to, the
accuracy and completeness thereof) or the results of Buyer’s Due
Diligence.

      


      In
addition, Buyer expressly understands and acknowledges that it is possible that
unknown Liabilities may exist with respect to the Property and that Buyer
explicitly took that possibility into account in determining and agreeing to the
Purchase Price, and that a portion of such consideration, having been bargained
for between parties with the knowledge of the possibility of such unknown
Liabilities shall be given in exchange for a full accord and satisfaction and
discharge of all such Liabilities.  Notwithstanding the foregoing,
such acknowledgment is not intended to, and shall not be construed to, (i)
effect any contractual assumption of liability as to matters which are not
expressly assumed by Buyer in the documents executed by the parties in
connection with the Transaction, or (ii) affect or impair any rights or remedies
that Buyer may have against Seller as a result of a breach of any of Seller’s
Warranties.

      


      5.3           Termination
of Agreement During Due Diligence Period.  If
Buyer, in its sole and absolute discretion, is not satisfied with the results of
its Due Diligence during the Due Diligence Period, Buyer may terminate this
Agreement by written notice to Seller at any time
prior to 5:00 p.m. Eastern Time on the last day of the Due Diligence Period,
and, in the event of such termination, neither Seller nor Buyer shall have any
liability hereunder except for those obligations which expressly survive the
termination of this Agreement and Buyer shall be entitled to the return of the
Deposit.  In the event Buyer fails to terminate this Agreement prior
to 5:00 p.m. Eastern Time on the last day of the Due Diligence Period, Buyer
shall be deemed to have waived its rights to terminate this Agreement in
accordance with this Article 5.  If after the expiration
of the Due Diligence Period Buyer conducts further Due Diligence, Buyer
acknowledges and agrees that Buyer shall have no further right to terminate this
Agreement with respect to such further Due Diligence or otherwise in accordance
with this Article
5 after the expiration of the Due Diligence Period provided, that the
foregoing shall in no way limit or restrict Buyer’s other rights hereunder or
otherwise.  Buyer and Seller hereby acknowledge that the Due Diligence
Period has expired, and Buyer’s right to terminate this Agreement pursuant to
this Section 5.3 shall be of no further force and effect.

      


      5.4           Buyer's
Certificate.  Buyer shall deliver to Seller at the Closing, a
certificate in the form of Exhibit
C attached hereto.

      


      ARTICLE
6 - ADJUSTMENTS AND PRORATIONS

      


      The
following adjustments and prorations shall be made at Closing:

      


      6.1           Lease
Rentals. All
collected Rents shall be prorated between Seller and Buyer as of 12:01 a.m. on
the Closing Date.  Seller shall be entitled to all Rents attributable
to any period to but not including the Closing Date.  Buyer shall be
entitled to all Rents attributable to any period on and after the Closing
Date.  Rents not collected as of the Closing Date shall not be
prorated at the time of Closing.  After Closing, Buyer shall make a
good faith effort to collect any Rents not collected as of the Closing Date on
Seller’s behalf and to tender the same to Seller upon receipt (which obligation
of Buyer shall survive the Closing and not be merged therein);  provided, however, that all
Rents collected by Buyer on or after the Closing Date shall first be applied to
all amounts due under the Leases at the time of collection (i.e., current Rents and sums
due Buyer as the current owner and landlord) with the balance (if any) payable
to Seller, but only to the extent of amounts delinquent and actually due Seller.
Buyer shall not have an exclusive right to collect the sums due Seller under the
Leases and Seller hereby retains its rights to pursue claims against any tenant
under the Leases for sums due with respect to periods prior to the Closing
Date;  provided, however, that Seller
(i) shall be required to notify Buyer in writing of its intention to commence or
pursue such legal proceedings; (ii) shall only be permitted to commence or
pursue any legal proceedings after the date which is ninety (90) days after
Closing; and (iii) shall not be permitted to commence or pursue any legal
proceedings against any tenant seeking eviction of such tenant or the
termination of the underlying lease.  The terms of the immediately
preceding sentence shall survive the Closing and not be merged
therein.


      
        
           


        

        
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      6.2           Other
Revenues.  Revenues from Property operations other than Rents
(which shall be prorated as provided in Subsection 6.1.1),
security deposits (which will be apportioned as provided in Section 6.6), that
are actually collected shall be prorated between Buyer and Seller as of 12:01
a.m. on the Closing Date.  Seller shall be entitled to all such
revenues attributable to any period to but not including the Closing Date and
Buyer shall be entitled to all such revenues attributable to any period on and
after the Closing Date.  After Closing, Buyer shall make a good faith
effort to collect any such revenues not collected as of the Closing Date on
Seller’s behalf and to tender the same to Seller upon receipt (which obligation
of Buyer shall survive the Closing and not be merged therein); provided, however, that all
such revenues collected by Buyer on or after the Closing Date shall first be
applied to all amounts due to Buyer at the time of collection (i.e., current sums due Buyer
as the current owner and landlord) with the balance (if any) payable to Seller,
but only to the extent of amounts delinquent and actually due
Seller.  Buyer shall not have an exclusive right to collect such
revenues and Seller hereby retains its rights to pursue claims against any
parties for sums due with respect to periods prior to the Closing Date; provided, however, that Seller
(i) shall be required to notify Buyer in writing of its intention to commence or
pursue such legal proceedings; (ii) shall only be permitted to commence or
pursue any legal proceedings after the date which is ninety (90) days after
Closing; and (iii) shall not be permitted to commence or pursue any legal
proceedings against any tenant seeking eviction of such tenant or the
termination of the underlying lease.  The terms of the immediately
preceding sentence shall survive the Closing and not be merged
therein.

      


      6.3           Real Estate and Personal
Property Taxes.

      


      6.3.1        Proration
of Ad Valorem Taxes.  Buyer and Seller shall prorate ad valorem real estate and
personal property taxes for the Property for the Closing Tax Year, based on the
maximum discount available for early payment, and all taxes for prior years
shall be paid by the Seller.  There shall be no proration of ad valorem real estate or
personal property taxes other than as set forth hereinabove and, as between
Buyer and Seller, Buyer agrees that it shall be solely responsible for all such
ad valorem real estate
and personal property taxes due and payable after the Closing.  The
proration of the ad
valorem real estate and personal property taxes actually due and payable
during the Closing Tax Year shall be calculated as follows:


      
        
           


        

        
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      (a)         
  Seller shall be responsible for that portion of such taxes equal to
(i) the total such taxes due and payable during the Closing Tax Year, multiplied by (ii) a fraction,
the numerator of which shall be the number of days in the Closing Tax Year prior
to the Closing Date, and the denominator of which shall be 365; and

      


      (b)       
    Buyer shall be responsible for that portion of such
taxes equal to (i) the total such taxes due and payable during the Closing Tax
Year, multiplied by (ii) a fraction,
the numerator of which shall be the number of days in the Closing Tax Year
subsequent to and including the Closing Date, and the denominator of which shall
be 365.

      


      6.3.2        Insufficient
Information.  If, at Closing, the real estate and/or personal
property tax rate and assessments have not been set for the taxes due and
payable during the Closing Tax Year, then the proration of such taxes shall be
based upon the rate and assessments for the preceding Tax Year, and such
proration shall be adjusted between Seller and Buyer after Closing upon
presentation of written evidence that the actual taxes due and payable during
the Closing Tax Year differ from the amounts used at Closing and in accordance
with the provisions of Section
6.8.

      


      6.3.3        Special
Assessments.  Seller shall pay all installments of special
assessments due and payable prior to the Closing Date and Buyer shall pay all
installments of special assessments due and payable on and after the Closing
Date; provided,
however, that
Seller shall not be required by the foregoing to pay any installments of special
assessments which have not been confirmed or which relate to projects that have
not been completed on the date hereof.

      


      6.3.4        Reassessments.  In
the event the Property has been assessed for property tax purposes at such rates
as would result in reassessment (i.e., “escape assessment” or
“roll-back taxes”) based upon the change in land usage or ownership of the
Property on or after the Closing Date, Buyer hereby agrees to pay all such taxes
and to indemnify and save Seller harmless from and against all Liabilities for
such taxes.  Such indemnity shall survive the Closing and not be
merged therein.

      


      6.4           Other
Property Operating Expenses.  Operating expenses for the
Property shall be prorated as of 12:01 a.m. on the Closing
Date.  Seller shall pay all utility charges and other operating
expenses attributable to the Property to, but not including the Closing Date
(except for those utility charges and operating expenses payable by tenants in
accordance with the Leases) and Buyer shall pay all utility charges and other
operating expenses attributable to the Property on or after the Closing Date
(except for those utility charges and operating expenses payable by tenants in
accordance with the Leases).  To the extent that the amount of actual
consumption of any utility services is not determined prior to the Closing Date,
a proration shall be made at Closing based on the last available reading and
post-closing adjustments between Buyer and Seller shall be made within twenty
(20) days of the date that actual consumption for such pre-closing period is
determined, which obligation shall survive the Closing and not be merged
therein.  Seller shall not assign to Buyer any deposits which Seller
has with any of the utility services or companies servicing the
Property.  Buyer shall arrange with such services and companies to
have accounts opened in Buyer’s name beginning at 12:01 a.m. on the Closing
Date.  From and after Closing, Buyer shall assume all liability for
all accrued, unpaid employee costs (including all accrued vacation, sick leave
or other benefits) owed to employees of Property Manager as of the Closing Date,
provided that Buyer receives a credit for all such amounts against the Purchase
Price at Closing.  Seller is responsible for and shall discharge and
pay all amounts attributable to deductibles under any insurance claims arising
under any policy maintained by Property Manager with respect to the Property
from events occurring prior to Closing.  Notwithstanding the foregoing
to the contrary, in no event shall Seller have any liability under this Section
6.4 for deductibles to the extent relating to claims relating to periods arising
on or after Closing.  Seller’s obligation under this Section 6.4 shall
terminate on the date which is twelve (12) months following
closing.


      
        
           


        

        
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      6.5           Closing
Costs.  Buyer shall pay the costs and expenses associated with
the following: (a) all costs of Buyer’s Due Diligence, including fees due its
consultants and attorneys, (b) all lenders’ fees and other costs of any
kind  related to any financing to be obtained by Buyer,
(c)  one-half of all escrow or closing charges, (d) one-half of all
premiums and charges of the Title Company for any Owner’s Title Policy, (e)
one-half of the cost of the Survey, (f) one half of all recording and filing
charges in connection with the instruments by which Seller conveys title to the
Property, and (g) one half of all transfer taxes, sales taxes, documentary stamp
taxes and similar charges, if any, applicable to the transfer of the Property to
Buyer. Seller shall pay the following costs and expenses associated with the
Transaction: (i) all fees due its attorneys, (ii)  all costs incurred
in connection with causing the Title Company to remove any Required Removal
Exceptions or to remove any other Title Objections, (iii) one-half of all escrow
or closing charges, (iv) one-half of all premiums and charges of the Title
Company for any Owner’s Title Policy, (v) one-half of the cost of the Survey,
(vi) one half of all recording and filing charges in connection with the
instruments by which Seller conveys title to the Property, and (vii) one half of
all transfer taxes, sales taxes, documentary stamp taxes and similar charges, if
any, applicable to the transfer of the Property to Buyer.  The
obligations of the parties under this Section 6.5 shall
survive the Closing (and not be merged therein) or any earlier termination of
this Agreement.

      


      6.6           Cash
Security Deposits. At Closing, Seller shall give Buyer a credit against
the Purchase Price in the aggregate amount of any cash security deposits then
held by Seller under the Leases, except that non-refundable deposits shall be
prorated by Seller and Buyer as rent paid over the term of the applicable
Lease.

      


      6.7           Apportionment
Credit. In the event the apportionments to be made at the Closing result
in a credit balance (a) to Buyer, such sum shall be paid at the Closing by
giving Buyer a credit against the Purchase Price in the amount of such credit
balance, or (b) to Seller, Buyer shall pay the amount thereof to Seller at the
Closing by wire transfer of immediately available funds to the account or
accounts to be designated by Seller for the payment of the Purchase
Price.


      
        
           


        

        
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      6.8           Post-Closing
Reconciliation.

      


      6.8.1        Adjustment Period.
The parties agree that any amounts prorated or credited pursuant to this Article 6 shall be
paid at Closing as can best be determined.  The parties shall be
required to correct any prorated or credited amounts that prove to be incorrect
(for any reason whatsoever) at any time from the Closing Date to ninety (90)
calendar days after the Closing Date (the “Post-Closing Adjustment
Period”).

      


      6.8.2        Buyer’s Post-Closing
Reconciliation. Within sixty (60) calendar days after the Post-Closing
Adjustment Period, Buyer shall prepare and deliver to Seller a post-Closing
reconciliation representing Buyer’s determination of all prorated or credited
adjustments (the “Buyer’s Post-Closing
Reconciliation”).  Within ten (10) business days following
Seller’s receipt of the Buyer’s Post-Closing Reconciliation, Seller may object
to any of the information contained therein by delivering a written notice of
such objection and the reasons therefor to Buyer (the “Reconciliation
Objection”).  Within ten (10) business days following Buyer’s
receipt of the Reconciliation Objection, Buyer shall respond by delivering
written notice to Seller specifying the scope of its disagreement with Seller’s
Reconciliation Objection (the “Objection
Response”).  If Seller fails to deliver the Reconciliation
Objection or Buyer fails to deliver the Objection Response within the required
time period, the party failing to make such delivery shall be deemed to have
accepted the other party’s determination.

      


      6.8.3        Dispute Resolution Following
Objection. If Buyer timely delivers the Objection Response, then Buyer
and Seller shall promptly meet and attempt in good faith to resolve the dispute
relating to the Buyer’s Post-Closing Reconciliation (the “Reconciliation
Dispute”).  If Buyer and Seller are unable to resolve the
Reconciliation Dispute within thirty (30) calendar days following Buyer’s
delivery of the Objection Response, then within fifteen (15) calendar days
Seller may elect to have the Reconciliation Dispute resolved by a nationally
recognized firm of independent public accountants as to which Buyer and Seller
mutually agree (the “Accounting Firm”),
who shall, acting as expert and not as arbitrator determine whether and to what
extent, if any, the Buyer’s Post-Closing Reconciliation requires
adjustment.  If Seller fails to have the Reconciliation Dispute
resolved by an Accounting Firm within the required time period, the
Reconciliation Dispute shall be deemed resolved in favor of
Buyer.  Buyer and Seller shall supply such documents and information
as the Accounting Firm reasonably requires to perform its
services.  The Accounting Firm shall be instructed to use every
reasonable effort to perform its services within thirty (30) calendar days after
submission of the Reconciliation Dispute to it and, in any case, as soon as
practicable after such submission.  The Accounting Firm’s fees shall
be borne by the Buyer if the Accounting Firm determines that Buyer’s
Post-Closing Reconciliation requires adjustment of greater than five percent
(5%), and shall be borne by the Seller if the adjustment is equal to or less
than five percent (5%).

      


      6.8.4        Payment. Once a
post-Closing reconciliation has been finalized pursuant to this Section 6.9, if
either party received a net benefit, the party receiving such net benefit shall
promptly, but in no event later than five (5) business days after the
post-Closing reconciliation has been finalized, pay to the other party an amount
equal to such net benefit.


      
        
           


        

        
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      6.8.5        Survival. The
provisions of this Section 6.8 shall
survive the Closing and not be merged therein.

      


      ARTICLE
7 - CLOSING

      


      Buyer and
Seller hereby agree that the Transaction shall be consummated as
follows:

      


      7.1           Closing
Date.  Closing shall occur on the Closing Date, or such earlier
date as may be agreed to by both parties.  The parties shall conduct
an escrow-style closing through the Title Company (or such other party selected
by Buyer and Seller) so that it will not be necessary for any party to attend
the Closing (Buyer and Seller shall have pre-Closings to finalize and sign all
documents not later than the day prior to Closing, and deliver such items to the
escrow agent).

      


      7.2           Title
Transfer and Payment of Purchase Price.  Provided all
conditions precedent to Seller’s obligations hereunder have been satisfied,
Seller agrees to convey the Property to Buyer upon confirmation of receipt of
the Purchase Price by the Escrow Agent as set forth below.  Provided
all conditions precedent to Buyer’s obligations hereunder have been satisfied,
Buyer agrees to pay the amount specified in Article 3 by timely
delivering the same to the Escrow Agent no later than 11:00 a.m. Eastern Time on the Closing
Date and causing the Escrow Agent to deposit the same in Seller’s
designated account by 12:00 noon Eastern Time on the Closing
Date.  In addition, for each full or partial day after 12:00 noon
Eastern Time on the Closing Date that Seller has not received in its account the
payment specified in Article 3, Buyer shall pay to
Seller at Closing (and as a condition thereto) the greater of (a) an amount
equal to one (1) day’s interest on the unpaid funds at the rate per annum equal to the
“prime rate” as such rate is reported in the “Money Rates” section of The Wall Street Journal, as
published and distributed in New York, New York, in effect from time to time,
and (b) an amount equal to the per diem proration for one
(1) day.  Notwithstanding the foregoing, subject to any extensions of
the Closing Date purusant to Section 4.2.1(d) or Section 9.3.3, or any other
extension agreed to in writing by the parties, Seller shall have the right to
terminate this Agreement at any time if such payment is not received in Seller’s
designated account by 12:00 noon Eastern Time on the Closing
Date.

      


      7.3           Seller's
Closing Deliveries.  At the Closing, Seller shall deliver or
cause to be delivered the following:

      


      (a)       
    Deed.  A
deed in the form of Exhibit
D attached hereto and incorporated herein by this reference (“Deed”) executed and
acknowledged by Seller.

      


      (b)       
    Bill of
Sale.  A bill of sale in the form of Exhibit
E attached hereto and incorporated herein by this reference (“Bill of Sale”)
executed by Seller.


      
        
           


        

        
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      (c)         
  Assignment
of Tenant Leases.  An assignment and assumption of tenant
leases, in the form of Exhibit
F attached hereto and incorporated herein by this reference (“Assignment of
Leases”) executed by Seller.

      


      (d)       
    Assignment
of Intangible Property.  An assignment and assumption of the
Contracts and the Other Property Rights (to the extent the same are not
transferred by the Deed, Bill of Sale or Assignment of Leases) in the form of
Exhibit
G attached hereto and incorporated herein by this reference (“Assignment of Intangible
Property”) executed by Seller.

      


      (e)  
         Notice to
Tenants.  A single form letter in the form of Exhibit
H attached hereto and incorporated herein by this reference, executed by
Seller, duplicate copies of which shall be sent by Buyer after Closing to each
tenant under the Leases.

      


      (f)     
       Non-Foreign
Status Affidavit.  A non-foreign status affidavit in the form
of Exhibit
I attached hereto and incorporated herein by this reference, as required
by Section 1445 of the Internal Revenue Code, executed by Seller.

      


      (g)     
      Evidence
of Authority.  A certificate of an officer of Seller
establishing to the reasonable satisfaction of the Title Company the authority
of Seller to consummate the Transaction.

      


      (h)      
     Closing
Statement.  A Closing Statement in form reasonably agreed upon
by the parties (the “Closing Statement”).

      


      (i)         
   Title
Affidavit.  A Seller’s Title Affidavit in the form of Exhibit
J attached hereto and incorporated herein by this reference.

      


      (j)      
      Other
Documents.  Such other documents as may be reasonably required
by the Title Company or as may be agreed upon by Seller and Buyer to consummate
the Transaction.

      


      (k)      
     Management
Agreement. 
Intentionally deleted.

      


      (l)          
  Tax
Returns.  If applicable, duly completed and signed real estate
transfer tax or sales tax returns.

      


      (m)           Keys and
Original Documents.  Keys to all locks on the Real Property in
Seller’s or Seller’s building manager’s possession and originals or, if
originals are not available, copies, of all of the Property Documents, to the
extent not previously delivered to Buyer.

      


      (n)        
   Minimum
Threshold Escrow Agreement. A “Minimum Threshold Agreement” executed by
Seller, in the form of Exhibit
N attached hereto and incorporated herein by this
reference.


      
        
           


        

        
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      The items
to be delivered by Seller in accordance with the terms of this Section 7.3 shall be
delivered to Escrow Agent no later than 5:00 p.m. Eastern Time on the last
Business Day prior to the Closing Date, except that the items in the paragraph
entitled “Keys and Original Documents” shall be delivered by Seller outside of
escrow and shall be deemed delivered if the same are located at the Property on
the Closing Date.

      


      7.4           Buyer
Closing Deliveries. At the Closing, Buyer shall deliver or cause to be
delivered the following:

      


      (a)        
   Purchase
Price.  The Purchase Price, as adjusted for apportionments and
other adjustments required under this Agreement, plus any other amounts required
to be paid by Buyer at Closing.

      


      (b)        
   Assignment
of Leases.  The Assignment of Leases executed and acknowledged
by Buyer.

      


      (c)        
   Assignment
of Intangible Property.  The Assignment of Intangible Property
executed and acknowledged by Buyer.

      


      (d)        
   Buyer’s
As-Is Certificate.  The certificate of Buyer required under
Article 5
hereof.

      


      (e)       
    Evidence
of Authority. Documentation to establish to Seller’s reasonable
satisfaction the due authorization of Buyer’s acquisition of the Property and
Buyer’s execution of this Agreement and the documents required to be delivered
by Buyer pursuant to this Agreement and the consummation of the
Transaction.

      


      (f)       
     Closing
Statement.  The Closing Statement.

      


      (g)       
    Other
Documents.  Such other documents as may be reasonably required
by the Title Company or may be agreed upon by Seller and Buyer to consummate the
Transaction.

      


      (h)        
   Tax
Returns.  If applicable, duly completed and signed real estate
transfer tax or sales tax returns.

      


      (i)      
      Management
Agreement. Intentionally
deleted.

      


      (j)        
    Minimum
Threshold Agreement. The Minimum Threshold Escrow Agreement executed by
Buyer in the form of Exhibit N attached hereto and incorporated herein by this
reference.


      
        
           


        

        
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      The
Purchase Price shall be paid in accordance with the terms of Section 7.2
hereof.  The items to be delivered by Buyer in accordance with Subsections
7.4(b)-(j) shall be delivered to Escrow Agent no later than 5:00 p.m.
Eastern Time on the last Business Day prior to the Closing Date.

      


      ARTICLE
8 - CONDITIONS TO CLOSING

      


      8.1           Conditions
to Seller’s Obligations.  Seller’s obligation to close the
Transaction is conditioned on all of the following, any or all of which may be
waived by Seller by an express written waiver (other than with respect to the
effectiveness of the Management Agreement), at its sole option:

      


      (a)            Intentionally
deleted;

      


      (b)        
   Representations
True.  All representations and warranties made by Buyer in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date, as if made on and as of such date except to the extent they
expressly relate to an earlier date;

      


      (c)        
   Buyer's
Financial Condition. No petition has been
filed by or against Buyer under the Federal Bankruptcy Code or any similar state
or federal Law, whether now or hereafter existing; and

      


      (d)         
  Buyer's
Deliveries Complete.  Buyer shall have delivered the funds
required hereunder and all of the documents to be executed by Buyer set forth in
Section 7.4 and
shall have performed all other covenants, undertakings and obligations, and
complied with all conditions required by this Agreement, to be performed or
complied with by Buyer at or prior to the Closing.

      


      (e)           
Management
Agreement. That certain Property Management Agreement executed as of the
date hereof between Property Manager and Buyer shall be in full force and effect
as of Closing.

      


      8.2           Conditions
to Buyer’s Obligations.  Buyer’s
obligation to close the Transaction is conditioned on all of the following, any
or all of which may be expressly waived by Buyer in writing (other than with
respect to the effectiveness of the Management Agreement), at its sole
option:

      


      (a)        
   Representations
True.  Subject to the provisions of Section 9.3, all
representations and warranties made by Seller in this Agreement, as the same may
be amended as provided in Section 9.3, shall be
true and correct in all material respects on and as of the Closing Date, as if
made on and as of such date except to the extent that they expressly relate to
an earlier date only and not as of the Closing;


      
        
           


        

        
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      (b)      
     Seller’s
Financial Condition. No petition has been
filed by or against Seller under the Federal Bankruptcy Code or any similar
state or federal Law, whether now or hereafter existing; and

      


      (c)       
    Title
Conditions Satisfied.  At the time of the Closing, title to the
Property shall be as provided in Article 4 of this
Agreement; and

      


      (d)        
   Seller's
Deliveries Complete.  Seller shall have delivered all of the
documents and other items required pursuant to Section 7.3 and shall
have performed all other covenants, undertakings and obligations, and complied
with all conditions required by this Agreement, to be performed or complied with
by Seller at or prior to the Closing.

      


      (e)          
 Financing
Contingency.  Buyer shall have received loan proceeds from a
third-party lender prior to or at Closing in an amount not less than TEN MILLION
TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($10,250,000.00) upon terms
satisfactory to Purchaser in its sole discretion.

      


      (f)       
     Management
Agreement. That certain Property Management Agreement executed as of the
date hereof between Property Manager and Buyer shall be in full force and effect
as of Closing

      


      8.3           Waiver of
Failure of Conditions Precedent.  At any time or
times on or before the date specified for the satisfaction of any condition,
Seller or Buyer may elect in writing to waive the benefit of any such condition
set forth in Section
8.1 or Section
8.2, respectively.  By closing the Transaction, Seller and
Buyer shall be conclusively deemed to have waived the benefit of any remaining
unfulfilled conditions set forth in Section 8.1 and Section 8.2,
respectively. In the event any of the conditions set forth in Section 8.1 or Section 8.2 are
neither waived nor fulfilled, Seller or Buyer (as appropriate) may exercise such
rights and remedies, if any, that such party may have pursuant to the terms of
Article 11
hereof. If however the Closing does not occur under this Agreement due to
any of the conditions described in Section 8.2 failing
to occur, so long as Seller has not sooner terminated this Agreement as a result
of a default by Buyer hereunder and in any event notwithstanding Seller’s right
to terminate provided for in Section 11.1 hereof,
Buyer shall have the right, to elect, as its sole and exclusive remedy, to
terminate this Agreement by written notice to Seller, promptly after which any
Deposit shall be promptly refunded in full to Buyer.

      


      8.4           Approvals
not a Condition to Buyer's Performance.  Subject to
Buyer’s right to terminate this Agreement prior to the expiration of the Due
Diligence Period in accordance with the terms of Article 5 hereof,
Buyer acknowledges and agrees that its obligation to perform under this
Agreement is not contingent upon Buyer’s ability to obtain any (a) governmental
or quasi-governmental approval of changes or modifications in use or zoning, or
(b) modification of any existing land use restriction.


      
        
           


        

        
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      ARTICLE
9 - REPRESENTATIONS AND WARRANTIES

      


      9.1           Buyer's
Representations.  Buyer represents
and warrants to, and covenants with, Seller as follows:

      


      9.1.1        Buyer's
Authorization.  Buyer (and as used in this Section 9.1.1, the
term Buyer includes any general partners or managing members of Buyer) (a) is
duly organized (or formed), validly existing and in good standing under the Laws
of its State of
organization and, as and to the extent required by Laws for this Transaction,
the State in which the Property is located, (b) is authorized to consummate the
Transaction and fulfill all of its obligations hereunder and under all documents
contemplated hereunder to be executed by Buyer, and (c) has all necessary power
to execute and deliver this Agreement and all documents contemplated hereunder
to be executed by Buyer,
and to perform all of its obligations hereunder and thereunder.  This
Agreement and all documents contemplated hereunder to be executed by Buyer, have
been duly authorized by all requisite partnership, corporate or other required
action on the part of Buyer and are the valid and legally binding obligation of
Buyer, enforceable in
accordance with their respective terms.  Neither the execution and
delivery of this Agreement and all documents contemplated hereunder to be
executed by Buyer, nor the performance of the obligations of Buyer hereunder or
thereunder will result in the violation of any Law or any provision of the
organizational documents of Buyer or will conflict with any order or decree of
any court or governmental instrumentality of any nature by which Buyer is
bound.

      


      9.1.2        Buyer's
Financial Condition.  No petition has been filed by or against
Buyer under the Federal Bankruptcy Code or any similar state or federal
Law.

      


      9.1.3        Plan
Assets; ERISA. Buyer is not an “employee benefit plan” subject to the
provisions of Title I of ERISA or a “plan” subject to Section 4975 of the Code
and Buyer is not using “plan assets” of any such employee benefit plan or plan
to acquire the Property

      


      9.2           Seller's
Representations.  Seller represents
and warrants to Buyer as follows:

      


      9.2.1        Seller's
Authorization.  Seller (and as used in this Section 9.2.1, the
term Seller includes any general partners or managing members of Seller) (a) is
duly organized (or formed), validly existing and in good standing under the Laws
of its State of organization and, as and to the extent required by applicable
Laws, of the State in which the Property is located, (b) is authorized to
consummate the Transaction and fulfill all of its obligations hereunder and
under all documents contemplated hereunder to be executed by Seller, and (c) has
all necessary power to execute and deliver this Agreement and all documents
contemplated hereunder to be executed by Seller, and to perform all of its
obligations hereunder and thereunder.  This Agreement and all
documents contemplated hereunder to be executed by Seller, have been duly
authorized by all requisite partnership, corporate or other required action on
the part of Seller and are the valid and legally binding obligation of
Seller, enforceable in
accordance with their respective terms.  Neither the execution and
delivery of this Agreement and all documents contemplated hereunder to be
executed by Seller, nor the performance of the obligations of Seller hereunder
or thereunder will result in the violation of any Law or any provision of the
organizational documents of Seller or will conflict with any order or decree of
any court or governmental instrumentality of any nature by which Seller is bound
or result in the violation of, or give any third party the right to terminate,
modify or accelerate, any agreement to which Seller is bound.


      
        
           


        

        
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      9.2.2        Other Seller's
Representations.

      


      (a)  
         Except as listed in Exhibit
K attached hereto and incorporated herein by this reference, there are no
outstanding judgments or current or pending or, to Seller’s knowledge,
threatened or contemplated litigation against Seller (including, but not limited
to, condemnation proceedings against the Property) or, to Seller’s Knowledge,
Manager with respect to the Property.

      


      (b)   
        The Contracts listed in Exhibit
B attached hereto constitute all of the contracts and agreements related
to or affecting the Property and, except for (i) the Contracts listed in Exhibit
B attached hereto, (ii) the Leases, and (iii) the Permitted Exceptions,
Seller has not entered into any contracts, subcontracts or agreements affecting
the Property that will be binding upon Buyer after the Closing.

      


      (c)     
      Except as listed in Exhibit
K attached hereto, Seller has not received written notice of any default
under the Contracts which has not been cured on or before the date hereof, and
to Seller’s Knowledge no such default has occurred or currently
exists.

      


      (d)      
     As of the date hereof and as updated as of
Closing, the only tenants under signed leases at the Property are the tenants
listed in Exhibit
L attached hereto and incorporated herein by this reference.

      


      (e)        
   Except as listed in Exhibit
K attached hereto and except for violations that have been cured, Seller
has not received written notice of any violation of any law, statute, rule,
regulation or ordinance applicable to the Property, and to Seller’s Knowledge no
such violation has occurred or currently exists.

      


      (f)      
      As of the date hereof, there are no
currently effective leasing commission agreements with respect to the
Property.

      


      (g)      
     As of the date hereof and as updated as of
Closing, except as set forth on Exhibit
K
attached hereto and except for defaults cured on or before the date hereof,
neither Seller nor, to Seller’s Knowledge, Manager, has either (i) received any
written notice from any tenant of the Property asserting or alleging that Seller
is in default under such tenant’s Lease, or (ii) sent to any tenant of the
Property any written notice alleging or asserting that such tenant is in default
under such tenant’s Lease.


      
        
           


        

        
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      (h)       
    As of the date hereof and as updated as of Closing, the
rent roll attached as Exhibit
L
and incorporated herein by this reference (the “Rent Roll”), shall include the
amounts of any resident security deposits, is true, correct and complete in all
material respects;  provided, however, that for the
purposes hereof, the Rent Roll shall only be deemed to be materially inaccurate
or incorrect if it is inaccurate or incorrect by more than TEN THOUSAND AND
NO/100 DOLLARS ($10,000).

      


      (i)           
 No Rents or Leases have been assigned, transferred or hypothecated by
Seller, except by virtue of mortgage loan instruments which shall be paid in
full by Seller at or prior to Closing.  

      


      (j)       
     The Personal Property to be transferred to Buyer
is free and clear of liens, security interests and other encumbrances arising
by, through or under Seller and constitutes all of the material personal
property used in connection with the operation of the Property.

      


      (k)       
    Except as disclosed in the Title Commitment, as of the
date of this Agreement and as updated as of Closing and except as listed in
Exhibit
K attached hereto, Seller has not received any written notice from any governmental
agency that any special assessments are pending, noted or levied against the
Property, and to Seller’s Knowledge none exist.

      


      (l)       
     Except as disclosed in the Title Commitment, as of
the date of this Agreement and as updated as of Closing, Seller has not received
any written notice of any proposed reassessments of the Property from the local
taxing agencies that would, in the reasonable judgment of Seller, increase real
property taxes or assessments against the Property, and to Seller’s Knowledge
none exist.

      


      (m)           No
petition has been filed by Seller nor, to Seller’s Knowledge, filed by or
threatened to be filed by any third party, nor has Seller received written
notice of any petition filed against Seller, under the Federal Bankruptcy Code
or any similar state or federal Law.

      


      (n)        
   As of the date hereof, except as listed in Exhibit
K
attached hereto and except for violations that have been cured, Seller has not
received any written notice from any insurance company that carries any of
Seller’s insurance with respect to the Property that any portion of the Property
violates any building, fire, or health code, statute, ordinance, rule or
regulation applicable to the Property.


      
        
           


        

        
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      (o)      
     There are no outstanding rights of first refusal,
options or other agreements binding upon Seller whereby any individual or entity
has the right to purchase all or any part of the Property.

      


      (p)       
    Except as set forth in the reports delivered to Buyer in
accordance with Section 5.1.1, to Seller’s Knowledge, no Hazardous Materials
exist at, on, or under the Property.  Seller has not filed and, to
Seller’s knowledge, has not been required to file, any notice reporting a
release of any Hazardous Materials on, near or around the Property and Seller
has not received any notice or citation for noncompliance with applicable
environmental Laws at or with respect to the Property and, to Seller’s
Knowledge, there is no investigation pending, contemplated or threatened
regarding the violation by Seller of applicable environmental Laws at or with
respect to the Property whether arising out of any and all claims or causes of
action based upon CERCLA (Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA
(Superfund Amendment and Reauthorization Act of 1986) and as may be further
amended from time to time), the Resource Conservation and Recovery Act of 1976,
42 U.S.C. §§6901 et
seq., or any related claims or causes of action or any other federal,
state or municipal based statutory or regulatory causes of action for
environmental contamination at, in, about or under the
Property.  

      


      (q)         
  Exhibit
Q attached hereto is a true and complete list of all Licenses held by the
Seller and/or, to Seller’s Knowledge, Manager, with respect to the operation of
the Property as an assisted living facility.  As of the date of this
Agreement and as updated as of Closing, and except for violations that have been
cured,to Seller’s Knowledge, no applications, complaints or proceedings are
pending, contemplated or threatened against Seller, the Licenses, or the
Facility which may result in (i) the revocation, modification, non-renewal or
suspense of any such Licenses, (ii) the denial of any pending application with
respect to such Licenses, (iii) the issuance of any cease and desist order
against the Facility, or (iv) the imposition of any fines, forfeitures or other
administrative action with respect to the Facility or its operation as an
assisted living facility.

      


      (r)       
     At no time during Seller’s ownership of the
Property has the Property, directly or indirectly, been a provider in or
reimbursed under any federally funded healthcare program or expense
reimbursement program, such as Medicare or Medicaid.

      


      (s)        
   Seller is not a “foreign person” within the meaning of Section
1445 of the Code and the Regulations issued thereunder.

      


      (t)         
   During Seller’s ownership of the Property, Seller has not
leased nor reserved for lease any unit at the property as an affordable housing
unit or for low- or moderate-income residents.  To Seller’s Knowledge,
the Property is not required to lease or reserve any unit or bedroom as an
affordable housing unit or bedroom or for low- or moderate-income residents
pursuant to a presently existing agreement or Applicable Law.


      
        
           


        

        
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      (u)        
   Seller has no employees.

      


      (v)         
  Seller has delivered to Buyer the financial statements (including
balance sheet and income statement) for Seller and the Property attached hereto
as Exhibit
R (the "Financial
Statements") for the current calendar year through August 31,
2008.  The Financial Statements were prepared in accordance with
income tax reporting requirements, and to Seller’s Knowledge are materially
accurate and complete.

      


      9.2.3        ERISA.  Seller is not an
“employee benefit plan” subject to the provisions of Title I of ERISA or a
“plan” subject to Section 4975 of the Code, and neither the Property nor any
interest therein constitutes “plan assets” of any such employee benefit plan or
plan.

      


      9.3           General
Provisions.

      


      9.3.1        No
representation as to Leases.  Seller does not
represent or warrant that any particular Lease or Leases will be in force or
effect on the Closing Date or that the tenants will have performed their
obligations thereunder.

      


      9.3.2        Seller’s
Warranties Deemed Modified.  To the extent that Buyer knows or
is deemed to know prior to the expiration of the Due Diligence Period that
Seller’s Warranties are inaccurate, untrue or incorrect in any way, such
Seller’s Warranties shall be deemed modified to reflect the extent of Buyer’s
knowledge or deemed knowledge, as the case may be.

      


      9.3.3        Notice of
Breach; Seller's Right to Cure.  If after the expiration of the
Due Diligence Period but prior to the Closing, Buyer obtains actual knowledge
that any of Seller’s Warranties are untrue, inaccurate or incorrect in any
material respect, Buyer shall give Seller written notice thereof within five (5)
Business Days of obtaining such knowledge (but, in any event, prior to the
Closing).  If at or prior to the Closing, Seller obtains actual
knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in
any material respect, Seller shall give Buyer written notice thereof within five
(5) Business Days of obtaining such knowledge (but, in any event, prior to the
Closing).  In either such event, Seller shall have the right to cure
such misrepresentation or breach and shall be entitled to a reasonable
adjournment of the Closing (not to exceed thirty (30) days) for the purpose of
such cure.  If Seller is unable to so cure any misrepresentation or
breach, then Buyer, as its sole remedy for any and all such materially untrue,
inaccurate or incorrect material representations or warranties, shall elect
either (a) to waive such misrepresentations or breaches of representations and
warranties and consummate the Transaction without any reduction of or credit
against the Purchase Price, or (b) to terminate this Agreement by written notice
given to Seller on the Closing Date, in which event this Agreement shall be
terminated, any Deposit shall be returned to Buyer, and Seller shall be
obligated to reimburse Buyer for its documented, third-party, out-of-pocket
expenses incurred in connection with its entering into this Agreement and its
investigation of the Property; provided, however, that the reimbursement
obligation of Seller under this Agreement shall not exceed the sum of Two
Hundred Thousand and No/100 Dollars ($200,000.00) and, thereafter, neither party
shall have any further rights or obligations hereunder except as provided in any
section hereof that by its terms expressly provides that it survives any
termination of this Agreement.  If any of Seller’s Warranties are
untrue, inaccurate or incorrect but are not, in the aggregate, untrue,
inaccurate or incorrect in any material respect in Buyer’s reasonable
discrection, Buyer shall be deemed to waive such misrepresentation or breach of
warranty, and Buyer shall be required to consummate the Transaction without any
reduction of or credit against the Purchase Price.  The untruth,
inaccuracy or incorrectness of Seller’s Warranties shall be deemed material only
if Buyer’s aggregate damages resulting from the untruth, inaccuracy or
incorrectness of Seller’s Warranties are reasonably estimated to exceed Fifty
Thousand and No/100ths Dollars ($50,000.00).


      
        
           


        

        
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      9.3.4        Survival;
Limitation on Seller's Liability.  Seller’s Warranties shall
survive the Closing and not be merged therein for a period of twelve (12) months
and Seller shall only be liable to Buyer hereunder for a breach of Seller’s
Warranties made herein or in any of the documents executed by Seller at the
Closing with respect to which a claim is made by Buyer against Seller on or
before twelve (12) months after the date of the Closing.  Anything in
this Agreement to the contrary notwithstanding, the maximum aggregate liability
of Seller for breaches of Seller’s Warranties shall be limited as set forth in
Section 15.14
hereof.  Notwithstanding the foregoing, however, if the Closing
occurs, Buyer hereby expressly waives, relinquishes and releases any right or
remedy available to it at law, in equity, under this Agreement or otherwise to
make a claim against Seller for damages that Buyer may incur, or to rescind this
Agreement and the Transaction, as the result of any of Seller’s Warranties being
untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such
representation or warranty was untrue, inaccurate or incorrect at the time of
the Closing, or (b) Buyer’s damages as a result of such representations or
warranties being untrue, inaccurate or incorrect are reasonably estimated to
aggregate less than Fifty Thousand and No/100ths Dollars
($50,000.00).   Notwithstanding the foregoing, however, if the
Closing occurs, Seller hereby expressly waives, relinquishes and releases any
right or remedy available to it at law, in equity, under this Agreement or
otherwise to make a claim against Buyer for damages that Seller may incur, or to
rescind this Agreement and the Transaction, as the result of any of Buyer’s
warranties being untrue, inaccurate or incorrect if (a) Seller knew or is deemed
to know that such representation or warranty was untrue, inaccurate or incorrect
at the time of the Closing, or (b) Seller’s damages as a result of such
representations or warranties being untrue, inaccurate or incorrect are
reasonably estimated to aggregate less than Fifty Thousand and No/100ths Dollars
($50,000.00).


      
        
           


        

        
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      ARTICLE
10 - COVENANTS

      


      10.1         Buyer's
Covenants.  Buyer hereby covenants as follows:

      


      10.1.1      Confidentiality.  Buyer
acknowledges that any information heretofore or hereafter furnished to
Buyer with respect to the Property has been and will be so furnished on the
condition that Buyer maintain the confidentiality
thereof.  Accordingly, Buyer shall hold, and shall direct Buyer’s
Representatives to hold in strict confidence, and Buyer shall not disclose, and
shall instruct Buyer’s Representatives not to disclose to any other person
without the prior written consent of Seller until the Closing shall have been
consummated, (a) the terms of the Agreement, (b) any of the information in
respect of the Property delivered to Buyer, Buyer’s Representatives, or by
Seller or any of the Seller Parties, including, but not limited to, any
information hereafter obtained by Buyer or any Buyer’s Representatives in
connection with its Due Diligence, and (c) the identity of Seller, and, if
applicable, the identity of any direct or indirect owner of any beneficial
interest in Seller. In addition, the parties hereby agree that, after Closing,
each party shall continue to hold, and shall cause their respective
representatives to hold, the terms of this Agreement and the identity of Seller,
and, if applicable, the identity of any direct or indirect owner of any
beneficial interest in Seller in strict confidence, and neither Selelr nor
Buyer shall disclose, and shall prohibit each parties representatives from
disclosing, such information to any other person without the prior written
consent of the other party.   In the event the Closing does not
occur or this Agreement is terminated, Buyer shall promptly return to Seller all
copies of documents containing any of such information without retaining any
copy thereof or extract therefrom.  Notwithstanding anything to the
contrary hereinabove set forth, Buyer may disclose such information (i) on a
need-to-know basis to its employees, advisors, members of professional firms
serving it or potential lenders, (ii) as any governmental agency may require in
order to comply with applicable Laws, or (iii) to the extent that such
information is a matter of public record.  The provisions of this
Subsection
10.1.1 shall survive any termination of this Agreement for a period of
two (2) years.

      


      10.1.2      Buyer's
Indemnity.  Buyer hereby agrees to indemnify, defend, and hold
Seller and each of the other Seller Parties free and harmless from and against
any and all Liabilities (including reasonable attorneys’ fees, expenses and
disbursements) arising out of or resulting from (a) the breach of the terms of
Subsection
10.1.1 or (b) the entry on the Real Property in connection with the
conduct of any Due Diligence by Buyer or any of Buyer’s Representatives
provided, however, that Buyer’s obligations under this clause (b) shall not
apply to the mere discovery of an pre-existing environmental or physical
condition at the Property.  The foregoing indemnity shall survive the
Closing (and not be merged therein) or any earlier termination of this Agreement
for one (1) year from Closing or termination of this Agreement.


      
        
           


        

        
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      10.2         Seller's
Covenants.  Seller hereby
covenants as follows:

      


      10.2.1      Service
Contracts.

      


      (a)         
  Without Buyer’s prior written consent, between the date hereof and
the Closing Date Seller shall not terminate, extend, renew, replace or modify
any Contract or enter into any new service contract or agreement unless such
Contract, service contract or agreement (as so extended, renewed, replaced or
modified) can be terminated by the owner of the Property without penalty on not
more than thirty (30) days’ notice and does not exceed $20,000.00 in obligations
of Seller for such thirty (30) day period.  Seller shall provide Buyer
not less than three (3) Business Days’ prior written notice to provide its
consent to any such contract, termination, extension, renewal, replacement or
modification.  If Buyer fails to object in writing to any such
proposed action within three (3) Business Days after receipt of the
aforementioned notice, Buyer shall be deemed to have approved the proposed
action.  Buyer’s consent shall not be unreasonably withheld or delayed
with respect to any such transaction that is proposed prior to the end of the
Due Diligence Period, but thereafter, Buyer, in its sole and absolute
discretion, shall be entitled to grant or withhold its consent with respect to
any such transaction that is proposed between the end of the Due Diligence
Period and the Closing.

      


      (b)          
 On or before the Closing, Seller shall terminate any management agreements
currently in effect with respect to the Property at the sole cost and expense of
Seller.

      


      10.2.2   
  Maintenance
of Property.  Except to the extent Seller is relieved of such
obligations by Article
12 hereof, between the date hereof and the Closing Date Seller shall
maintain and keep the Property and Licenses in a manner consistent with Seller’s
past practices with respect to the Property; provided, however, that,
subject to Buyer’s right to terminate this Agreement prior to the expiration of
the Due Diligence Period in accordance with the terms of Article 5 hereof,
Buyer hereby agrees that, except as otherwise set forth in this Section 10.2.2
or for breaches of this Section 10.2.2, Buyer
shall accept the Property subject to, and Seller shall have no obligation to
cure, (a) any violations of Laws, or (b) any physical conditions that would give
rise to violations of Laws, whether the same now exist or arise prior to
Closing.  Between the date hereof and the Closing Date, Seller will
advise Buyer of any written notice Seller receives after the date hereof from
any governmental authority of the violation of any Laws regulating the condition
or use of the Property. In the event that, following the date hereof,
Seller delivers Buyer a written notice of a violation of Laws regarding the
condition or use of the Property, and the reasonably estimated cost to correct
such violation is less than $50,000.00, then Seller shall be responsible to
either (i) correct such violation prior to Closing, or (ii) if such violations
are not corrected on or prior to Closing, credit to Buyer the reasonable cost to
complete such violation, not to exceed $50,000.00.  In the event that
Seller delivers Buyer a written notice of a violation of Laws regarding the
condition of the Property, and the reasonably estimated cost to correct such
violation would exceed Fifty Thousand and No/100ths Dollars ($50,000.00), Seller
shall have no obligation to cure such items, but Buyer shall have the right to
terminate this Agreement by providing written notice to Seller prior to the
earlier of (a)  five (5) business days of receipt of such notice of
violation, or (b) the Closing Date, in which event this Agreement shall be
terminated, any Deposit shall be returned to Buyer and  thereafter
neither party shall have any further rights or obligations hereunder except as
provided in any section hereof that by its terms expressly provides that it
survives any termination of this Agreement.


      
        
           


        

        
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      10.2.3     Post
Closing Records. Upon Buyer's request, for a period of one (1) year after
Closing, Seller shall make the operating statements and any and all books,
records, correspondence, financial data, Leases, delinquency reports and all
other documents and matters maintained by Seller or its agents and relating to
receipts and expenditures pertaining to the Property for the three (3) most
recent full calendar years and the current calendar year (collectively, the
"Records") available to
Buyer for inspection, copying and audit by Buyer's designated accountants, and
at Buyer's expense.  Seller shall provide Buyer, but without expense
to Seller, with (a) an audit letter in substantially the form as Exhibit M
attached hereto and made a part hereof, and (b) copies of, or access to, such
factual information as may be reasonably requested by Buyer or its designated
accountants, and in the possession or control of Seller, to enable Buyer to file
any filings required by the Securities and Exchange Commission in connection
with the purchase of the Property.

      


      10.2.4      Intentionally
Deleted

      


      10.2.5      Survival.  The
provisions of this Section 10.2 shall
survive the Closing (and not be merged therein) of this Agreement.

      


      10.3         Mutual
Covenants.

      


      10.3.1   
  Publicity.  Seller
and Buyer each hereby covenant and agree that (a) prior to the Closing neither
Seller nor Buyer shall issue any Release (as hereinafter defined) with respect
to the Transaction without the prior consent of the other, except to the extent
required by applicable Law, and (b) after the Closing, any
Release issued by either Seller or Buyer shall be subject to the review and
approval of both parties (which approval shall not be unreasonably withheld or
delayed), except to the extent required by applicable Law.  If either
Seller or Buyer is required by applicable Law to issue a Release, such party
shall, to the extent practicable, at least two (2) Business Days prior to the
issuance of the same, deliver a copy of the proposed Release to the other party
for its review.  As used herein, the term “Release” shall mean
any press release or public statement with respect to the Transaction or this
Agreement.

      


      10.3.2      Brokers.  Seller and Buyer
expressly acknowledge that Seller’s Broker has acted as the exclusive broker
with respect to the Transaction and with respect to this
Agreement.  Seller shall pay any brokerage commission due to Seller’s
Broker in accordance with the separate agreement between Seller and Seller’s
Broker.  Seller agrees to hold Buyer harmless and indemnify Buyer from
and against any and all Liabilities (including reasonable attorneys’ fees,
expenses and disbursements) without regard to any limitation on the liability fo
Seller set forth in this Agreement, suffered or incurred by Buyer as a result of
any claims by Seller’s Broker or any other party claiming to have represented
Seller as broker in connection with the Transaction.  Buyer agrees to
hold Seller harmless and indemnify Seller from and against any and all
Liabilities (including reasonable attorneys’ fees, expenses and disbursements)
suffered or incurred by Seller as a result of any claims by any party
claiming to have represented Buyer as broker in connection with the Transaction
other than Seller’s Broker.


      
        
           


        

        
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      10.3.3      Tax
Protests, Tax Refunds and Credits.  Seller shall have the right
to continue and to control the progress of and to make all decisions with
respect to any contest of the real estate taxes and personal property taxes for
the Property due and payable during the Closing Tax Year and all prior Tax
Years.  Buyer shall have the right to control the progress of and to
make all decisions with respect to any tax contest of the real estate taxes and
personal property taxes for the Property due and payable during all Tax Years
subsequent to the Closing Tax Year.  All real estate and personal
property tax refunds and credits received after Closing with respect to the
Property shall be applied in the following order of
priority:  first, to pay the costs and expenses (including reasonable
attorneys’ fees, expenses and disbursements) incurred in connection with
obtaining such tax refund or credit; second, to pay any amounts due to any past
or present tenant of the Property as a result of such tax refund or credit to
the extent required pursuant to the terms of the Leases; and third, apportioned
between Buyer and Seller as follows:

      


      (a) 
          with respect to any
refunds or credits attributable to real estate and personal property taxes due
and payable during the Closing Tax Year (regardless of the year for which such
taxes are assessed), such refunds and credits shall be apportioned between Buyer
and Seller in the manner provided in Section
6.3;

      


      (b)  
         with respect to any
refunds or credits attributable to real estate and personal property taxes due
and payable during any period prior to the Closing Tax Year (regardless of the
year for which such taxes are assessed), Seller shall be entitled to the entire
refunds and credits; and

      


      (c)    
       with respect to any refunds or credits
attributable to real estate and personal property taxes due and payable during
any period after the Closing Tax Year (regardless of the year for which such
taxes are assessed), Buyer shall be entitled to the entire refunds and
credits.

      


      10.3.4      Survival.  The
provisions of this Section 10.3 shall
survive the Closing (and not be merged therein) of this
Agreement.


      
        
           


        

        
          - 30
-

          
            

          

        

        
           


        

      


      ARTICLE
11 - FAILURE OF CONDITIONS; DEFAULT

      


      11.1         To
Seller's Obligations. If, on or before the Closing Date, (i) Buyer is in
default of any of its obligations hereunder, or (ii) any of Buyer’s material
representations or warranties are untrue in any material respect, or (iii) the
Closing otherwise fails to occur by reason of Buyer’s failure or refusal to
perform its obligations hereunder in a prompt and timely manner, and such
circumstance in (i), (ii) or (iii) continues for five (5) days after written
notice from Seller to Buyer, which written notice shall detail such default,
untruth or failure, as applicable, then Seller shall have the right, to elect,
as its sole and exclusive remedy, to (a) terminate this Agreement by written
notice to Buyer; or (b) waive the condition and proceed to close the
Transaction. If this Agreement is so terminated, then Seller shall be entitled
to the Deposit as liquidated damages, and thereafter neither party to this
Agreement shall have any further rights or obligations hereunder other than any
arising under any section herein which expressly provides that it survives the
termination of this Agreement.

      


      11.2         To
Buyer's Obligations.  If, at the
Closing, (i) Seller is in default of any of its obligations hereunder, or (ii)
any of Seller’s representations or warranties are untrue in any material
respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s
failure or refusal to perform its obligations hereunder in a prompt and timely
manner, and such circumstance in (i), (ii) or (iii) continues for five (5) days
after written notice from Buyer to Seller, which written notice shall detail
such default, untruth or failure, as applicable, Buyer shall have the right, to
elect, as its sole and exclusive remedy, to (a) terminate this Agreement by
written notice to Seller, promptly after which any Deposit shall be returned to
Buyer, and Seller shall be obligated to reimburse Buyer for its documented,
third-party, out-of-pocket expenses incurred in connection with its entering
into this Agreement and its investigation of the Property; provided, however,
that the reimbursement obligation of Seller under this Agreement shall not
exceed the sum of Two Hundred Thousand and No/100 Dollars ($200,000.00) and,
thereafter, neither party shall have any further rights or obligations hereunder
except as provided in any section hereof that by its terms expressly provides
that it survives any termination of this Agreement, or (b) waive the condition
and proceed to close the Transaction, or (c) seek specific performance of this
Agreement by Seller.  As a condition precedent to Buyer exercising any
right it may have to bring an action for specific performance hereunder, Buyer
must commence such an action within ninety (90) days after the occurrence of
Seller’s default.  Buyer agrees that its failure to timely commence
such an action for specific performance within such ninety (90) day period shall
be deemed a waiver by it of its right to commence an action for specific
performance as well as a waiver by it of any right it may have to file or record
a notice of lis pendens
or notice of pendency of action or similar notice against any portion of the
Property.

      


      


      ARTICLE
12 - CONDEMNATION/CASUALTY

      


      12.1        
Right to
Terminate.  If, after the date hereof, (a) any portion of the
Property is taken by condemnation or eminent domain (or is the subject of a
pending taking which has not yet been consummated), or (b) any portion of the
Property is damaged or destroyed (excluding routine wear and tear), Seller shall
notify Buyer in writing of such fact within five (5) days after obtaining
knowledge thereof.  If the Property is the subject of a Major
Casualty/Condemnation that occurs after the date hereof, Buyer shall have the
right to terminate this Agreement by giving written notice to Seller no later
than ten (10) Business Days after the giving of Seller’s notice, and the Closing
Date shall be extended, if necessary, to provide sufficient time for Buyer to
make such election.  The failure by Buyer to so elect in writing to
terminate this Agreement within such ten (10) Business Day period shall be
deemed an election not to terminate this Agreement.  If this Agreement
is terminated pursuant to this Section 12.1, any
Deposit shall be returned to Buyer and, thereafter, this Agreement shall
terminate and neither party to this Agreement shall have any further rights or
obligations hereunder other than any arising under any section herein which
expressly provides that it shall survive the termination of this
Agreement.


      
        
           


        

        
          - 31
-

          
            

          

        

        
           


        

      


      12.2         Allocation
of Proceeds and Awards.  If a condemnation
or casualty occurs after the date hereof and this Agreement is not terminated as
permitted pursuant to the terms of Section 12.1, then
this Agreement shall remain in full force and effect, Buyer shall acquire the
remainder of the Property upon the terms and conditions set forth herein and at
the Closing:

      


      (a) 
          if the awards or
proceeds, as the case may be, have been paid to Seller prior to Closing, then
Buyer shall receive a credit at Closing equal to (i) the amount of any such
award or proceeds on account of such condemnation or casualty, plus (ii) if a
casualty has occurred and such casualty is an insured casualty, an amount equal
to Seller’s deductible with respect to such casualty, less (iii) an amount
agreed upon by Buyer and Seller equal to the Seller-Allocated Amounts;
and

      


      (b)  
         to the extent that such
award or proceeds have not been paid to Seller prior to Closing, (i) if a
casualty has occurred and such casualty is an insured casualty, Buyer shall
receive a credit at Closing equal to Seller’s deductible with respect to such
casualty, less an amount agreed upon by Buyer and Seller equal to the
Seller-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing
(without recourse to Seller) the rights of Seller to, and Buyer shall be
entitled to receive and retain, such awards or proceeds; provided, however, that within
one (1) Business Day after receipt of such awards or proceeds, Buyer shall pay
to Seller an amount equal to the Seller-Allocated Amounts not previously paid to
Seller.

      


      12.3         Insurance.  Seller shall
maintain the property insurance coverage currently in effect for the Property
through the Closing Date.

      


      12.4         Waiver.  To the extent
permitted by applicable Law, the provisions of this Article 12 supersede
the provisions of any applicable Laws with respect to the subject matter of this
Article
12.

      


      ARTICLE
13 - ESCROW

      


      The
Deposit and any other sums (including, without limitation, any interest earned
thereon) which the parties agree shall be held in escrow (herein collectively
called the “Escrow
Deposits”), shall be held by the Escrow Agent, in trust, and disposed of
only in accordance with the following provisions:


      
        
           


        

        
          - 32
-

          
            

          

        

        
           


        

      


      13.1    
    Deposit.  The Escrow Agent
shall invest the Escrow Deposits in government insured interest-bearing
instruments reasonably satisfactory to both Buyer and Seller, shall not
commingle the Escrow Deposits with any funds of the Escrow Agent or others, and
shall promptly provide Buyer and Seller with confirmation of the investments
made.

      


      13.2         Delivery.  Intentionally
deleted.

      


      13.3         Failure
of Closing.  If for any reason
the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits
to Seller or Buyer only upon receipt of a written demand therefor from such
party, subject to the following provisions of this Section
13.3.  If for any reason the Closing does not occur and either
party makes a written demand upon the Escrow Agent for payment of the Escrow
Deposits, the Escrow Agent shall give written notice to the other party of such
demand.  If the Escrow Agent does not receive a written objection from
the other party to the proposed payment within ten (10) business days after the
giving of such notice, the Escrow Agent is hereby authorized to make such
payment.  If the Escrow Agent does receive such written objection
within such period, the Escrow Agent shall continue to hold such amount until
otherwise directed by written instructions signed by Seller and Buyer or a final
judgment of a court.  Notwithstanding the foregoing, at any time prior
to the expiration of the due diligence period, Buyer can unilaterally request,
and the Escrow Agent shall return the Deposit upon notice to Seller without any
opportunity to object.

       

      13.4         Stakeholder. The parties acknowledge that
the Escrow Agent is acting solely at their request and for their convenience,
that the Escrow Agent shall not be deemed to be the agent of either of the
parties, and that the Escrow Agent shall not be liable to either of the parties
for any action or omission on its part taken or made in good faith, and not in
disregard of this Agreement, but shall be liable for its negligent acts and for
any Liabilities (including reasonable attorneys’ fees, expenses and
disbursements) incurred by Seller or Buyer resulting from the Escrow Agent’s
mistake of law respecting the Escrow Agent’s scope or nature of its
duties.  Seller and Buyer shall jointly and severally indemnify and
hold the Escrow Agent harmless from and against all Liabilities (including
reasonable attorneys’ fees, expenses and disbursements) incurred in connection
with the performance of the Escrow Agent’s duties hereunder, except with respect
to actions or omissions taken or made by the Escrow Agent in bad faith, in
disregard of this Agreement or involving negligence on the part of the Escrow
Agent.

      


      13.5         Taxes.  Buyer represents
and warrants to the Escrow Agent that its taxpayer identification number is
20-5737522.  So long as the return of the Deposit is not in dispute
the party who is ultimately rewarded the Deposit will pay income taxes due
thereon.

      


      13.6         Execution
By Escrow Agent.  The Escrow Agent
has executed this Agreement in the place indicated on the signature page hereof
in order to confirm that the Escrow Agent has received and shall hold the Escrow
Deposits, in escrow, and shall disburse the Escrow Deposits pursuant to the
provisions of this Article
13.


      
        
           


        

        
          - 33
-

          
            

          

        

        
           


        

      


      ARTICLE
14 - LEASE EXPENSES

      


      14.1         Leasing.  Between
the date hereof and the Closing Date, Seller shall not change its current
leasing or management practices without the prior written approval of Buyer,
which approval shall not be unreasonably withheld or delayed.  Seller
shall provide Buyer with information outlining any such proposed changes to such
leasing or management practices, and Buyer shall have three (3) Business Days to
provide written approval or disapproval of such proposed
changes;  provided, however, that failure of Buyer to respond within
such three (3) Business Day period shall be deemed to constitute approval of
such proposed changes.  Between the date hereof and the Closing Date,
Seller will cause vacant apartment units at the Property to be “made ready” for
reletting and occupancy in accordance with Seller’s current standards and
timetable for turning units over, which in each case shall be at least
commercially reasonable.  It is not the intention of Seller to have
all of the vacant units “made ready” as of the Closing Date, but only those
units that would have been “made ready” in the ordinary course of
business.

      


      14.2         Lease
Enforcement.  Seller shall have the right, but not the
obligation (except to the extent that Seller’s failure to act shall constitute a
waiver of such rights or remedies), to enforce the rights and remedies of the
landlord under any Lease, by summary proceedings or otherwise (including,
without limitation, the right to remove any tenant), and to apply all or any
portion of any security deposits then held by Seller thereunder or pursuant
thereto toward any loss or damage incurred by Seller by reason of any defaults
by tenants, and the exercise of any such rights or remedies shall not affect the
obligations of Buyer under this Agreement in any manner or entitle Buyer to a
reduction in, or credit or allowance against, the Purchase Price or give rise to
any other claim on the part of Buyer.

      


      


      ARTICLE
15 - MISCELLANEOUS

      


      15.1     
   Buyer's
Assignment. Buyer
shall have the right to cause Seller to convey the Property to an affiliate of
Buyer which is wholly owned by Buyer or wholly owned by the owners of Buyer, and
which assignee shall be designated in writing by Buyer by the delivery to Seller
of a written assignment of this Agreement pursuant to which Buyer's obligations
hereunder are expressly assumed by such assignee and by delivery to Seller of
evidence reasonably satisfactory to Seller of the valid legal existence of
Buyer's assignee, its qualification (if necessary) to do business in the
jurisdiction in which the Property is located and of the authority of Buyer's
assignee to execute and deliver any and all documents required of Buyer under
the terms of this Agreement, which items shall be received by Seller not less
than three (3) Business Days prior to the Closing
Date.  Notwithstanding the foregoing, the exercise of such right by
Buyer shall not relieve Buyer of any of its obligations and liabilities
hereunder including obligations and liabilities which survive the Closing or the
termination of this Agreement, nor shall any such assignment alter, impair or
relieve such assignee from the waivers, acknowledgements and agreements of Buyer
set forth herein, including, but not limited to, those set forth in Article 5,
Article 9 and Article 10 hereof, all of which are binding upon the assignee of
Buyer.  Except as expressly provided to the contrary by the
immediately preceding sentence, Buyer shall not assign
this Agreement or its rights hereunder to any individual or entity without the
prior written consent of Seller, which consent Seller may grant or withhold in
its sole and absolute discretion, and any such assignment shall be null and void
ab
initio.  In the event of any permitted assignment by Buyer, any
assignee shall assume any and all obligations and liabilities of Buyer under
this Agreement but, notwithstanding such assumption, Buyer shall continue to be
liable hereunder.


      
        
           


        

        
          - 34
-

          
            

          

        

        
           


        

      


      15.2         Designation
Agreement.  Section 6045(e)
of the United States Internal Revenue Code and the regulations promulgated
thereunder (herein collectively called the “Reporting
Requirements”) require an information return to be made to the United
States Internal Revenue Service, and a statement to be furnished to Seller, in
connection with the Transaction.  Escrow Agent is either (i) the
person responsible for closing the Transaction (as described in the Reporting
Requirements) or (ii) the disbursing title or escrow company that is most
significant in terms of gross proceeds disbursed in connection with the
Transaction (as described in the Reporting
Requirements).  Accordingly:

      


      (a) 
          Escrow Agent is
hereby designated as the “Reporting Person” (as
defined in the Reporting Requirements) for the Transaction.  Escrow
Agent shall perform all duties that are required by the Reporting Requirements
to be performed by the Reporting Person for the Transaction.

      


      (b)  
         Seller and Buyer shall
furnish to Escrow Agent, in a timely manner, any information reasonably
requested by Escrow Agent and necessary for Escrow Agent to perform its duties
as Reporting Person for the Transaction.

      


      (c)    
       Escrow Agent hereby requests Seller to
furnish to Escrow Agent Seller's correct taxpayer identification
number.  Seller acknowledges that any failure by Seller to provide
Escrow Agent with Seller's correct taxpayer identification number may subject
Seller to civil or criminal penalties imposed by law.  Accordingly,
Seller hereby certifies to Escrow Agent, under penalties of perjury, that
Seller's correct taxpayer identification number is 83-0354824.

      


      (d)      
     Each of the parties hereto shall retain this
Agreement for a period of four (4) years following the calendar year during
which Closing occurs.

      


      15.3         Survival/Merger.  Except for the
provisions of this Agreement which are explicitly stated to survive the Closing,
(a) none of the terms of this Agreement shall survive the Closing, and (b) the
delivery of the Deed and any other documents and instruments by Seller and the
acceptance thereof by Buyer shall effect a merger, and be deemed the full
performance and discharge of every obligation on the part of Buyer and Seller to
be performed hereunder.


      
        
           


        

        
          - 35
-

          
            

          

        

        
           


        

      


      15.4         Integration;
Waiver.  This Agreement,
together with the Exhibits hereto, embodies and constitutes the entire
understanding between the parties with respect to the Transaction and all prior
agreements, understandings, representations and statements, oral or written, are
merged into this Agreement.  Neither this Agreement nor any provision
hereof may be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.  No waiver by either party
hereto of any failure or refusal by the other party to comply with its
obligations hereunder shall be deemed a waiver of any other or subsequent
failure or refusal to so comply.

      


      15.5         Governing
Law.  This Agreement
shall be governed by, and construed in accordance with, the law of the State in
which the Property is located.

      


      15.6         Captions
Not Binding; Exhibits.  The captions in
this Agreement are inserted for reference only and in no way define, describe or
limit the scope or intent of this Agreement or of any of the provisions
hereof.  All Exhibits attached hereto shall be incorporated by
reference as if set out herein in full.

      


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

      


      15.8         Severability.  If any term or
provision of this Agreement or the application thereof to any persons or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.

      


      15.9         Notices.  Any notice,
request, demand, consent, approval and other communications under this Agreement
shall be in writing, and shall be deemed duly given or made at the time and on
the date when received by facsimile (provided that the sender of such
communication shall orally confirm receipt thereof by the appropriate parties
and send a copy of such communication to the appropriate parties within one (1)
Business Day of such facsimile) or when personally delivered as shown on a
receipt therefor (which shall include delivery by a nationally recognized
overnight delivery service such as Federal Express, UPS Next Day Air, Purolator
Courier or Airborne Express), to the address for each party set forth
below.  Any party, by written notice to the other in the manner herein
provided, may designate an address different from that set forth
below.


      
        
           


        

        
          - 36
-

          
            

          

        

        
           


        

      


      


      
        	
                If
      to Buyer:

              	
                CARUTH
      HAVEN, L.P.

              


      

      c/o
Cornerstone Growth & Income REIT, Inc.

      Attn:  Sharon
C. Kaiser

      Chief
Financial Officer

      1920 Main
Street, Suite 400

      Irvine,
CA  92614

      Telephone
No.:  949.263.4326

      Telecopy
No.:    949.250.0592

      


      
        	
              	
                with
      a copy to:

              	
                Servant
      Healthcare Investments, LLC

              


      

      Attn:
Kevin Maddron

      1000
Legion Place, Ste. 1650

      Orlando,
FL 32801

      Telephone
No.:   407.999.7772

      Telecopy
No.:     407.999.7759

      


      
        	
              	
                with
      a copy to:

              	
                Michael
      A. Okaty, Esq.

              


      

      Foley
& Lardner LLP

      111 North
Orange Avenue

      Suite
1800

      Orlando,
Florida 32801

      Telephone
No.:  407-244-3229

      Telecopy
No.:    407-648-1743

      


      
        	
                If
      to Seller:

              	
                SHP
      II CARUTH, L.P.

              


      

      c/o
Prudential Real Estate Investors

      Two
Ravinia Drive, Suite 400

      Atlanta,
Georgia  30346

      Attention:  John
W. Dark

      Telephone
No.:  770.395.8635

      Telecopy
No.:    770.399.5363

      


      
        	
              	
                with
      a copy to:

              	
                The
      Prudential Insurance Company of
America

              


      

      PREI Law
Department

      Arbor
Circle South, 8 Campus Drive

      Parsippany,
New Jersey  07054

      Attention:  Law
Department (James N. Marinello)

      Telephone
No.:  973.683.1718

      Telecopy
No.:    973.683.1788


      
        
           


        

        
          - 37
-

          
            

          

        

        
           


        

      


      
        	
              	
                with
      a copy to:

              	
                Alston
      & Bird LLP

              


      

      1201 West
Peachtree Street

      Atlanta,
Georgia  30309-3424

      Attention:  Mark
C. Rusche

      Telephone
No.:  404.881.7281

      Telecopy
No.:  404.253.8798

      


      


      15.10       Counterparts.  This Agreement
may be executed in counterparts, each of which shall be an original and all of
which counterparts taken together shall constitute one and the same
agreement.

      


      15.11       No
Recordation.
Seller and Buyer each agrees that neither this Agreement nor any memorandum or
notice hereof shall be recorded and Buyer agrees (a) not to file any notice of
pendency or other instrument (other than a judgment) against the Property or any
portion thereof in connection herewith and (b) to indemnify Seller against all
Liabilities (including reasonable attorneys’ fees, expenses and disbursements)
incurred by Seller by reason of the filing by Buyer of such notice of pendency
or other instrument.  Notwithstanding the foregoing, if the same is
permitted pursuant to applicable Laws, Buyer shall be entitled to record a
notice of lis pendens if Buyer is entitled to seek (and is actually seeking)
specific performance of this Agreement by Seller in accordance with the terms of
Section 11.2
hereof.

      


      15.12       Additional
Agreements; Further Assurances.  Subject to the
terms and conditions herein provided, each of the parties hereto shall execute
and deliver such documents as the other party shall reasonably request in order
to consummate and make effective the Transaction; provided, however, that the
execution and delivery of such documents by such party shall not result in any
additional liability or cost to such party.

      


      15.13       Construction. The parties acknowledge that
each party and its counsel have reviewed and revised this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement or any amendment hereof or Exhibit hereto.

      


      15.14       Maximum
Aggregate Liability.  Notwithstanding
any provision to the contrary contained in this Agreement or any documents
executed by Seller pursuant hereto or in connection herewith, the maximum
aggregate liability of Seller and the Seller Parties, and the maximum aggregate
amount which may be awarded to and collected by Buyer, in connection with the
Transaction, the Property, under this Agreement and under any and all documents
executed pursuant hereto or in connection herewith (including, without
limitation, in connection with the breach of any of Seller’s Warranties for
which a claim is timely made by Buyer) shall not exceed One Million and
No/100 Dollars ($1,000,000.00).  The provisions of this section shall
survive the Closing (and not be merged therein) or any earlier termination of
this Agreement.

      


      15.15       Time of
The Essence. Time
is of the essence with respect to this Agreement.


      
        
           


        

        
          - 38
-

          
            

          

        

        
           


        

      


      15.16       Waiver of
Jury Trial.  EACH PARTY HEREBY
WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION
WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION,
THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER
HEREUNDER.  THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING
(AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS
AGREEMENT.

      


      15.17       Facsimile
Signatures.  Signatures to
this Agreement transmitted by telecopy shall be valid and effective to bind the
party so signing.  Each party agrees to promptly deliver an execution
original to this Agreement with its actual signature to the other party, but a
failure to do so shall not affect the enforceability of this Agreement, it being
expressly agreed that each party to this Agreement shall be bound by its own
telecopied signature and shall accept the telecopied signature of the other
party to this Agreement.

      


      15.18       Jurisdiction.  WITH RESPECT TO
ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THE TRANSACTION, THIS AGREEMENT, THE
PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER (“PROCEEDINGS”) EACH
PARTY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
COUNTY OF NEW CASTLE, STATE OF DELAWARE AND THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF DELAWARE, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY
TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES
ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND
FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH
COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.  THE PROVISIONS OF
THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY
EARLIER TERMINATION OF THIS AGREEMENT.


      
        
           


        

        
          - 39
-

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, each party
hereto has caused this Agreement to be duly executed on its behalf on the day
and year first above written.

      


      
        
          
            
              
                
                  
                    	 
      	
                            SELLER:

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            SHP II CARUTH, L.P., a
      Texas limited partnership

                          
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            Caruth
      Haven Court GP, LLC, a Texas limited

                            liability
      company, its general partner

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      	
                            Name:  Richard
      K. Blaylock

                          
	 
      	 
      	 
      	
                            Title:    Manager

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          - 40
-

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	 
      	
                          BUYER:

                        
	 
      	 
      	 
      	 
      
	 
      	
                          CARUTH HAVEN, L.P., a Delaware limited
      partnership

                        
	 
      	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      	 
      
	 
      	 
      	
                          Name:

                        	 
      
	 
      	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      


      
        
           


        

        
          - 41
-

          
            

          

        

        
           


        

      


      The
undersigned has executed this Agreement solely to confirm its agreement to (i)
hold the Escrow Deposits in escrow in accordance with the provisions hereof and
(ii) comply with the provisions of Article 13 and Section
15.2.

      


      
        
          
            
              
                
                  
                    
                      	 
      	
                              ESCROW
      AGENT:

                            
	 
      	 
      	 
      	 
      
	 
      	
                              FIRST
      AMERICAN TITLE INSURANCE COMPANY

                            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	 
      	
                              Name:

                            	 
      
	 
      	 
      	
                              Title:

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              Date:
      _____________,
2008

                            


                    

                  

                

              

            

          

        

      


      
        
           


        

        
          - 42
-

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      LEGAL
DESCRIPTION


      
        
           


        

        
          A -
1

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      LIST OF
CONTRACTS


      
        
           


        

        
          C -
1

          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      Form
of Buyer's As-Is Certificate and Agreement

      


      


      BUYER'S AS-IS CERTIFICATE
AND AGREEMENT

      


      THIS BUYER’S AS-IS CERTIFICATE AND
AGREEMENT (this “Agreement”), is made as of _________________, 2009 by
__________________________, a
_______________________ (“Contract Buyer”) and [PURCHASER ASSIGNEE:
_______________________], [Assignee: a _______________________]
(“Assignee”; Contract Buyer and Assignee are herein referred to collectively as
“Buyer”) to and for the benefit of SHP II CARUTH, L.P., a Texas
limited partnership (“Seller”).

      


      RECITALS

      


      WHEREAS,
pursuant to the terms of that certain Purchase and Sale Agreement, dated as of
______________, 2008, by and between Seller and Buyer (the “Sale Agreement”),
Seller agreed to sell to Buyer, inter alia, that certain real
property legally described on Exhibit
A attached hereto and incorporated herein by this reference, the
improvements located thereon and certain rights appurtenant thereto, all as more
particularly described in the Sale Agreement.  Initially capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Sale Agreement; and

      


      WHEREAS,
the Sale Agreement requires, inter alia, that, as a
condition precedent to Seller's obligations under the Sale Agreement, Buyer
shall execute and deliver this Agreement to Seller at Closing.

      


      NOW,
THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer hereby certifies and agrees as follows:

      


      1.          
   For purposes of this Agreement, the following terms shall have
the following meanings:

      


      “Affiliates” shall
mean, with respect to any specified person or entity, any other person or entity
which, directly or indirectly controls, is controlled by, or is under common
control with, the specified person or entity.

      


      “Assumed
Liabilities”  shall mean any and all Liabilities attributable
to the Property, and arising or accruing on or after the date hereof and
attributable to events or circumstances which hereafter
occur.  Notwithstanding the foregoing, however, “Assumed Liabilities”
shall include any Liabilities attributable to the Property and arising or
accruing prior to the date hereof and attributable to events or circumstances
which occurred prior to the date hereof:


      
        
           


        

        
          C -
2

          
            

          

        

        
           


        

      


      (i)       
     with respect to the structural or physical
condition of the Property;

      


      (ii)        
   relating to the release of or the presence, discovery or
removal of any Hazardous Materials in, at, about or under the Property during
the time that Seller owned fee title to the Property to the extent that Buyer
knows or is deemed to know of such claim or cause of action on or before
Closing; and

      


      (iii)           relating
to the condition or status of Seller’s or Buyer’s title to the
Property.

      


      “Buyer’s
Representatives” shall mean Buyer, its Affiliates, and any officers,
directors, employees, agents, representatives and attorneys
thereof.

      


      “Confidential
Materials” shall mean any books, computer software, records or files
(whether in a printed or electronic format) that consist of or contain any of
the following:  appraisals; budgets; strategic plans for the Property;
internal analyses; information regarding the marketing of the Property for sale;
submissions relating to obtaining internal authorization for the sale of the
Property by Seller or any direct or indirect owner of any beneficial interest in
Seller; attorney and accountant work product; attorney-client privileged
documents; internal correspondence of Seller, any direct or indirect owner of
any beneficial interest in Seller, or any of their respective affiliates and
correspondence between or among such parties; or other information in the
possession or control of Seller, Seller’s property manager or any direct or
indirect owner of any beneficial interest in Seller which such party deems
proprietary or confidential

      


      “deemed to know” (or
words of similar import) shall have the following meaning:

      


      (a)      
     Buyer shall be “deemed to know” of
the existence of a fact or circumstance to the extent that:

      


      (i)       
     any Buyer’s Representative has actual knowledge of
such fact or circumstance, or

      


      (ii)         
  such fact or circumstance is disclosed by this Agreement, Buyer’s
Reports, any documents executed by Seller for the benefit of and delivered to
Buyer in connection with the Closing, the Documents (to the extent delivered to
Buyer by Seller prior to Closing) or any estoppel certificate executed by any
tenant of the Property and delivered to Buyer or any Buyer’s Representatives
prior to Closing.

      


      (b)        
   Buyer shall be “deemed to know” that
any Seller’s Warranty is untrue, inaccurate or incorrect to the extent that any
Buyer’s Representative  has actual knowledge
that such Seller’s Warranty is untrue, inaccurate or incorrect.


      
        
           


        

        
          C -
3

          
            

          

        

        
           


        

      


      “Documents” shall mean
the documents and instruments applicable to the Property or any portion thereof
that Seller or any of the other Seller Parties deliver to Buyer, or Buyer’s
Representative, prior to Closing or which are otherwise obtained by Buyer, or
Buyer’s Representative, prior to Closing, including, but not limited to, the
Title Commitment, the Survey, the Title Documents, and the Property
Documents.

      


      “Due Diligence” shall
mean examinations, inspections, investigations, tests, studies, analyses,
appraisals, evaluations and/or investigations with respect to the Property, the
Documents, and other information and documents regarding the Property,
including, without limitation, examination and review of title matters,
applicable land use and zoning Laws and other Laws applicable to the Property,
the physical condition of the Property, and the economic status of the
Property.

      


      “Hazardous Materials”
shall mean any substance, chemical, waste or material that is or becomes
regulated by any federal, state or local governmental authority because of its
toxicity, infectiousness, radioactivity, explosiveness, ignitability,
corrosiveness or reactivity, including, without limitation, asbestos or any
substance containing more than 0.1 percent asbestos, the group of compounds
known as polychlorinated biphenyls, flammable explosives, oil, petroleum or any
refined petroleum product.

      


      “Liabilities” shall
mean, collectively, any and all losses, costs, damages, claims, liabilities,
expenses, demands or obligations of any kind or nature whatsoever.

      


      “Property Documents”
shall mean, collectively, (a) the Leases, (b) the Contracts, and (c) any other
documents or instruments which constitute, evidence or create any portion of the
Property.

      


      “Seller Parties” shall
mean and include, collectively, (a) Seller; (b) its counsel; (c) Seller’s
Broker; (d) Seller’s property manager; (e) any direct or indirect owner of any
beneficial interest in Seller; (f) any officer, director, employee, or agent of
Seller, its counsel, Seller’s Broker, Seller’s property manager or any direct or
indirect owner of any beneficial interest in Seller; and (g) any other entity or
individual affiliated or related in any way to any of the
foregoing.

      


      “Seller’s Warranties”
shall mean Seller’s representations and warranties set forth in Section 9.2 of the
Sale Agreement and any documents executed by Seller for the benefit of Buyer in
connection with Closing, as the same may be deemed modified or waived by Buyer
pursuant to the terms of the Sale Agreement.

      


      2.          
   Buyer acknowledges and agrees that, prior to the date
hereof:  (a) Seller has made available to Buyer, or otherwise allowed
Buyer access to, the Property and all books, records and files of Seller and of
the management agent for the Property related to the Property (other than those
books, records or files containing confidential materials); (b) Buyer has
conducted (or has waived its right to conduct) all Due Diligence (including Due
Diligence with respect to Hazardous Materials) as Buyer considered necessary or
appropriate; (c) Buyer has reviewed, examined, evaluated and verified the
results of its Due Diligence to the extent it deems necessary or appropriate
with the assistance of such experts as Buyer deemed appropriate; (d) Buyer has
determined to its satisfaction the assignability of any Documents to be assigned
as part of the Transaction; and (e) except for, and only to the extent of,
Seller’s Warranties, is acquiring the Property based exclusively upon its own
Due Diligence.


      
        
           


        

        
          C -
4

          
            

          

        

        
           


        

      


      3.        
     Buyer acknowledges and agrees that, except for,
and only to the extent of, Seller’s Warranties:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Property is being sold, and Buyer is accepting possession of the Property
      on the date hereof, “AS IS, WHERE IS, WITH ALL FAULTS”, with no right of
      setoff or reduction in the Purchase
Price.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                None
      of the Seller Parties have or shall be deemed to have made any verbal or
      written representations, warranties, promises or guarantees (whether
      express, implied, statutory or otherwise) to Buyer with respect to the
      Property, any matter set forth, contained or addressed in the Documents
      (including, but not limited to, the accuracy and completeness thereof) or
      the results of Buyer’s Due
Diligence.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Buyer
      is not
      relying on (and Seller and each of the other Seller Parties does hereby
      disclaim and renounce) any representations or warranties of any kind or
      nature whatsoever, whether oral or written, express, implied, statutory or
      otherwise, from Seller or any other Seller Parties, as
  to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      operation or performance of the Property, the income potential, economic
      status, uses, or the merchantability, habitability or fitness of any
      portion of the Property for a particular
  purpose;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      physical condition of the Property or the condition or safety of the
      Property or any component thereof, including, but not limited to,
      plumbing, sewer, heating, ventilating and electrical systems, roofing, air
      conditioning, foundations, soils and geology, including Hazardous
      Materials, lot size, or suitability of the Property or any component
      thereof for a particular purpose;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      presence or absence, location or scope of any Hazardous Materials in, at,
      about or under the Property;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                whether
      the appliances, if any, plumbing or utilities are in working
      order;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                the
      habitability or suitability for occupancy of any structure and the quality
      of its construction;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                whether
      the improvements are structurally sound, in good condition, or in
      compliance with applicable
Laws;

              


      


      
        
           


        

        
          C -
5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (vii)

              	
                the
      accuracy of any statements, calculations or conditions stated or set forth
      in the Documents, other books and records concerning the Property, or any
      of Seller’s offering materials with respect to the
    Property;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                the
      dimensions of the Property or the accuracy of any floor plans, square
      footage, lease abstracts, sketches, or revenue or expense projections
      related to the Property;

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                the
      locale of the Property, the leasing market for the Property, or the market
      assumptions Buyer utilized in its analysis of the Property and
      determination of the Purchase Price (such as rental rates, leasing costs,
      vacancy and absorption rates, land values, replacement costs, maintenance
      and operating costs, financing costs, etc.);

              


      

      


      
        	
                 
      

              	
                (x)

              	
                whether
      the Property is or would likely constitute a target of terrorist activity
      or other acts of war;

              


      

      


      
        	
                 
      

              	
                (xi)

              	
                the
      ability of Buyer to obtain any and all necessary governmental approvals or
      permits for Buyer’s intended use and development of the
      Property;

              


      

      


      
        	
                 
      

              	
                (xii)

              	
                the
      leasing status of the Property or the intentions of any parties with
      respect to the negotiation and/or execution of any lease for any portion
      of the Property.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Seller
      is under no duty to make any affirmative disclosures or inquiry regarding
      any matter which may or may not be known to Seller or any of the other
      Seller Parties, and Buyer, for itself and for its successors and assigns,
      hereby specifically waives and releases Seller and each of the other
      Seller Parties from any such duty that otherwise might exist.

              


      

      


      4.             
Any repairs or work required by Buyer are the sole responsibility of Buyer, and
Buyer agrees that there is no obligation on the part of Seller to make any
changes, alterations or repairs to the Property, including, without limitation,
to cure any violations of Law, comply with the requirements of any insurer or
otherwise.  Buyer is solely responsible for obtaining any certificate
of occupancy or any other approval or permit necessary for the transfer or
occupancy of the Property and for any repairs or alterations necessary to obtain
the same, all at Buyer’s sole cost and expense.

      


      5.             
Except as expressly provided hereinbelow in this Section 5, Buyer, for
Buyer and Buyer’s successors and assigns, hereby releases Seller and each of the
other Seller Parties from, and waives any and all Liabilities against Seller and
each of the other Seller Parties for or attributable to or in connection with
the Property, whether arising or accruing before, on or after the date hereof
and whether attributable to events or circumstances which have heretofore or may
hereafter occur, including, without limitation, the following:


      
        
           


        

        
          C -
6

          
            

          

        

        
           


        

      


      (a)        
   any and all statements or opinions heretofore or hereafter
made, or information furnished, by the Seller Parties to Buyer or any of Buyer’s
Representatives; and

      


      (b)        
   any and all Assumed Liabilities; and

      


      (c)        
   any and all Liabilities relating to the release of or the
presence, discovery or removal of any Hazardous Materials in, at, about or under
the Property, or for, connected with or arising out of any and all claims or
causes of action based upon CERCLA (Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA
(Superfund Amendment and Reauthorization Action of 1986) and as may be further
amended from time to time), the Resource Conservation and Recovery Act of 1976,
42 U.S.C. §§6901 et
seq., or any related claims or causes of action or any other federal,
state or municipal based statutory or regulatory causes of action for
environmental contamination at, in, or about or under the Property;
and

      


      (d)       
    any and all tort claims made or brought with respect to
the Property or the use or operation thereof; and

      


      (e)       
    any implied or statutory warranties or guaranties of
fitness, merchantability or any other statutory or implied warranty or guaranty
of any kind or nature regarding or relating to any portion of the
Property.

      


      The
release and waiver set forth in this Section 5 is not intended and shall not be
construed to affect or impair any rights or remedies that Buyer may have against
Seller as a result of a breach of any of Seller’s Warranties; nor is such
release and waiver intended to, and such release and waiver shall not be
construed to, affect or impair any rights or remedies that Buyer may have
against any third party, nor limit any defenses that Buyer may raise against
Seller or any third party, nor to prevent Buyer from bringing an impleader
action against Seller in the event a third party institutes an action against
Buyer or from otherwise joining Seller in any lawsuit commenced by a third party
with respect to the Property or seeking contribution or reimbursement on any
such lawsuit from Seller or enforcing any judgment against Seller or an
indemnity by Seller under the Sales Agreement with respect to any judgment
entered into against Buyer with respect to third party claims attributable to
events or circumstances that occurred prior to the date hereof.

      


      6.             
Buyer hereby assumes and takes responsibility and liability for all Assumed
Liabilities.

      


      7.             Buyer
expressly understands and acknowledges that it is possible that unknown
Liabilities may exist with respect to the Property and that Buyer explicitly
took that possibility into account in determining and agreeing to the Purchase
Price, and that a portion of such consideration, having been bargained for
between parties with the knowledge of the possibility of such unknown
Liabilities has been given in exchange for a full accord and satisfaction and
discharge of all such Liabilities except as otherwise provided for herein or in
the Sale Agreement.


      
        
           


        

        
          C -
7

          
            

          

        

        
           


        

      


      8.           
  Buyer acknowledges and agrees that the provisions of this Agreement
were a material factor in Seller’s acceptance of the Purchase Price and, while
Seller has provided the Documents and cooperated with Buyer, Seller is unwilling
to sell the Property unless Seller and the other Seller Parties are expressly
released as set forth in Section
5.

      


      9.           
  This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted
assigns.

      


      10.       
    If any term or provision of this Agreement or the
application thereof to any persons or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law.

      


      IN WITNESS WHEREOF, Buyer has
executed this Agreement as of the date first set forth hereinabove.

      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                BUYER:

                              
	 
      	 
      	 
      
	 
      	
                                ____________________________, a

                              
	 
      	
                                _______________________

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	 
      
	 
      	 
      	
                                Name:

                              
	 
      	 
      	
                                Title:

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                [PURCHASER
      ASSIGNEE:

                              
	 
      	
                                _______________________,  a

                              
	 
      	
                                _______________________]

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	 
      
	 
      	 
      	
                                Name:

                              
	 
      	 
      	
                                Title:

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          C -
8

          
            

          

        

        
           


        

      


      EXHIBIT
D

      


      Form
of Special Warranty Deed

      


      


      


      
        	
                 
      

              	
                SPECIAL
      WARRANTY DEED

              


      

      


      


      
        	
                STATE
      OF TEXAS

              	
                §

              


      

      KNOW ALL
PERSONS BY THESE PRESENTS:

      
        	
                COUNTY
      OF DALLAS

              	
                §

              


      

      


      THAT,
SHP II CARUTH, L.P., a
Texas limited partnership (“Grantor”), for and in consideration of the sum of
TEN DOLLARS ($10.00) in hand paid to Grantor by __________, a _____________
(herein referred to as “Grantee”) whose mailing address is _____________, and
other good and valuable consideration, the receipt and sufficiency of which
considerations are hereby acknowledged, has GRANTED, BARGAINED, SOLD,
TRANSFERRED, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL,
TRANSFER, and CONVEY unto Grantee: (i) that certain tract of real property
located in Dallas County, Texas as more particularly described on Exhibit “A” attached hereto,
incorporated herein and made a part hereof for all purposes (the “Land”); and
(ii) any and all buildings, structures, and other improvements situated on the
Land and all fixtures and other property affixed thereto (collectively, the
“Improvements”); and (iii) any and all rights and appurtenances pertaining to
the Land and Improvements, including any mineral rights, rights under any
reciprocal easement agreements or other recorded or unrecorded instruments
benefiting the Property (as hereinafter defined), any right, title, or interest
of Grantor in and to easements, adjacent streets, alleys, easements, strips, or
gores of real estate adjacent to the Land, rights-of-way and rights of ingress
and egress thereto and any and all rights, titles and interests of Grantors, if
any, in and to any unpaid awards made or to be made in lieu thereof and any
unpaid awards for damage thereto by reason of change of grade of any such
streets, alleys, easements or rights of way (collectively, the “Appurtenances”)
(the Land, the Improvements, and the Appurtenances being herein collectively
referred to as the “Property”).

      


      To the
extent the same are validly existing and applicable to the Property, this Deed
is executed by Grantor and accepted by Grantee subject tothose matters set forth
on Exhibit “B” attached
hereto (the foregoing are hereinafter collectively referred to as the "Permitted
Encumbrances").


      
        
           


        

        
          D -
1

          
            

          

        

        
           


        

      


      TO HAVE
AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its successors and
assigns, forever, subject to the Permitted Encumbrances; and Grantor does hereby
bind itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all
and singular title to the Land and Improvements, subject to the Permitted
Encumbrances, against all persons whomsoever lawfully claiming or to claim the
same or any part thereof or any interest therein, by through or under Grantor,
but not otherwise.

      


      THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK


      
        
           


        

        
          D -
2

          
            

          

        

        
           


        

      


      EXECUTED
on the dates of the acknowledgment hereinbelow, to be effective the ___th day of
_____________, 200_.

      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                GRANTOR:

                              
	 
      	 
      	 
      	 
      
	 
      	
                                SHP II CARUTH, L.P., a
      Texas limited partnership

                              
	 
      	 
      	 
      	 
      
	 
      	
                                By:           Caruth
      Haven Court GP, LLC, a Texas

                                limited
      liability company, its general partner

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                By:____

                              
	 
      	 
      	 
      	
                                Name:  Richard
      K. Blaylock

                              
	 
      	 
      	 
      	
                                Title:    Manager

                              


                      

                    

                  

                

              

            

          

        

      

      


      


      


      


      


      
        	
                STATE
      OF TEXAS

              	
                §

              


      

      §

      
        	
                COUNTY
      OF _______

              	
                §

              


      

      


      This
instrument was acknowledged before me, the undersigned authority, by Richard K.
Blaylock, Manager of Caruth Haven Court GP, LLC, a Texas limited liability
company, as general partner of SHP II Caruth, L.P., a Texas limited partnership,
on behalf of said partnership.

      


      GIVEN
UNDER MY HAND AND SEAL OF OFFICE, this _____ day of _______, 200__.

      


      


      
        
          	 
      	 
      
	 
      	
                  Notary
      Public, State of Texas

                
	 
      	
                  My
      Commission Expires

                


        

      


      
        
           


        

        
          D -
3

          
            

          

        

        
           


        

      


      Exhibit
A

      


      LEGAL
DESCRIPTON


      
        
           


        

        
          D -
4

          
            

          

        

        
           


        

      


      Exhibit
B

      


      PERMITTED
EXCEPTIONS


      
        
           


        

        
          D -
5

          
            

          

        

        
           


        

      


      EXHIBIT
E

      


      Form
of Bill of Sale

      


      


      BILL OF
SALE

      


      THIS BILL
OF SALE (“Bill of
Sale”), is made as of the later to occur of _______________, 2009, by and
between ___________________________, a
______________________ (“Seller”) and [PURCHASER ASSIGNEE, a
_______________________] (“Buyer”).

      


      WHEREAS,
pursuant to the terms of that certain Purchase and Sale Agreement, dated as of
__________, 2008, by and between __________________ and Seller (the “Sale Agreement”),
Seller agreed to sell to Buyer, inter alia, certain real
property, the improvements located thereon and certain rights appurtenant
thereto, all as more particularly described in the Sale Agreement (collectively,
the “Real
Property”) as more particularly described in Exhibit A attached thereto
and incorporated herein by this reference, known as _______________________,
____________ County, __________; and

      


      WHEREAS,
by deed of even date herewith, Seller conveyed the Real Property to Buyer and by
assignment of even date herewith Seller assigned to Buyer Seller’s rights under
certain leases relating to the Real Property, as more particularly described in
such assignment (collectively, the “Leases”);
and

      


      WHEREAS,
in connection with the above described conveyance Seller desires to sell,
transfer and convey to Buyer certain items of tangible personal property as
hereinafter described.

      


      NOW,
THEREFORE, in consideration of the receipt of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration paid in hand by Buyer to Seller, the
receipt and sufficiency of which are hereby acknowledged, Seller has GRANTED,
CONVEYED, SOLD, TRANSFERRED, SET OVER and DELIVERED and by these presents does
hereby GRANT, SELL, TRANSFER, SET OVER and DELIVER to Buyer, its legal
representatives, successors and assigns, and Buyer hereby accepts all right,
title and interest in and to (a) all tangible personal property owned by Seller
that is located on the Real Property and used in the ownership, operation and
maintenance of the Real Property, and (b) all books, records and files of Seller
relating to the Real Property and the Leases, but specifically excluding
therefrom the items described as Confidential Materials (as such term is defined
in the Sale Agreement) and any computer software that is licensed to Seller
(herein collectively called the “Personal
Property”).

      


      Reference
is made to that certain As-Is Certificate and Agreement, bearing even date
herewith, executed by Buyer for the benefit of Seller (the “As-Is Certificate”),
pursuant to which Buyer has (a) agreed to certain limitations on
representations, warranties, and liabilities of Seller; (b) waived and released
certain rights and claims against Seller and certain of its affiliates; and (c)
agreed to assume and indemnify Seller and certain of its affiliates from and
against certain Assumed Liabilities (as defined in the As-Is Certificate)
relating to, arising out of or otherwise attributable to the Property (as
defined in the Sale Agreement), including the Personal Property.  The
As-Is Certificate is binding upon Buyer and its successors and assigns,
including successor owners of the Personal Property


      
        
           


        

        
          E -
1

          
            

          

        

        
           


        

      


      This Bill
of Sale is made without any covenant, warranty or representation by, or recourse
against, Seller, as more expressly set forth in the Sale Agreement and the
documents executed in connection therewith.

      


      This Bill
of Sale may be executed in counterparts, each of which shall be an original and
all of which counterparts taken together shall constitute one and the same
agreement.

      


      If any
term or provision of this Bill of Sale or the application thereof to any persons
or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Bill of Sale or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Bill of Sale shall be valid and enforced to the fullest extent permitted by
law.

      


      IN
WITNESS WHEREOF, the undersigned have executed this Bill of Sale as of the date
first set forth hereinabove.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        SHP
      II CARUTH, L.P., a
      Texas limited partnership

                                      
	 
      	 
      	 
      	 
      	 
	 
      	
                                        By:

                                      	
                                        Caruth
      Haven Court GP, LLC, a Texas limited

                                        liability
      company, its general partner

                                      
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                        By:

                                      	 
      	 
	 
      	 
      	 
      	
                                        Name:  Richard
      K. Blaylock

                                      
	 
      	 
      	 
      	
                                        Title:    Manager

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          E -
2

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	 
      	
                        ACCEPTED:

                      
	 
      	 
      	 
      
	 
      	
                        [PURCHASER ASSIGNEE,
      a

                      
	 
      	
                        _______________________]

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      


      
        
           


        

        
          E -
3

          
            

          

        

        
           


        

      


      EXHIBIT
F

      


      Form
of Assignment of Tenant Leases

      


      


      ASSIGNMENT AND ASSUMPTION OF
SPACE LEASES

      


      THIS ASSIGNMENT AND ASSUMPTION OF
SPACE LEASES (this “Assignment”), is made as of _______________, 2009, by
and between __________________________, a
__________________________ (“Assignor”) and [PURCHASER ASSIGNEE, a
_______________________] (“Assignee”).

      


      W
I T N E S S E T H:

      


      WHEREAS, pursuant to the terms
of that certain Purchase and Sale Agreement, dated as of _____________, 2008, by
and between Assignor and ______________________ (the “Sale Agreement”),
Assignor agreed to sell to Assignee, inter alia, certain real
property, the improvements located thereon and certain rights appurtenant
thereto, all as more particularly described in the Sale Agreement (collectively,
the “Real
Property”), known as ____________________________, _______________
County, ______________.  Initially capitalized terms not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Sale Agreement; and

      


      WHEREAS, the Sale Agreement
provides, inter alia,
that Assignor shall assign to Assignee certain leases and that Assignor and
Assignee shall enter into this Assignment.

      


      NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
parties hereto hereby agree as follows:

      


      1.          
  Assignment. Assignor hereby
assigns, sets over and transfers to Assignee all of Assignor’s right, title and
interest in, to and under the space leases (“Leases”) with the
tenants of the Real Property identified on Exhibit
A attached hereto and incorporated herein by this
reference.  Assignee hereby accepts the foregoing assignment of the
Leases.

      


      2.        
    As-Is
Certificate.  Reference is made
to that certain As-Is Certificate and Agreement, bearing even date herewith,
executed by Assignee for the benefit of Assignor (the “As-Is Certificate”),
pursuant to which Assignee has (a) agreed to certain limitations on
representations, warranties, and liabilities of Assignor; (b) waived and
released certain rights and claims against Assignor and certain of its
affiliates; and (c) agreed to assume certain Assumed Liabilities (as defined in
the As-Is Certificate) relating to, arising out of or otherwise attributable to
the Property, including the Leases.  The As-Is Certificate is binding
upon Assignee and its successors and assigns, including successor owners of an
interest in the Leases.

      


      3.       
     Miscellaneous. This Assignment and the
obligations of the parties hereunder shall survive the closing of the
transaction referred to in the Sale Agreement and shall not be merged therein,
shall be binding upon and inure to the benefit of the parties hereto, their
respective legal representatives, successors and assigns, shall be governed by
and construed in accordance with the laws of the State of Texas applicable to
agreements made and to be wholly performed within said State and may not be
modified or amended in any manner other than by a written agreement signed by
the party to be charged therewith.


      
        
           


        

        
          F -
1

          
            

          

        

        
           


        

      


      4.        
    Severability.  If any term or
provision of this Assignment or the application thereof to any persons or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Assignment or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Assignment
shall be valid and enforced to the fullest extent permitted by law.

      


      5.        
    Counterparts. This Assignment may be
executed in counterparts, each of which shall be an original and all of which
counterparts taken together shall constitute one and the same
agreement.

      


      IN WITNESS WHEREOF, the
undersigned have executed this Assignment as of the date first set forth
hereinabove.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            ASSIGNOR:

                                          
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                            SHP
      II CARUTH, L.P., a
      Texas limited partnership

                                          
	 
      	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	
                                            Caruth
      Haven Court GP, LLC, a Texas limited

                                            liability
      company, its general partner

                                          
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                            By:

                                          	 
      	 
	 
      	 
      	 
      	
                                            Name:  Richard
      K. Blaylock

                                          
	 
      	 
      	 
      	
                                            Title:    Manager

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          F -
2

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	 
      	
                          ASSIGNEE:

                        
	 
      	 
      	 
      
	 
      	
                          [PURCHASER ASSIGNEE,
      a

                        
	 
      	
                          _______________________]

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      


      
        
           


        

        
          F -
3

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      List of
Tenants


      
        
           


        

        
          F -
4

          
            

          

        

        
           


        

      


      EXHIBIT
G

      


      Form
of Assignment of Intangible Property

      


      ASSIGNMENT OF INTANGIBLE
PROPERTY

      


      THIS ASSIGNMENT OF INTANGIBLE
PROPERTY (this “Assignment”), is made as of __________________, 2009, by
and between____________________________,
a _______________________ (“Assignor”) and [PURCHASER ASSIGNEE, a
_______________________] (“Assignee”).

      


      W
I T N E S S E T H:

      


      WHEREAS, pursuant to the terms
of that certain Purchase and Sale Agreement, dated as of ________________, 2008,
by and between Assignor and ________________________ (the “Sale Agreement”),
Assignor agreed to sell to Assignee, inter alia, certain real
property, the improvements located thereon and certain rights appurtenant
thereto, all as more particularly described in the Sale Agreement (collectively,
the “Real
Property”), known as ______________________, __________ County,
_____________.  Initially capitalized terms not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Sale
Agreement; and

      


      WHEREAS, the Sale Agreement
provides, inter alia,
that Assignor shall assign to Assignee rights to certain intangible property and
that Assignor and Assignee shall enter into this Assignment.

      


      NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
parties hereto hereby agree as follows:

      


      1.         
   Assignment
of Contracts, Licenses and Permits. Assignor hereby
assigns, sets over and transfers to Assignee all of Assignor’s right, title and
interest in, to and under the following, if and only to the extent the same may
be assigned or quitclaimed by Assignor without expense to Assignor:

      


      
        	
                 
      

              	
                (a)

              	
                all
      service, supply, maintenance, utility and commission agreements, all
      equipment leases, and all other contracts, subcontracts and agreements
      relating to the Real Property and the Personal Property (including all
      contracts, subcontracts and agreements relating to the construction of any
      unfinished tenant improvements), all of which are described in Exhibit
      A attached hereto and incorporated herein by this reference (herein
      collectively called the “Contracts”);
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      the extent that some are in effect as of the date hereof, any licenses,
      permits and other written authorizations necessary for the use, operation
      or ownership of the Real Property (herein collectively called the “Licenses and
      Permits”); and

              


      


      
        
           


        

        
          G -
1

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                the
      rights of Assignor (if any) to the name “Caruth Haven” (it being
      acknowledged by Assignee that Assignor does not have exclusive rights (and
      in fact may have no rights) to use such name and Assignor has not
      registered the same in any manner);
and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      guaranties and warranties in effect with respect to any portion of the
      Real Property or the Personal Property as of the date
    hereof.

              


      

      


      Assignee
hereby accepts the foregoing assignment of the interests described in this Section
1.

      


      2.        
    As-Is
Certificate.  Reference is made
to that certain As-Is Certificate and Agreement, bearing even date herewith,
executed by Assignee for the benefit of Assignor (the “As-Is Certificate”),
pursuant to which Assignee has (a) agreed to certain limitations on
representations, warranties, and liabilities of Assignor; (b) waived and
released certain rights and claims against Assignor and certain of its
affiliates; and (c) agreed to assume certain Assumed Liabilities (as defined in
the As-Is Certificate) relating to, arising out of or otherwise attributable to
the Property, including the Contracts and the Licenses and
Permits.  The As-Is Certificate is binding upon Assignee and its
successors and assigns, including successor owners of an interest in the
Contracts and the Licenses and Permits.

      


      3.         
   Miscellaneous. This Assignment and the
obligations of the parties hereunder shall survive the closing of the
transaction referred to in the Sale Agreement and shall not be merged therein,
shall be binding upon and inure to the benefit of the parties hereto, their
respective legal representatives, successors and assigns, shall be governed by
and construed in accordance with the laws of the State of Texas applicable to
agreements made and to be wholly performed within said State and may not be
modified or amended in any manner other than by a written agreement signed by
the party to be charged therewith.

      


      4.         
   Severability.  If any term or
provision of this Assignment or the application thereof to any persons or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Assignment or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Assignment
shall be valid and enforced to the fullest extent permitted by law.

      


      5.       
     Counterparts.  This Assignment
may be executed in counterparts, each of which shall be an original and all of
which counterparts taken together shall constitute one and the same
agreement.


      
        
           


        

        
          G -
2

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
undersigned have executed this Assignment as of the date first set forth
hereinabove.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        ASSIGNOR:

                                      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                        SHP
      II CARUTH, L.P., a
      Texas limited partnership

                                      
	 
      	 
      	 
      	 
      	 
	 
      	
                                        By:

                                      	
                                        Caruth
      Haven Court GP, LLC, a Texas limited

                                        liability
      company, its general partner

                                      
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                        By:

                                      	 
      	 
	 
      	 
      	 
      	
                                        Name:  Richard
      K. Blaylock

                                      
	 
      	 
      	 
      	
                                        Title:    Manager

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          G -
3

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	 
      	
                        ASSIGNEE:

                      
	 
      	 
      	 
      
	 
      	
                        [PURCHASER ASSIGNEE,
      a

                      
	 
      	
                        _______________________]

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      


      
        
           


        

        
          G -
4

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      List of
Contracts

      (service,
supply, maintenance, utility and commission agreements,

      and
all equipment leases, and guaranties and warranties, if any)


      
        
           


        

        
          G -
5

          
            

          

        

        
           


        

      


      EXHIBIT
H

      


      Form
of Notice to Tenants

      


      


      NOTICE OF
SALE

      (To
Tenants, Regarding Assignment and Assumption of Space Leases)

      


      
        
          	
                  TO:

                	
                  All
      Tenants of ___________________

                	 	
                  _______________,
      2009

                
	 
      	
                  ________________________

                	 	 
      
	 
      	
                  ________________________

                	 	 
      


        

      

      


      


      RE:           Notice
of Change of Ownership of __________________, __________County,
_________

      


      To Whom
It May Concern:

      


      You are
hereby notified as follows:

      


      
        	
                1.

              	
                That
      as of the date hereof, ___________________ has transferred, sold,
      assigned, and conveyed all of its interest in and to the above-described
      property (the “Property”) to [Purchaser Assignee:
      _______________________], [Assignee: a _______________________] (the “New
      Owner”).

              


      

      


      
        	
                2.

              	
                Future
      notices and rental payments with respect to your leased premises at the
      Property should be made to the New Owner in accordance with your Lease
      terms at the following address:

              


      

      


      [Purchaser
Assignee]

      _______________________

      _______________________

      


      
        	
                3.

              	
                If
      there is a security deposit with respect to your lease, it has been
      transferred to the New Owner and as such the New Owner shall be
      responsible for holding the same in accordance with the terms of your
      lease.

              


      


      
        
           


        

        
          H -
1

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                SHP
      II CARUTH, L.P., a
      Texas limited partnership

                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                By:

                                              	
                                                Caruth
      Haven Court GP, LLC, a Texas limited

                                                liability
      company, its general partner

                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                By:

                                              	____ 
      	 
      
	 
      	 
      	 
      	
                                                Name:  Richard
      K. Blaylock

                                              
	 
      	 
      	 
      	
                                                Title:    Manager

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          H -
2

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	 
      	
                          [PURCHASER ASSIGNEE,
      a

                        
	 
      	
                          _______________________]

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      


      
        
           


        

        
          H -
3

          
            

          

        

        
           


        

      


      EXHIBIT
I

      


      Form
of Seller's Non-Foreign Certificate

      


      


      NON-FOREIGN
CERTIFICATE

      


      Section
1445 of the Internal Revenue Code provides that a transferee of a United States
real property interest must withhold tax if the transferor is a foreign
person.  For U.S. tax purposes (including Section 1445), the owner of
a disregarded entity (which has legal title to a U.S. real property interest
under local law) will be the transferor of the property and not the disregarded
entity.  To inform [Purchaser Assignee, a _______________________]
(the “Transferee”) that withholding of tax is not required upon the disposition
of a United States real property interest by _________________________, a
__________________________ (the “Seller”), the undersigned hereby certifies the
following on behalf of Seller:

      


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

      


      2.        
     Seller is not a disregarded entity as defined in
Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the
Internal Revenue Code.

      


      3.      
       Seller's U.S. employer tax
identification number is [Insert Seller’s Tax ID No.: ___________];
and

      


      4.       
      Seller's office address is c/o Prudential
Real Estate Investors, Two Ravinia Drive, Suite 400c/o Prudential Real Estate
Investors, Two Ravinia Drive, Suite 400, Atlanta,
Georgia  30346.

      


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


      
        
           


        

        
          I -
1

          
            

          

        

        
           


        

      


      The
undersigned declares that the undersigned has examined this certification and to
the best of the undersigned’s knowledge and belief it is true, correct and
complete, and the undersigned further declares that such party has authority to
sign this document on behalf of Seller.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Certified,
      sworn to and subscribed

                                          	 
      	 
      	 
      	 
	
                                            before
      me this ___ day of

                                          	
                                            SHP
      II CARUTH, L.P., a
      Texas limited partnership

                                          
	
                                            ____________,
      2009.

                                          	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	
                                            Caruth
      Haven Court GP, LLC, a Texas limited

                                          
	
                                            ________________________

                                          	 
      	
                                            liability
      company, its general partner

                                          
	
                                            Notary
      Public

                                          	 
      	 
      	 
      	 
	 
      	 
      	
                                            By:

                                          	____	 
	
                                            My
      Commission Expires:

                                          	 
      	 
      	
                                            Name:  Richard
      K. Blaylock

                                          
	 
      	 
      	 
      	
                                            Title:    Manager

                                          
	
                                            ________________________

                                          	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                                            (NOTARIAL
      SEAL)

                                          	 
      	 
      	 
      	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          I -
2

          
            

          

        

        
           


        

      


      EXHIBIT
J

      


      Form
of Seller’s Title Affidavit

      


      AFFIDAVIT OF
TITLE

      


      


      STATE OF
TEXAS

      


      COUNTY OF
DALLAS

      


      


      The
undersigned deponent, Richard K. Blaylock, (the “Deponent”), having personally
appeared before the undersigned notary public and first having been duly sworn
according to law, deposes and says under oath as follows:

      


      1.         
    Deponent is presently Manager of Caruth Haven Court GP,
LLC, which is the general partner of SHP II Caruth, L.P, a Texas limited
partnership  (the “Owner”).

      


      2.           
  In such capacity, the Deponent has personal knowledge of the facts
sworn to in this affidavit and such facts are true and correct in all material
respects.

      


      3.      
       The Owner is the owner of certain real
estate, a description of which is set forth on Exhibit
A attached hereto and made a part hereof (the “Property”).

      


      4.        
     There are no leases or tenancies affecting the
Property except as set forth on Exhibit
C attached hereto and by this reference made a part hereof.

      


      5.          
   There are no suits, judgments, bankruptcies or executions
pending against the Owner in any court whatsoever that could in any way affect
the title to the Property, or constitute a lien thereon.

      


      6.       
      To Owner’s knowledge, there are no loan
deeds, security deeds, trust deeds, mortgages or liens of any nature whatsoever
unsatisfied against the Property and no easements, agreements or other
encumbrances affecting the title to the Property, except as set forth on Exhibit
B attached hereto and made a part hereof.

      


      7.         
    No work, improvements and repairs have been made by or
on behalf of the Owner to the Property within the last one hundred twenty (120)
days immediately preceding the date hereof, or, if any work, improvements and
repairs have been made by or on behalf of the corporation, the same are complete
and there are no unpaid bills incurred for labor, services and materials used in
making improvements or repairs on the Property or for the services of
architects, surveyors or engineers with respect thereto.


      
        
           


        

        
          J -
1

          
            

          

        

        
           


        

      


      8.           This
affidavit is made to induce Fidelity National Title Insurance Company to issue
its owner's policy insuring Grantee for the sum of $________; and to induce the
attorney certifying title so to certify.

      


      


      
        
          	
                  Certified,
      sworn to and subscribed before

                	 
      
	
                  me
      this ___ day of ____________, 200.

                	 
      
	 
      	 
      
	
                  ________________________

                	
                  ________________________

                
	
                  Notary
      Public

                	
                  Name:  Richard
      K. Blaylock

                
	 
      	 
      
	 
      	 
      
	
                  My
      Commission Expires:

                	 
      
	 
      	 
      
	
                  ________________________

                	 
      
	 
      	 
      
	
                  (NOTARIAL
      SEAL)

                	 
      


        

      


      
        
           


        

        
          J -
2

          
            

          

        

        
           


        

      


      Exhibit
A

      LEGAL
DESCRIPTION


      
        
           


        

        
          J -
3

          
            

          

        

        
           


        

      


      EXHIBIT
K

      


      LITIGATION
NOTICES, CONTRACT DEFAULTS

      GOVERNMENTAL
VIOLATIONS


      
        
           


        

        
          K -
1

          
            

          

        

        
           


        

      


      EXHIBIT
L

      


      LIST
OF TENANTS


      
        
           


        

        
          L -
1

          
            

          

        

        
           


        

      


      EXHIBIT
M

      


      Form
of Audit Letter

      


      


      


      SELLER
LETTERHEAD

      


      


      


      MONTH DD,
200[ ]

      


      


      Terry G.
Roussel, CEO

      Sharon C.
Kaiser, CFO

      ENTITY

      1920 Main
Street, Suite 400

      Irvine,
CA  92614

      We are
providing this letter at the request of PURCHASER in connection with the audit
being undertaken by Deloitte & Touche, LLP (“Deloitte”) of the statement of
revenues and certain expenses (Historical Summary) for the commercial property
referred to as PROPERTY NAME(S) AND ADDRESS(ES) (the “Property”), for the year
ended December 31, 200[ ] for the purpose of Deloitte expressing an opinion as
to whether Historical Summary presents fairly, in all material respects, the
revenue and certain expenses of the Property in conformity with accounting
principles generally accepted in the United States of America.  We are
also providing this letter in connection with Deloitte’s review of the
Historical Summary for the Property for the period from January 1, 200[ ]
through MONTH DD, 200[ ] for the purpose of determining whether any material
modifications should be made to the Historical Summary for this period for it to
be in conformity with accounting principles generally accepted in the United
States of America.

      


      We
confirm that we are responsible for the following:

      


      
        	
                a.

              	
                The
      fair presentation of the statement of revenues and certain expenses
      referred to above in conformity with accounting principles generally
      accepted in the United States of
America

              


      

      


      
        	
                b.

              	
                The
      design and implementation of programs and controls to prevent and detect
      fraud.

              


      

      


      
        	
                c.

              	
                Establishing
      and maintaining effective internal control over financial
      reporting.

              


      

      


      Certain
representations in this letter are described as being limited to matters that
are material.  Items are considered material, regardless of size, if
they involve an omission or misstatement of accounting information that, in
light of surrounding circumstances, makes it probable that the judgment of a
reasonable person relying on the information would be changed or influenced by
the omission or misstatement.


      
        
           


        

        
          M -
1

          
            

          

        

        
           


        

      


      We
confirm, to the best of our knowledge and belief, the following representations
made to you during Deloitte’s audit.

      


      
        
          	
                  1.

                	
                  The
      Historical Summary referred to above is fairly presented in conformity
      with accounting principles generally accepted in the United States of
      America.

                


        

      

      


      
        
          	
                  2.

                	
                  We
      have made available to you all financial records and related
      data.

                


        

      

      


      
        
          	
                  3.

                	
                  There
      have been no communications from regulatory agencies concerning
      noncompliance with or deficiencies in financial reporting
      practices.

                


        

      

      


      
        
          	
                  4.

                	
                  The
      Property has not performed an assessment of the risk that the Historical
      Summary may be materially misstated as a result of
  fraud.

                


        

      

      


      
        
          	
                  5.

                	
                  We
      have no knowledge of any fraud or suspected fraud affecting the Property
      involving (a) management, (b) employees who have significant roles in the
      Property’s internal control over financial reporting, or (c) others if the
      fraud could have a material effect on the Historical
    Summary.

                


        

      

      


      
        
          	
                  6.

                	
                  We
      have no knowledge of any allegations of fraud or suspected fraud affecting
      the Property received in communications from employees, former employees,
      analysts, regulators, short sellers, or
others.

                


        

      

      


      
        
          	
                  7.

                	
                  There
      are no unasserted claims or assessments that legal counsel has advised us
      are probable of assertion and must be disclosed in accordance with
      Financial Accounting Standards Board (“FASB”) Statement No. 5, Accounting for
      Contingencies.

                


        

      

      


      Except
where otherwise stated below, matters less than $______ collectively are not
considered to be exceptions that require disclosure for the purpose of the
following representations.  This amount is not necessarily indicative
of amounts that would require adjustment to or disclosure in the Historical
Summary.

      


      
        
          	
                  8.

                	
                  We
      have disclosed to you any change in the Property’s internal control over
      financial reporting that occurred during the Property’s most recent fiscal
      year that has materially affected, or is reasonably likely to materially
      affect, the Property’s internal control over financial
      reporting.

                


        

      

      


      
        
          	
                  9.

                	
                  There
      are no transactions that have not been properly recorded in the accounting
      records underlying the Historical
Summary.

                


        

      

      


      
        	
                10.

              	
                Related
      party transactions have been appropriately identified, properly recorded,
      and disclosed in the financial
statements.

              


      

      


      
        	
                11.

              	
                The
      Property has no plans or intentions that may affect the carrying value or
      classification of assets and
liabilities.

              


      

      


      
        	
                12.

              	
                In
      preparing the Historical Summary in conformity with accounting principles
      generally accepted in the United States of America, management uses
      estimates. All estimates have been disclosed in the financial statements
      for which known information available prior to the issuance of the
      financial statements indicates that both of the following criteria are
      met:

              


      


      
        
           


        

        
          M -
2

          
            

          

        

        
           


        

      


      
        
          	
                  
                  

                	
                  a.

                	
                  It
      is at least reasonably possible that the estimate of the effect on the
      Historical Summary of a condition, situation, or set of circumstances that
      existed at the date of the Historical Summary will change in the near term
      due to one or more future confirming
events.

                


        

      

      


      
        
          	
                	
                  b.

                	
                  The
      effect of the change would be material to the financial
      statements.

                


        

      

      


      
        
          	
                  13.

                	
                  Risks
      associated with concentrations, based on information known to management,
      that meet all of the following criteria have been disclosed in the
      financial statements:

                


        

      

      


      
        
          	
                	
                  a.

                	
                  The
      concentration exists at the date of the financial
    statements.

                


        

      

      


      
        
          	
                	
                  b.

                	
                  The
      concentration makes the enterprise vulnerable to the risk of a near-term
      severe impact.

                


        

      

      


      
        
          	
                	
                  c.

                	
                  It
      is at least reasonably possible that the events that could cause the
      severe impact will occur in the near
term.

                


        

      

      


      
        	
                14.

              	
                There
      are no:

              


      

      


      
        
          	
                	
                  a.

                	
                  Violations
      or possible violations of laws or regulations whose effects should be
      considered for disclosure in the Historical Summary or as a basis for
      recording a loss contingency.

                


        

      

      


      
        
          	
                	
                  b.

                	
                  Other
      liabilities or gain or loss contingencies that are required to be accrued
      or disclosed by FASB Statement No. 5, Accounting for
      Contingencies.

                


        

      

      


      
        	
                15.

              	
                The
      Property has complied with all aspects of contractual agreements that may
      have an effect on the Historical Summary in the event of
      noncompliance.

              


      

      


      
        	
                16.

              	
                No
      events have occurred subsequent to December 31, 200[_] that requires
      consideration as adjustments to or disclosures in the financial
      statements, other than as
disclosed.

              


      

      


      
        	
                17.

              	
                We
      believe that all expenditures that have been deferred to future periods
      are recoverable.

              


      

      


      
        	
                18.

              	
                Based
      on available information, management has assessed its environmental
      liabilities and has determined no reserve is
  required.

              


      

      


      
        	
                19.

              	
                We
      do not have (a) asserted and unsettled income tax contingencies, or (b)
      unasserted income tax contingencies cause by uncertain tax positions taken
      in our income tax returns filed with the Internal Revenue Services and
      state tax authorities that are probable of assertion by such tax
      authorizes under the provisions of the FASB Statement No. 5, Accounting
      for Contingencies. Furthermore, we have not received either written oral
      tax opinions that are contrary to our
  assessment.

              


      


      
        
           


        

        
          M -
3

          
            

          

        

        
           


        

      

       

      
        
          
            
              	 
      	
                      [SELLER]

                    


            

          

        

      

      


      
        
          	 
      	
                  By:

                	 
      	 
      


        

      

      


      
        
          	 
      	
                  Printed
      Name:

                	 
      	 
      


        

      

      


      
        
          	 
      	
                  Its:

                	 
      	 
      


        

      

      


      
        
          	 
      	
                  Date:

                	 
      	 
      


        

      


      
        
           


        

        
          M -
4

          
            

          

        

        
           


        

      


      EXHIBIT
N

      


      Form
of Minimum Threshold Agreement

      


      


      


      MINIMUM
THRESHOLD AGREEMENT

      


      This
MININUM THRESHOLD AGREEMENT ("Agreement") is made
as of the ____ day of _________, 2008 by SHP II CARUTH, L.P., a Texas ("Seller"),
[___________] ("Buyer"), and FIDELITY
NATIONAL TITLE INSURANCE COMPANY, a _________ (“Escrow Agent”).

      


      1.      
       Recitals.

      


      (a)     
      As of even date herewith, Seller has sold to
Buyer that certain senior housing facility known as Caruth Haven located in
Dallas, Texas (the “Facility”) pursuant to the terms of that certain Purchase
and Sale Agreement dated ________, 2008 between Seller and Buyer (the
“Contract”);.

      


      (b)      
     As of even date herewith, Buyer and 12 Oaks
Management, Inc. (“Manager”) have entered into that certain Property Management
Agreement whereby Manager shall provide management services for the Facility
from and after the date hereof;

      


      (c)      
     Section 7.3(n) of the Contract requires that
Seller deliver this Agreement and the Escrow Funds as a condition precedent to
the acquisition of the Facility by Buyer; and

      


      (d)       
    Seller has simultaneously deposited Five Hundred
Thousand and No/100ths Dollars ($500,000.00) (the “Escrow Funds”) with Escrow
Agent, to be governed by the terms of this Agreement.

      


      2.         
    Definitions.   The
following terms shall have the definitions set forth below:

      


      (a)      
     The term "Gross Revenue," as used in
this Agreement, means all revenues collected from the operation of the Facility,
whatever source, including, without limitation, rental income from residents,
space rentals, service fee income, food income, assisted living income, guest
fees, and other income generated from the operation of the Facility. Gross
Revenue shall exclude insurance proceeds (except for rent loss proceeds),
condemnation awards, and security deposits (unless forfeited by the resident).
In calculating Gross Revenues for any one month period, only the amounts
actually received during the month in question shall be taken into account (and
not any accrued rentals that are not paid).

      


      (b)        
   The term “Facility Operating Expenses”
shall mean all reasonable and customary costs and expenses (that are paid with
respect to the Facility, whether paid directly by Buyer or reimbursed to
Manager; provided however, for the purposes of calculating Facility Operating
Expenses under this Agreement, Facility Operating Expenses shall be deemed to
exclude the following:  (i) debt service on mortgage loans encumbering
the Facility, (ii) expenditures normally capitalized under GAAP, (iii)
amortization and depreciation, (iv) reserves, (v) taxes (other than property
taxes, to the extent permitted herein), (vi) property taxes above $175,000.00
which are attributable to a change of ownership of the Facility and not a change
in millage rate or recurring assessments, (vii) audit fees incurred by Buyer,
(viii) non-recurring expenses greater than Twenty-Five Thousand Dollars
($25,000.000) which have not been incurred in the normal course of operation of
the Facility during the three (3) years prior to the date of this Agreement,
except with respect to expenses incurred by Buyer to comply with violations of
laws in effect as of the date of this Agreement, and (ix) any increases in
recurring expenses for the Facility from the costs incurred for such recurring
items in the normal course of operation of the Facility during the three (3)
years prior to the date of this Agreement, which
increases are a result of Buyer mandated changes in scope
of  recurring expenses such as increases in insurance coverages, Buyer
mandated changes in staffing patterns or programs, or other Buyer mandated
changes in policies and procedures.  In calculating Facility Operating
Expenses for any one month period, expenses for the Facility that are
attributable to longer periods of time shall be appropriately pro-rated and
allocated to that month (e.g. 1/12 of an annual tax payment, 1/3 of a quarterly
service agreement payment).


      
        
           


        

        
          N -
1

          
            

          

        

        
           


        

      


      (c)      
     The term “Net Operating Income” or
“NOI” shall mean Gross
Revenues less all Facility Operating Expenses.

      


      (d)      
     The term “Minimum Return Threshold”
shall mean One Million Six Hundred Fifty Thousand and No/100ths ($1,650,000.00),
which amount shall be increased by two and one-half percent (2.5%) on each
anniversary of the date hereof.

      


      (e)     
      The term “Expiration Date” shall mean
earlier to occur of the following ((i) Escrow Agent has disbursed all of the
Escrow Funds to Buyer pursuant to the terms of this Agreement; (ii) the Facility
has generated an annualized NOI equal to at least One Hundred Ten Percent (110%)
of the Minimum Return Threshold then in effect for a minimum of six consecutive
(6) months; or (iii) the date which is two (2) years following the date of this
Agreement.

      


      3.        
     Escrow
Funds

      


      (a)      
     Contemporaneously with the execution hereof,
Seller has deposited with Escrow Agent the Escrow Funds.  Escrow Agent
shall hold the Escrow Funds in escrow and disburse the Escrow Funds only as set
forth below.

      


      (b)      
     Escrow Agent hereby acknowledges receipt of the
Escrow Funds and covenants and agrees to hold the Escrow Funds in escrow as
provided above and, subject to Section 3(d) below, disburse the Escrow Funds to
Buyer within ten (10) days following receipt of a Payment Request in an amount
equal to the portion of the Escrow Funds set forth on such Payment
Request.


      
        
           


        

        
          N -
2

          
            

          

        

        
           


        

      


      (c)     
      The Escrow Funds shall be held in an
interest bearing account with any interest accrued thereon payable to
Seller.  The Federal Tax Identification Number of Seller is
83-0354824

      


      (d)       
    If Escrow Agent receives a written notice from Seller
within ten (10) days following receipt of a Payment Request objecting to such
Payment Request (a “Dispute Notice”), then Escrow Agent shall withhold such
delivery until Buyer and Seller resolve the objection and provide Escrow Agent
written instructions signed by both parties directing a delivery of the Escrow
Funds.  Buyer and Seller agree to send to the other a duplicate copy
of any written notice sent to the Escrow Agent with respect to the subject
matter of this Escrow Agreement.

      


      (e)      
     In no event shall Seller’s liability to Buyer
pursuant to this Agreement exceed the amount of the Escrow Funds, regardless of
the actual NOI for the Facility for the Term hereof.

      


      4.         
    Quarterly NOI
Statements.

      


      (a)        
   Manager shall prepare and deliver to Buyer and Seller a
quarterly (based on calendar quarters or any partial calendar quarter, as
applicable) report setting forth the annualized NOI for the Facility (the “NOI
Statement”) for each calendar quarter (or portion thereof) following the date
hereof and until the Expiration Date.  Each NOI Statement shall
include (i) a calculation of the actual year to date NOI for the Facility ending
as of the last day of the preceding calendar quarter, and (ii) a calculation of
the annualized NOI for each month for the previous rolling six (6) month period
ending as of the last day of the preceding month.

      


      (b)            Schedule
1 attached hereto sets forth the “Quarter Threshold” and the cumulative “Annual
Threshold” for each calendar quarter for two calendar years following the date
hereof.  In the event that any quarterly NOI Statement sets forth an
actual NOI for such calendar quarter in excess of the applicable Quarter
Threshold, Buyer shall not be entitled to any disbursement from the Escrow Funds
for such calendar quarter.  In the event that a quarterly NOI
Statement sets forth an actual NOI for such calendar quarter less than the
applicable Quarter Threshold, then, subject to the reconciliation set forth in
Section 5 below Buyer shall be entitled to a disbursement from the Escrow Funds
in an amount equal to the difference between the actual NOI and the applicable
Quarter Threshold (a “Calendar Draw”).

      


      5.          
   Year
End Reconciliation.  Within sixty (60) calendar days following
the close of each calendar year following the date hereof, Manager shall prepare
and deliver to Buyer and Seller a final NOI Statement for such calendar year
(the “Annual NOI Statement”), which shall include a calculation of the total NOI
for the Facility for the preceding calendar year.  Within ten (10)
business days following receipt of the Annual NOI Statement, the parties shall
meet to reconcile any payments for which Buyer or Seller may be entitled to for
such calendar year.  In the event the parties are not able to resolve
the amount due within such ten (10) business day period, then the determination
of the amount due shall be submitted to arbitration pursuant to Section 7
below.  It is acknowledged and agreed by the parties that,
notwithstanding the quarterly statements and payments described in Section 4
above, Buyer shall only
be entitled to disbursement of the Escrow Funds if the annual NOI for the
Facility is less than the Minimum Return Threshold. Therefore:


      
        
           


        

        
          N -
3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                In
      the event that the actual annual NOI is less than the Minimum Return
      Threshold, Buyer shall be entitled to a disbursement from the Escrow Funds
      in an amount equal to the difference between the actual NOI and the
      applicable Minimum Return Threshold (the “NOI Gap”), less any Calendar Draws
      previously disbursed to Buyer, if
any.

              


      

      
        	
                 
      

              	
                (ii)

              	
                In
      the event that an NOI Gap exists, but such NOI Gap is less than the
      aggregate of all Calendar Draws previously disbursed to Buyer for such
      calendar year, then Buyer shall reimburse Seller for any amounts by which
      the aggregate Calendar Draws for such calendar year exceed the NOI
      Gap.

              


      

      
        	
                 
      

              	
                (iii)

              	
                In
      the event that the actual annual NOI is more than the Minimum Return
      Threshold, then Buyer shall reimburse Seller any and all Calendar Draws
      previously disbursed to Buyer for such calendar
  year.

              


      

      
        	
                 
      

              	
                (iv)

              	
                In
      no event shall Buyer be entitled to any Escrow Funds with respect to NOI
      Gaps relating to periods of time following the Expiration
      Date.

              


      

      


      Any
amounts to be paid by Seller or Buyer pursuant to this Section 5 (whether
through disbursement of Escrow Funds or by reimbursement to Seller) shall be
made within twenty (20) days following the date of the Annual NOI
Statement.

      


      6.          
   Disbursements from
Escrow

      


      (a)       
    In the event Buyer is entitled to a disbursement from
the Escrow Funds in accordance with Sections 4 or 5 above, Buyer shall deliver
to Seller and Escrow Agent a notice setting forth the amount due to Buyer
together with reasonable back-up documentation (a “Payment
Request”).  In no event shall Buyer be entitled to submit a Payment
Request t pursuant to this Agreement more than once per calendar
quarter.

      


      (b)       
    In the event Seller delivers a Dispute Notice pursuant
to Section 3(d) above, Seller and Buyer shall attempt to resolve any differences
with respect to the parties’ obligations hereunder for a period of ten (10)
business days following receipt of the Dispute Notice.  In the event
the parties are not able to resolve the amount due to Buyer within such ten (10)
business day period, then the determination of Buyer’s rights with respect to
the Escrow Funds shall be submitted to arbitration pursuant to Section 7
below.

      


      7.        
    Arbitration.    In
the event that a dispute pursuant to Section 6 above may be resolved by
arbitration, the arbitration shall be conducted in Dallas, Texas, as provided in
this Section 7.  The party desiring such arbitration shall give
written notice thereof to the other specifying the dispute to be
arbitrated.  Within ten (10) days after the date on which the
arbitration procedure is invoked as provided in this Agreement, each party shall
appoint an experienced arbitrator and notify the other party of the arbitrator’s
name and address.  The two arbitrators so appointed shall appoint a
third experienced arbitrator.  If the three arbitrators to be so
appointed are not appointed within twenty (20) days after the date the
arbitration procedure is invoked as provided in this Agreement, then the
arbitrator or arbitrators, if any, who have been selected shall proceed to carry
out the arbitration.  The arbitrator(s) selected shall furnish Seller
and Buyer with a written decision within ten (10) days after the date of
selection of the last of the arbitrators to be so selected. Any decision so
submitted shall be signed by a majority of the arbitrators, if more than two
have been selected.  If only two arbitrators have been selected and
they are unable to agree, then either Seller or Buyer shall be entitled to apply
to the presiding judge of the Superior Court of Dallas County, Texas (“Court”)
for the selection of a third arbitrator who shall be selected from a list of
names of experienced arbitrators submitted by Seller or from a list of names so
submitted by Buyer, as the case may be, unless both Seller and Buyer submit
lists of names, in which case the Court, in its sole discretion, shall select
the arbitrator from the lists.  Each arbitrator so appointed shall be
an independent certified public accountant.  In designating
arbitrators and in deciding the dispute, with the then prevailing rules of the
American Arbitration Association (or any successor organization) and in
accordance with applicable Texas law, subject, however, to such limitations as
may be placed on them by the provisions of this Agreement.  The
decision of the arbitrators shall be final and binding upon the parties, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.


      
        
           


        

        
          N -
4

          
            

          

        

        
           


        

      


      8.          
   Term. The term of
this Agreement (the “Term”) shall commence as of the date hereof and shall
expire as of the date in which any payments to Buyer or Seller are made pursuant
to Section 5 above for the second twelve (12) month period following the date of
this Agreement.  Any Escrow Funds held by Escrow Agent as of the
expiration of the Term shall be returned to Seller.  Neither party
shall have any liability hereunder following the expiration of the Term of this
Agreement.

      


      9.        
     No
Assignment.  Neither party to this Agreement shall have the
right to assign their rights and benefits under this Agreement without the prior
written consent of the other party which may be withheld in either party’s sole
and absolute discretion.

      


      10.       
    Successors.  Each
party’s obligations under this Agreement shall be binding on their successors
and permitted assigns.

      


      11.        
   Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.

      


      12.       
    Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, and all of which together will constitute one and the same
instrument.

      


      13.       
    Any notice, request, demand, consent, approval and other
communications under this Agreement shall be in writing, and shall be deemed
duly given or made at the time and on the date when received by facsimile
(provided that the sender of such communication shall orally confirm receipt
thereof by the appropriate parties and send a copy of such communication to the
appropriate parties within one (1) business day of such facsimile) or when
personally delivered as shown on a receipt therefor (which shall include
delivery by a nationally recognized overnight delivery service such as Federal
Express, UPS Next Day Air, Purolator Courier or Airborne Express), to the
address for each party set forth below.  Any party, by written notice
to the other in the manner herein provided, may designate an address different
from that set forth below.


      
        
           


        

        
          N -
5

          
            

          

        

        
           


        

      


      


      
        	
                If
      to Buyer:

              	
                CORNERSTONE
      GROWTH AND INCOME OPERATING PARTNERSHIP,
L.P.

              


      

      c/o
Cornerstone Growth & Income REIT, Inc.

      Attn:  Sharon
C. Kaiser

      Chief
Financial Officer

      1920 Main
Street, Suite 400

      Irvine,
CA  92614

      Telephone
No.:  949.263.4326

      Telecopy
No.:    949.250.0592

      


      
        	
              	
                with
      a copy to:

              	
                Servant
      Healthcare Investments, LLC

              


      

      Attn:
Kevin Maddron

      1000
Legion Place, Ste. 1650

      Orlando,
FL 32801

      Telephone
No.:   407.999.7772

      Telecopy
No.:     407.999.7759

      


      
        	
              	
                with
      a copy to:

              	
                Michael
      A. Okaty, Esq.

              


      

      Foley
& Lardner LLP

      111 North
Orange Avenue

      Suite
1800

      Orlando,
Florida 32801

      Telephone
No.:  407-244-3229

      Telecopy
No.:    407-648-1743

      


      
        	
                If
      to Seller:

              	
                SHP
      II Caruth, L.P.

              


      

      c/o
Prudential Real Estate Investors

      Two
Ravinia Drive, Suite 400

      Atlanta,
Georgia  30346

      Attention:  John
W. Dark

      Telephone
No.:  770.395.8635

      Telecopy
No.:    770.399.5363

      


      
        	
                 
      

              	
                with
      a copy to:

              	
                 The
      Prudential Insurance Company of
America

              


      

      PREI Law
Department

      Arbor
Circle South, 8 Campus Drive

      Parsippany,
New Jersey  07054

      Attention:  Law
Department (James N. Marinello)

      Telephone
No.:  973.683.1718

      Telecopy
No.:    973.683.1788


      
        
           


        

        
          N -
6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                with
      a copy to:

              	
                 Alston
      & Bird LLP

              


      

      1201 West
Peachtree Street

      Atlanta,
Georgia  30309-3424

      Attention:  Mark
C. Rusche

      Telephone
No.:  404.881.7281

      Telecopy
No.:  404.253.8798

      


      If
to Escrow Agent:

      


      


      


      14.    
       Escrow
Agent.  Escrow Agent hereby accepts its designation as Escrow
Agent hereunder and agrees to hold and disburse the Escrow Funds as herein
provided.  Escrow Agent shall not be liable for any acts taken in good
faith, shall only be liable for its willful default or gross negligence, and
may, in its sole discretion, rely upon the oral or written notices,
communications, orders or instructions given by the parties
hereto.  Escrow Agent’s only responsibility with respect to the Escrow
Funds shall be to use its reasonable and diligent efforts to hold and to
disburse the same in accordance with this Agreement.  In the event of
a dispute sufficient in the discretion of Escrow Agent to justify its doing so,
Escrow Agent shall be entitled to tender the Escrow Funds into the registry or
custody of any court of competent jurisdiction, together with such legal
proceedings as it deems appropriate, and thereupon to be discharged from all
further duties under this Agreement.  Any such legal action may be
brought in any such court as Escrow Agent shall determine to have jurisdiction
thereof.  Buyer and Seller hereby agree to indemnify and hold harmless
Escrow Agent against any and all losses, claims, damages, liabilities and
expenses, including, without limitation, reasonable costs of investigation and
counsel fees and disbursements which may be imposed upon Escrow Agent or
incurred by it in connection with its acceptance of this appointment as Escrow
Agent hereunder or the performance of its duties hereunder including, without
limitation, any litigation arising from this Agreement or involving the subject
matter hereof; provided, however, that if Escrow Agent shall be found guilty of
willful default or gross negligence under this Agreement, then, in such event,
Escrow Agent shall bear all such losses, claims, damages and
expenses.  Escrow Agent shall be discharged from all further duties
under this Agreement upon the disbursement of the Escrow Funds as provided
herein.


      
        
           


        

        
          N -
7

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
undersigned have executed, sealed and delivered this Minimum Threshold Agreement
on the ____ day of ______________, 200_.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      SELLER:

                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                      SHP II CARUTH, L.P., a
      Texas limited partnership

                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                      Caruth
      Haven Court GP, LLC, a Texas

                                      limited
      liability company, its general partner

                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                      By:

                                    	___
	 
      	 
      	 
      	 
      	
                                      Name:  Richard
      K. Blaylock

                                    
	 
      	 
      	 
      	 
      	
                                      Title:    Manager

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      


      
        
          	 
      	
                  BUYER:

                
	 
      	 
      
	 
      	
                  ______________________________

                


        

      

      


      


      Manager
hereby joins in the execution of this Agreement solely for the purposes of
acknowledging its obligations to deliver the NOI Statements and Annual NOI
Statements in accordance with the terms of this Agreement:

      


      
        
          	 
      	
                  MANAGER:

                
	 
      	 
      
	 
      	
                  __________________________________

                


        

      


      
        
           


        

        
          N -
8

          
            

          

        

        
           


        

      


      SCHEDULE
1

      


      [SAMPLE
Minimum Return Threshold]

      


      
        
          
            
              	
                      Time
      Period

                    	
                      Quarter
      Threshold

                    	
                      Annualized
      Threshold

                    
	
                      1/1/09-3/31/09

                    	
                      $412,500.00

                    	
                      $412,500.00

                    
	
                      4/1/09-6/30/09

                    	
                      $412,500.00

                    	
                      $825,000.00

                    
	
                      7/1/09-9/30/09

                    	
                      $412,500.00

                    	
                      $1,237,500.00

                    
	
                      10/1/09-12/31/09

                    	
                      $412,500.00

                    	
                      $1,650,000.00

                    
	
                      1/1/10-3/31/10

                    	
                      $422,812.50

                    	
                      $422,812.50

                    
	
                      4/1/10-6/30/10

                    	
                      $422,812.50

                    	
                      $845,625.00

                    
	
                      7/1/10-9/30/10

                    	
                      $422,812.50

                    	
                      $1,268,437.50

                    
	
                      10/1/10-12/31/10

                    	
                      $422,812.50

                    	
                      $1,691,250.00

                    


            

          

        

      


      
        
           


        

        
          N -
9

          
            

          

        

        
           


        

      


      EXHIBIT
O

      


      INTENTIONALLY
DELETED


      
        
           


        

        
          N -
1

          
            

          

        

        
           


        

      


      EXHIBIT
P

      


      PERSONAL
PROPERTY


      
        
           


        

        
          N -
1

          
            

          

        

        
           


        

      


      EXHIBIT
Q

      


      LICENSES

      


      


      Type B
Large Assisted Living License

      


      Health
Permit

      


      Elevator
Inspection Certificate

      


      Boiler
Certificates

      


      Certificate
of Occupancy

      



      
        
           


        

        
          N -
1

          
            

          

        

        
           


        

      


      EXHIBIT
R

      


      FINANCIAL
STATEMENTS

    

     

     

    N - 1