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                                                                  Exhibit 10.419

                                             SEPTEMBER 8, 2004

Fairway Investments, L.L.C. (Seller)
c/o Easlan Capital of Atlanta (Broker)
Attn: Stephen Galbraith
3348 Peachtree Road NE
Tower Place 200
Suite 250
Atlanta, Georgia 30326

       RE:   WINCHESTER COMMONS SHOPPING CENTER
             MEMPHIS, TENNESSEE

Dear Mr.Galbraith:

     This letter represents this corporation's offer to purchase the Winchester
Commons Shopping Center with 93,024 net rentable square feet, situated on
approximately 12.5 acres of land, located at 7956 Winchester Road, Memphis,
Tennessee.

     The above property shall include all the land and buildings and common
facilities, as well as all personalty within the buildings and common areas,
supplies, landscaping equipment, and any other items presently used on the site
and belonging to owner, and all intangible rights relating to the properties.

     This corporation or its nominee will consummate this transaction on the
following basis:

1.   The total purchase price shall be $13,072,687.00 all cash, plus or minus
     prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid at CLOSING 30
     BUSINESS DAYS following the acceptance of this agreement (see Paragraph
     10). Purchaser has previously deposited with the Escrowee named below an
     earnest money deposit of $150,000.00.

     Purchaser shall allocate the land, building and depreciable improvements
     prior to closing.

2.   Seller represents and warrants (TO SELLER'S ACTUAL KNOWLEDGE), that the
     above referenced property is leased to the tenants described on Exhibit A
     on triple net leases covering the building and all of the land, parking
     areas, reciprocal easements and REA/OEA agreements (if any), for the entire
     terms and option periods. Any concessions given to any tenants that extend
     beyond the closing day shall be settled at closing by Seller giving a full
     cash credit to Purchaser for any and all of those concessions.

3.   Seller warrants and represents (TO SELLER'S ACTUAL KNOWLEDGE), that the
     property is free of violations, and the interior and exterior structures
     are in a good state of repair, free of leaks, structural problems, and
     mold, and the property is in full compliance with Federal State, City and
     County ordinances, environmental laws and concerns, and no one has a lease
     that

                                                                          [SEAL]

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SEPTEMBER 8, 2004
PAGE 2

     exceeds the lease term stated in said leases, nor does anyone have an
     option or right of first refusal to purchase or extend, nor is there any
     contemplated condemnation of any part of the property, nor are there any
     current or contemplated assessments.

4.   Seller warrants and represents (TO SELLER'S ACTUAL KNOWLEDGE), that during
     the term of the leases the tenants and guarantors are responsible for and
     pay all operating expenses relating to the property on a prorata basis,
     including but not limited to, real estate taxes, REA/OEA agreements,
     utilities, insurance, all common area maintenance, parking lot and the
     building, etc. as set forth in the leases.

     Prior to closing, Seller shall not enter into or extend any agreements
     without Purchaser's approval (which shall not be unreasonably withheld) and
     any contract presently in existence not accepted by Purchaser shall be
     terminated by Seller. Any work presently in progress on the property shall
     be completed by Seller prior to closing or, at Purchaser's option, Seller
     may credit Purchaser in cash with an amount required to finish said work.

5.   Ten (10) days prior to closing Seller shall furnish Purchaser with estoppel
     letters acceptable to Purchaser from all tenants, guarantors, and parties
     to reciprocal and/or operating easement agreements, if applicable. If
     Seller is unable to obtain estoppel letters from all tenants, Purchaser
     shall close provided Seller delivers estoppels certificates from Kroger and
     75% of the non-Kroger leased area, together with Seller's estoppel
     certificate covering all missing tenant estoppel certificates.

6.   Seller is responsible for payment of any LEASING BROKERAGE FEES or
     commissions which are due any leasing brokers for the existing leases
     stated above or for any lease renewals which are executed prior to closing
     including any commission payable in connection with renewal of the existing
     Hallmark lease.

7.   This offer is subject to Seller supplying to Purchaser prior to closing a
     certificate of insurance from the tenants and guarantors in the form and
     coverage acceptable to Purchaser for the closing to the extent that tenants
     are obligated under their respective leases to provide landlord with
     certificates of insurance and to the extent tenants actually provide such
     certificates.

8.   Purchaser shall obtain, and each party shall pay one-half of the cost of a
     certificate which must be acceptable to Purchaser from a certified
     hygienist for environmental concerns that there is no asbestos, PCBs, or
     hazardous substance in the buildings and on the property; in other words, a
     Level 1 environmental audit (and Level 2 audit, if required).

9.   The above sale of the real estate shall be consummated by conveyance of a
     special warranty deed from Seller to Purchaser's designee, with the Seller
     and Purchaser each paying one-half of any city, state, or county transfer
     taxes for the closing, and Seller agrees to cooperate with Purchaser's
     lender, if any, and the money lender's escrow.

10.  The closing shall occur through Chicago Title & Trust Company, in Chicago,
     Illinois with Nancy Castro as Escrowee, 30 business days following
     acceptance of this agreement, at which time title to the above property
     shall be marketable; i.e., free and clear of all liens, encroachments and
     encumbrances, and an ALTA form B owner's title policy with complete
     extended coverage and required endorsements, waiving off all construction,
     including 3.1 zoning including parking and loading docks, and insuring all
     improvements as legally conforming uses and not as non-conforming or
     conditional uses, paid by one-half by Purchaser and one-half by Seller,
     shall be issued, with all warranties and representations being true now and
     at closing and surviving the closing for a period of six (6) months, and
     each party shall be paid in cash their respective credits, including, but
     not limited to, security deposits, rent and expenses, with a proration of
     real estate taxes based (at Purchaser's option) on the greater of 110% of
     the most recent bill or latest assessment, or the estimated assessments for
     2003 and 2004 using the Assessor's formula for these sales transactions,

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SEPTEMBER 8, 2004
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     with a later reproration of taxes when the actual bills are received. At
     closing, no credit will be given to Sellers for any past due, unpaid or
     delinquent rents.

11.  This offer is subject to Purchaser obtaining, prior to closing, an
     appraisal of the property prepared by an MAI or other qualified appraiser,
     acceptable to Purchaser or Purchaser's lender, if any, the cost of which
     shall be shared equally by the parties.

12.  It is a condition precedent to Purchaser's obligation to close that neither
     Seller (Landlord) or any tenant and guarantor shall be in default on any
     lease or agreement at closing, nor is there any threatened or pending
     litigation.

13.  Seller warrants and represents that he has paid all unemployment taxes to
     date.

14.  Prior to closing, Seller shall furnish to Purchaser copies of all
     guarantees and warranties which Seller received from any and all
     contractors and sub-contractors pertaining to the property. This offer is
     subject to Purchaser's satisfaction that all guarantees and warranties
     survive the closing and are assignable and transferable to any titleholder
     now and in the future.

15.  This offer is subject to the property being 100% occupied at the time of
     closing, with all tenants occupying their space, open for business, and
     paying full rent, including CAM, tax and insurance current, as shown on
     Exhibit A attached. If the 1,400 sf. currently leased to Giant TV is not
     leased and occupied at closing, Seller and Purchaser will establish at
     closing, and Seller will fund from the proceeds of closing, a Master Lease
     Escrow Agreement for three (3) months of base rent and additional changes
     for such 1,400 sf. vacant space, at the rates for base rent and additional
     rent shown on Exhibit A. If the lease for the 4,400 square foot Hallmark
     store has not, by the closing date, been renewed for a term of at least
     three (3) years, at a rent not less than $12.75 per square foot, then
     Seller and Purchaser will establish at closing, and Seller will fund from
     the proceeds of closing, a Master Lease Escrow Agreement for twelve (12)
     months of base rent and additional charges for such 4,400 s.f. vacant
     space, at the rates shown on Exhibit A, plus $5.00 per s.f. for tenant
     improvements and $3.00 per s.f. for leasing commissions. Purchaser will
     give Seller a license to lease such space on the terms specified above.

16.  Seller shall be responsible for payment of a real estate brokerage
     commission, as per their agreement, to Easlan Capital of Atlanta in the
     amount of $72,698.00. Seller and Purchaser each represent that they are not
     aware of any other brokerage commission due in connection with this
     transaction.

17.  Fifteen (15) days prior to closing, Seller must provide the title as stated
     above. Seller has previously delivered to Purchaser an existing (1999)
     survey of the property. Purchaser shall, prior to closing update the
     existing survey or obtain a new Urban ALTA/ACSM spotted survey in
     accordance with the minimum standard detail requirements for ALTA/ACSM Land
     Title surveys jointly established and adopted by ALTA and ACSM in 1999 and
     includes all Table A optional survey responsibilities and acceptable to
     Purchaser and the title company. The cost of title policy and the cost of
     the updated or new survey will be paid equally by the parties.

18.  Seller agrees that prior to closing it shall put all vacant spaces into
     "vanilla box" condition and ready for a new tenant to occupy immediately in
     accordance with all applicable laws, codes, etc., including all
     requirements for a certificate of occupancy for said space.

19.  Seller agrees to immediately make available and disclose all information
     that Purchaser needs to evaluate the above property, including all
     inducements, abatements, concessions or cash payments given to tenants, and
     for CAM, copies of the bills. Seller agrees to cooperate fully with
     Purchaser and Purchaser's representatives to facilitate Purchaser's
     evaluations and

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SEPTEMBER 8, 2004
PAGE 4

     reports, including at least a one-year audit of the books and records of
     the property, at Purchaser's expense.

20.  It is understood that this offer is contingent upon Seller, at Seller's
     expense, having "Fantastic Sams", and "For Your Eyes Only" renewing their
     lease for at least three years, with rents at least equal to the amount
     they are presently paying, all of which must be acceptable to Purchaser.

21.  If this transaction does not close, Purchaser shall return to Seller
     originals or photocopies of all information provided by Seller to Purchaser
     in connection with this transaction.

22.  THIS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THE CONTRACT OF
     PURCHASE AND SALE ARE THE ONLY REPRESENTATIONS AND WARRANTIES GIVEN
     CONCERNING THE PROPERTY AND THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS
     OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
     FOR A PARTICULAR PURPOSE.

     Purchaser acknowledges that, If Purchaser proceeds with this transaction:
     (i) Purchaser has been provided with the opportunity to fully examine all
     aspects of the Property and is relying solely on its inspection based upon
     its own knowledge and on the representations or warranties made by Seller
     in this agreement; (ii) Purchaser is not relying upon, and, except as
     specifically set forth in this Contract of Purchase and Sale, Seller and/or
     any third party on behalf of the Seller, have made no representation or
     warranty of any nature whatsoever, concerning the Property, including, but
     not limited to: (a) the quantity, quality or physical or environmental
     condition thereof; (b) the merchantability of the Property for any
     particular purpose; or (c) the economic prospects thereof; and (iii) Buyer
     is accepting the Property in as is, where is, and with all faults
     condition.

     With respect to Seller's representations and warranties contained in this
     Agreement, if, during the course of its investigation, Purchaser obtains
     actual knowledge that any representation or warranty is untrue, and
     Purchaser nonetheless closes this transaction, then Purchaser may not
     thereafter assert any claim against Seller for breach of such
     representation or warranty.

23.  Purchaser acknowledges and agrees that the Property which is the subject of
     this sale does not include the Scoops Outparcel.

     This offer is, of course, predicated upon the Purchaser's review and
written approval of the existing leases, new leases, lease modifications (if
any), all tenant correspondence, REA/OEA agreements, tenants' and guarantors'
financial statements, sales figures, representations of income and expenses made
by Seller, site inspection, environmental, appraisal, etc., and at least one
year of audited operating statements on said property is required that qualify,
comply with and can be used in a public offering.