AGREEMENT OF PURCHASE AND SALE
 AND JOINT ESCROW INSTRUCTIONS
 
 By and Between
 WEST OAHU MALL ASSOCIATES, LLC,
 a Hawaii Limited Liability Company
 and
 TNP ACQUISITIONS, LLC,
 a Delaware Limited Liability Company




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AGREEMENT OF PURCHASE AND SALE  AND JOINT ESCROW INSTRUCTIONS
 SECTION 1  SUMMARY OF BASIC TERMS
 Agreement WEST OAHU MALL
ASSOCIATES, LLC Seller TNP ACQUISITIONS, LLC. Buyer
 TERMS OFAGREEMENT
    
    DESCRIPTION1.1 Effective Date:
    
    July 13, 2009.1.2 Purchase Price:
    
    Twenty-Five Million Six Hundred Eighty-Eight Thousand Dollars
($25,688,000.00), plus the GSA Reimbursement amount described in
Section 2.1.2.1.3 Deposit:
    
    Initial Deposit: Fifty Thousand Dollars ($50,000.00).Additional Deposit: Two Hundred Thousand Dollars ($200,000.00).1.4 Escrow Holder:
    
    Title Guaranty Escrow Services, Inc.
235 Queen Street, 1st Floor
Honolulu, Hawaii 96813
Attention: Barbara Paulo
(808) 521-0209 (tel)
(808) 521-0280 (fax)1.5 Contingency Date:
    
    The thirtieth (30th) calendar day after the Effective Date.1.6 Closing Date:
    
    The forty-fifth (45th) calendar day after the Contingency
Date (so long as Buyer or Seller have not previously terminated this
Agreement in accordance with the terms of this Agreement); provided,
however, that if on such day Buyer is unable to assume the Conduit
Loan because Conduit Lender has not approved Buyers proposed
assumption, then the Closing Date shall be extended to the fifth
(5th) calendar day after Buyers receipt of: (i) written
notice that the Conduit Lender has approved Buyers proposed
assumption of the Conduit Loan and (ii) execution
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TERMS OFAGREEMENT
    
    DESCRIPTIONversions of the loan assumption documents, in form and substance acceptable to
Conduit Lender and to Buyer; but in no event shall the Closing Date
be later than September 15, 2009 (Outside Closing Date).1.7 Property:
    
    The Real Property, the Improvements, and all of the rights, title,
interests, privileges and appurtenances which are in any way related
to or used in connection with the Real Property and Improvements, and
all Personal Property, Intangible Property, Leases and Contracts.1.8 Real Property:
    
    That certain real property located in the City and County of
Honolulu (County), State of Hawaii (State), as more particularly
described on Exhibit A attached hereto, together with all right,
title and interest of the Seller in any appurtenant rights.1.9 Improvements:
    
    All buildings, fixtures, structures, parking areas, landscaping and
other improvements constructed and located on the Real Property,
together with all machinery and mechanical, electrical, HVAC and
plumbing systems (other than Personal Property) used in the operation
thereof, but excluding any such items owned by Tenants in possession
or public or private utilities or contractors or vendors under
contract.1.10 Personal Property:
    
    All equipment, appliances, tools, machinery, supplies, building
materials and other personal property of every kind and character
owned by Seller and attached to, appurtenant to, and located at and
used in connection with the operation of the Improvements located at
the Project including, without limitation, all attachments,
appliances, fittings, gas and oil burners, automatic stokers,
lighting fixtures, doors, cabinets, partitions, mantles, elevators,
electric motors, pumps, screens, flag poles, waste disposal or
storage equipment, all sprinklers, plumbing, heating, air
conditioning, electrical, ventilating, lighting, incinerating, vacuum
cleaning, refrigerating and cooling systems, each with its respective
furnaces, boilers, engines, motors, dynamos, radiators, pipe, wiring
and other apparatus, vaults, safes, fire prevention and extinguishing
equipment, carpets, floor covering, kitchen appliances and antenna.1.11 Contracts:
    
    (i) All contracts and agreements relating to the operation and
maintenance of the Project, described in Schedule 2 attached hereto,
and (ii) all contracts entered into by Seller after the Effective
Date and before the close of Escrow pursuant to Section 3.4.1.2.
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TERMS OFAGREEMENT
    
    DESCRIPTION1.12 Intangible
Property:
    
    All of Sellers right, title and interest in and to the following to
the extent assignable by Seller: (i) any and all intellectual property (including licenses to use
same) used in connection with the ownership, use and/or operation of
the Real Property, the Improvements or the Personal Property; (ii)
all development rights, building, use or other permits, approvals,
authorizations, licenses and consents obtained from any governmental
authority in connection with the development, use, operation and
management of the Real Property and the Improvements; (iii) all
preliminary, final and as-built plans and specifications respecting
the Real Property and the Improvements; and (iv) all warranties and
guarantees relating to the Real Property and the Personal Property,
including its physical condition (excluding Leases and Contracts)1.13 Leases:
    
    (i) All leases, licenses or occupancy agreements (including all
amendments, modifications, addenda, and exhibits) affecting the Real
Property, described in Schedule 1 attached hereto, and (ii) all
leases entered into by Seller after the Effective Date and before the
close of Escrow pursuant to Section 3.4.1.2.1.14 Excluded Assets:
    
    All right, title and interest of Seller, if any, in and to any: (i)
cash or other funds, whether in petty cash or on deposit in bank
accounts or in transit for deposit; (ii) impounds or reserves held by
or on behalf of Sellers lender(s) with respect to the Real Property,
Personal Property and Intangible Property, including but not limited
to those for taxes, insurance, replacement reserves, tenant
improvements and leasing commissions (unless Buyer reimburses Seller
for such impounds and reserves at Closing); (iii) receivables
attributable to the period prior to Closing; (iv) refunds, rebates or
other claims, or any interest thereon, for periods or events
occurring prior to the Closing; and (v) utility and similar deposits
except to the extent that Seller receives a credit on the closing
statement or as a proration.1.15 Project:
    
    That certain shopping mall located on the Real Property, located at
86-120 Farrington Highway, Honolulu, Hawaii and commonly known as
Waianae Mall.
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TERMS OFAGREEMENT
    
    DESCRIPTION1.16 Title Company:
    
    Title Guaranty of Hawaii, Inc. 

235 Queen Street 

Honolulu, Hawaii 96813

Attention: Cheryl Anzai

(808) 539-7720 (tel)

(808) 521-0287 (fax)1.17 Brokers:
    
    CB Richard Ellis 

1001 Bishop Street 

Pauahi Tower, Suite 1800

Honolulu, Hawaii 96813
Attention: Scott B. Gomes

(808) 521-1200 (tel)

(808) 541-5155 (fax)
 SECTION 2  PURCHASE
 Purchase Price; Escrow Opening
 Deposit Deposit
 Purchase Price Balance
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Escrow Opening Escrow
 Conduit Loan Assumption
 Conduit Loan Mortgage
 Conduit Lender
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Excluded Reserves
 Inspections, Investigations and Approvals
 Physical and Record Inspections Authorities
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Permitted
Outside Parties Seller Parties
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Tenants  , Property Manager Records Due Diligence Materials Excluded Documents
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Election to Proceed
 Sellers Right to Terminate
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Title Approval
 Title Documents PTR Sewer
Easement Survey Title
Notice Title Cure Notice
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Survey Disapproval
Notice Survey Cure Notice
 Approved Title Conditions Title Policy
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Conditions Precedent
 Conditions Precedent to Buyers Obligations
 Representations, Warranties and Covenants of Seller
 Estoppels Approved Estoppel Form Required Estoppels
 Title Policy Commitment
 Approval of Assumption of Conduit Loan
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Delivery of Updated Rent Roll
 Physical Condition
 City Mill Lease
 Conditions Precedent to Sellers Obligations
 Buyers Deliveries to Escrow
 Representations and Warranties
 Covenants
 Approval of Assumption of Conduit Loan
 Failure of Conditions Precedent.
 Failure of Buyers Conditions Precedent .
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th
 Failure of Sellers Conditions Precedent .
 th
 SECTION 3  CLOSE OF ESCROW/ESCROW
 Closing; Escrow
 Closing
 Escrow
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Deliveries to Escrow Holder
 Sellers Deliveries to Escrow Holder
 Deed
 Conveyance Tax Certificate
 Bill of Sale
 Assignment and Assumption of Leases
 FIRPTA Certificate
 HARPTA Certificate
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Sellers Closing Costs
  Buyers Deliveries to Escrow Holder
       Costs and Expenses/Disbursements
 Costs and Expenses
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Disbursements and Other Actions by Escrow Holder
 Prorations
 Adjustments and Prorations Cutoff Time
 Rents Percentage Rent CAM Charges Rent Delinquent Rent
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 CAM Lease Year 
  Percentage Rent Lease Year 
 Post-Effective Date Agreements and Leasing Costs
 Pre-Contingency Lease Transaction
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Pre-Contingency Contract
Transaction
 Post-Contingency Lease
Transaction Post-Contingency Contract Transaction Post-Contingency Transaction
   Leasing Costs   Lease Package 
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Operating Expenses
 Utility Charges
 Real Estate Taxes and Special Assessments
 Prepaid Expenses
 Security Deposits
 Utility Deposits
 Conduit Loan Interest and Deposits
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Insurance
 Other Apportionments
 Proration Statement
 Estimated Proration Statement
 Final Proration Outside Accountant
 SECTION 4  REPRESENTATIONS, WARRANTIES
AND COVENANTS
 Sellers Representations and Warranties
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" To
Sellers knowledge 
 Authority
 No Conflicts
 Adverse Claims
 Insolvency
  Default Notices and Governmental Regulations
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Laws
 Leases and Contracts
 Foreign Person.
 Permits
 Tenant Rent Roll
 Operating Statements
 Tenant Operations
 Buyers Representations, Warranties and Covenants
 Organization
 Authority
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No Conflicts
 Condition of Property
 OFAC
 Covenants of Seller
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SECTION 5  DISCLAIMERS; AS IS CONVEYANCE;
INDEMNIFICATION; DISCHARGE;
LIMITATION ON CLAIMS
 Disclaimers
 As-Is Conveyance
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Hazardous Materials
 Indemnification
 Sellers Indemnification Buyer
Parties Losses
 Buyers Indemnification
 Limitation on Claims
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SECTION 6  DAMAGE, DESTRUCTION AND CONDEMNATION
 Buyers Right to Terminate
 If No Termination
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SECTION 7  DEFAULT, TERMINATION AND REMEDIES
 7 Sellers Default/Buyers Remedies
 Buyers Default/Sellers Remedies If Buyer is in default in the performance of
any obligation or covenant under this Agreement, and Seller is not in default, then Sellers sole
and exclusive remedy, except for reasonable attorneys fees incurred by Seller to collect the
Deposit if contested by Buyer without a legal basis for doing so, indemnifications by Buyer and
remedies in connection with provisions of this Agreement which expressly survive the termination of
this Agreement, shall be to terminate this Agreement in which event Seller shall be entitled to the
Deposit as full and complete liquidated damages ( Liquidated Damages ) for Buyers default
of its obligations under this Agreement. The parties have determined that if Buyer breaches this
Agreement and fails to purchase the Project as contemplated herein, the damages to Seller will be
extremely difficult and impractical to ascertain, and that under the circumstances existing as of
the date of this Agreement, the Liquidated Damages provided for in this Section represent a
reasonable estimate of the damages which Seller will incur as a result of such failure; provided,
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however, that this provision shall not waive or affect Sellers right to reasonable attorneys
fees incurred to collect the Liquidated Damages if contested by Buyer, Sellers rights to
indemnification as set forth in this Agreement and remedies in connection with provisions of this
Agreement which expressly survive the termination of this Agreement. Buyer wishes to limit its
liability in the event of its breach of this Agreement and failure to purchase the Property, and
Seller has agreed to a limitation. Upon receipt of the Liquidated Damages Seller shall be deemed to
have absolutely waived all other remedies at law or in equity which it may have related to such
refusal or failure of Buyer to close (including, without limitation, the remedies of specific
performance and damages) except for Sellers right to reasonable attorneys fees incurred to
collect the Liquidated Damages if contested by Buyer, Sellers rights to indemnification as set
forth in this Agreement and remedies in connection with provisions of this Agreement which
expressly survive the termination of this Agreement.
 The parties have set forth their initials below to indicate their agreement with the
Liquidated Damages provision contained in this Section.
 Sellers Initials
    
    Buyers Initials
 Limitation on Liability
 Notice and Cure
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Guaranty rd
 SECTION 8  MISCELLANEOUS
 Notices st
 If to Seller
 
 with a duplicate copy to:
 
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If to Buyer:
 
 with a duplicate copy to:
 
 If to Escrow Holder
 
 Broker
 Assignment
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Affiliate
 Rule 3-14 Audit and SEC Filing Requirements Audit Audit Period
 Partial Invalidity
 Waivers
 Government Approvals
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Successors and Assigns
 Attorneys Fees
 Entire Agreement
 Time of Essence
 Construction business day
 Applicable Law and Forum.
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Counterparts
 No Joint Venture
 Confidentiality and Publicity
 Required Actions of Buyer and Seller
 Waiver Of Jury Trial
 Section 1031 Exchange Exchange Code
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ERISA
 ERISA Plan DOL
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WEST OAHU MALL ASSOCIATES, LLC,
a Hawaii limited liability company
By: West Oahu Mall, Inc.By
    /s/ Joseph DaneshgarJoseph DaneshgarIts President Seller
 TNP ACQUISITIONS, LLC,
a Delaware limited liability companyBy:
    /s/ Stephen CoreaStephen Corea Buyer
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EXHIBIT A  LEGAL DESCRIPTION
 PARCEL FIRST
      PARCEL SECOND
    PARCEL THIRD




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EXHIBIT B  TENANT ESTOPPEL FORM
 TO:
    
    
    
    
    
    (Buyer)Attention:TO:
    
    
    
    
    
    (Seller)Attention:
 Premises    Lease    Landlord Building




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EXHIBIT C  FORM OF LIMITED WARRANTY DEED
 
 
  
 
  
 
  PROPERTY DESCRIPTION:
    
    | LIBER/PAGE/DOCUMENT NO.: N/A|| LAND COURT DOCUMENT NO.:|| TRANSFER CERTIFICATE OF
TITLE NO(S).:




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LIMITED WARRANTY DEED
 
 W I T N E S S E T H




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WEST OAHU MALL ASSOCIATES, LLC,
a Hawaii limited liability company
By: West Oahu Mall, Inc.ByJoseph DaneshgarIts President Grantor
 By:Name:Title: Grantee




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STATE OF
    
    
    
    
    

    )) SS.COUNTY OF
    
    
    
    
    

    )
 
 Type or print name:  

Notary Public, in and for said County and State.

My commission expires: STATE OF
    
    
    
    
    
    )) SS.COUNTY OF
    
    
    
    
    
    )
 
 Type or print name: 

Notary Public, in and for said County and State.

My commission expires:




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EXHIBIT A




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EXHIBIT D  FORM OF BILL OF SALE  BILL OF SALE AND GENERAL ASSIGNMENT
 Bill of Sale   Seller    Buyer
 Purchase Agreement Real Estate Contracts




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WEST OAHU MALL ASSOCIATES, LLC,
a Hawaii limited liability company
By: West Oahu Mall, Inc.ByJoseph DaneshgarIts President Seller
 ByName:Title: Buyer




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EXHIBIT E  FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES
 Assignment    Assignor    Assignee
 WITNESSETH
 Purchase Agreement
  Leases




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WEST OAHU MALL ASSOCIATES, LLC,
a Hawaii limited liability companyBy:
    West Oahu Mall, Inc.By:Joseph DaneshgarIts President Assignor
 By:Name:Title: Assignee




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EXHIBIT F  TRANSFERORS CERTIFICATION OF NON-FOREIGN STATUS
 Seller Property
 Code   Sale
Agreement
   
    
 WEST OAHU MALL ASSOCIATES, LLC,
a Hawaii limited liability company
By: West Oahu Mall, Inc.ByJoseph DaneshgarIts President




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SCHEDULE 1
 SCHEDULE OF LEASES
 
    
    Lease to State Of Hawaii Department Of Accounting And General Services dated January 5,
2007, lease agreement number 92-33-0549.
    
    Lease to Kelsi, Inc. dba Suns Laundromat, Dated April 4, 2008
    
    Lease to APS Healthcare Bethesda, Inc., Dated March 26, 2009.
    
    Lease to Fil Manuel Tolete, Evangeline Tolete and Meleiton Collado, dba Fantastic Sams,
Dated June 30, 2000 and Assigned to JT Maui, LLC August 8, 2003
    
    Lease to United States of America, Dated March 13, 2009 and as amended.
    
    Lease to The International City Of Refuge Christian Church Ministries, Dated December
22, 2005
    
    Lease to Hai Thanh Tran and Minh-Huyen T. Nguyen dba Gold Plus, Dated April 1, 2005
    
    Lease to Tel-West Companies dba Hassel Free Phone and Hassel Free Taxes, Dated October
15, 2007
    
    Lease to Parents & Children Together, Dated August 6, 2003 and as amended
    
    Lease to LC Southseas, LLC dba Little Caesars, Dated August 18, 2008
    
    Lease to West Oahu Community Federal Credit Union, Dated November 19, 2004 and as
amended
    
    Lease to Radioshack Corporation, Dated June 4, 1992 and as amended
    
    Lease to Blockbuster Corporation, Dated November 25, 1990 and as amended
    
    Lease to State Of Hawaii by its Department Of Accounting And General Services dated
January 5, 2007, lease agreement number 92-33-0550 and as amended.
    
    Lease to Roger Christian Ede, O.D., Inc. Dated October 11, 1994 and as amended
    
    Lease to Money Service Centers of Hawaii dba Pay Day Hawaii, Dated June 2, 2005
    
    Lease to Island Wear Incorporated, Thanh Diep and Mui Diep, Dated November 19, 2004 and
as amended
    
    Lease to Bank of Hawaii, Dated January 11, 1999
    
    Lease to Waianae District Comprehensive Health and Hospital Board, Inc., Dated January
24, 2003 (Units C-304b, C-305a, C-307, C-309, C-311 and C-300 and as amended
    
    Lease to Waianae District Comprehensive Health and Hospital Board, Inc., Dated November
7, 2007 (Unit B202b)
    
    Lease to Ocean Sports With Barry Kanaiaupuni, Barry Kanaiaupuni and Leslee Kanaiaupuni,
Dated May 1, 2004 and as amended
    
    Lease to Mi Ja Incorporated dba Hello Sushi, Dated August 12, 2008
    
    Lease to Richard Craft dba Blazin Steaks, Dated May 13, 2009.
    
    Lease to Hui on Fast Food, Dated January 26, 1996 and as amended
    
    Lease to Longs Drugs California, Inc., Dated August 10, 2005
    
    Lease to Jeans Warehouse, Inc., Dated May 26, 2005 and as amended.
    
    Lease to Sugar Kane Realty, Inc., Dated April 1, 2005 and as amended.




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
    
    Lease to Savage Body 4 The BZ-U dba Curves for Women, LLC, Dated February 1, 2006 and as
amended.
    
    Lease to Waianae Chop Suey, Dated March 15, 1991 and as amended
    
    Lease to Canyon Television and Appliance Rental, Inc lease dated June 14, 2005 and
assigned to DPR Hawaii dba Aarons Sales and Lease on dated March 6, 2007
    
    Lease to Si V. Nguyen dba Lovely Nails, dated April 10, 2006
    
    Lease to Subway Real Estate Corp., Dated April 9, 2003 and as amended
    
    Lease to American Savings Bank, Dated August 24, 1990 and as amended
    
    Lease to Kazi Restaurants of Hawaii, Inc., Dated July 3, 2002
    
    Lease to The Goodyear Tire and Rubber Company, Dated November 2, 1999 and as amended
    
    Lease to City Mill Company, Ltd., Dated July 22, 1999
    
    Lease to Coffee Partners Hawaii dba Starbucks Coffee, Dated January 19, 2006 and letter
agreement re: security deposit
    
    Lease to JJC Hawaii, LLC dba Jamba Juice, dated January 19, 2006 and letter agreement
re: security deposit
    
    Lease to Hawaii Pizza Hut, Inc., Dated July 21, 1989 and as amended.




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SCHEDULE 2
 SCHEDULE OF CONTRACTS




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SCHEDULE 3  TENANT RENT ROLL




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SCHEDULE 4  OPERATING STATEMENTS