exhibit10-2.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.2

        

      

    


    
      


       

      


    

    PURCHASE
AND SALE AGREEMENT

     

    AND
ESCROW INSTRUCTIONS

     

    BY
AND BETWEEN

     

    SELLER:

     

    OWENS
MORTGAGE INVESTMENT FUND,

    


    AND

    


    BUYER:

     

    DuPONT
FABROS DEVELOPMENT LLC,

    a
Delaware limited liability company

     

    DATED
AS OF:

     

    July
24, 2007

     

    
      


       

      


    

    



    
      
        
          
            	
                    
                    

                    328840
      v3/RE

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

     

    Buyer and
Seller hereby enter into this Purchase and Sale Agreement and Escrow
Instructions (“Agreement”) as of the
Effective Date.  In consideration of the mutual covenants set forth
herein, Seller agrees to sell, assign and transfer the Property to Buyer, and
Buyer agrees to buy the Property from Seller, on the terms and conditions set
forth in this Agreement.

     

    1. DEFINED
TERMS.  The terms listed below shall have the following
meanings throughout this Agreement:

     

    
      	
              Approvals:

            	
              All
      material permits, licenses, franchises, certifications, authorizations,
      approvals and permits issued by any governmental or quasi-governmental
      authorities for the ownership, operation, use and occupancy of the
      Property or any part thereof.

            


    

     

    
      	
              Buyer:

            	
              DuPont
      Fabros Development LLC, a Delaware limited liability
    company

            


    

     

    
      	
              Buyer’s
      Address:

            	
              1212
      New York Avenue, N.W.

            


    

    
      	
               
      

            	
              Suite
      900

            


    

    
      	
               
      

            	
              Washington,
      D.C.  20005

            


    

    
      	
               
      

            	
              Attention:    Hossein
      Fateh

            


    

    
      	
               
      

            	
              Telephone:  (202)
      728-0010

            


    

    
      	
               
      

            	
              Facsimile:    (202)
      728-0220

            


    

    


    
      	
              Buyer's
      Broker:

            	
              CPS
      CORFAC International

            


    

     

    
      	
              Closing:

            	
              The
      consummation of the sale and purchase of the Property, as evidenced by the
      recordation of the Deed (as hereinafter
  defined).

            


    

     

    
      	
              Closing
      Date:

            	
              October
      26, 2007 (approximately sixty (60) days after expiration of Contingency
      Period).

            


    

     

    
      	
              Contingency
      Period:

            	
              Thirty
      (30) days after the receipt of all Due Diligence Documents listed on
      Exhibit B (which may be partially satisfied by a Seller-certified list of
      those items on Exhibit B that either do not exist or are not within
      Seller’s possession and/or
control).

            


    

     

    
      	
              Deposit:

            	
              Three
      Hundred Thousand Dollars ($300,000) comprised of an initial deposit (the
      “Initial
      Deposit”) of One Hundred Thousand Dollars ($100,000) and an
      additional deposit (the “Additional
      Deposit”) of Two Hundred Thousand Dollars
    ($200,000).

            


    

     

    
      	
              Effective
      Date:

            	
              July
      24, 2007.

            


    

     

    
      
        S-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Escrow
      Holder:

            	
              LandAmerica
      Commercial Services

            


    

     

    Escrow Holder’s
Address:                                                                           LandAmerica
Commercial Services

    777 Arnold Drive, 1st
Floor

    Martinez, CA 94553

    925-335-3366 (direct)

    925-335-9753 FAX

    Attention:  Robert
Bonus

    Email Address:
RBonus@Landam.com

    


     

    
      	
              Exhibits:

            	
              Exhibit
      A - Legal Description of the Land

            


    

     

    
      	
               
      

            	
              Exhibit
      B – Due Diligence Documents

            


    

     

    
      	
               
      

            	
              Exhibit
      C - Tenant Estoppel

            


    

     

    
      	
               
      

            	
              Exhibit
      D - Grant Deed

            


    

     

    
      	
               
      

            	
              Exhibit
      E - Bill of Sale

            


    

     

    
      	
               
      

            	
              Exhibit
      F - Assignment of Leases

            


    

     

    
      	
               
      

            	
              Exhibit
      G - Assignment of Contracts

            


    

     

    
      	
               
      

            	
              Exhibit
      H - Seller’s Closing Certificate

            


    

     

    
      	
               
      

            	
              Exhibit
      I - FIRPTA Affidavit

            


    

     

    
      	
              Existing
      Contracts:

            	
              All
      written brokerage (other than the brokerage agreement regarding the sale
      of the Property to Buyer), service, maintenance, operating, repair,
      supply, purchase, consulting, professional service, advertising and other
      contracts to which Seller, its agents, representatives, employees or
      predecessors-in-interest is a party, relating to the operation or
      management of the Property (excluding insurance contracts and any recorded
      documents evidencing the Permitted Exceptions) and which are currently in
      force and effect.

            


    

     

    
      	
              Improvements:

            	
              All
      buildings and other improvements owned by Seller located on or affixed to
      the Land, including, without limitation, the existing buildings containing
      approximately 7,000 square feet of rentable space (collectively, the
      “Building”) and
      the existing parking lots, together with all mechanical systems, if any
      existing on the Property (including without limitation, all heating, air
      conditioning and ventilating systems and overhead doors), fixtures,
      facilities, equipment, conduits, motors, appliances, boiler pressure
      systems and equipment, air compressors, air lines, gas-fixed unit heaters,
      baseboard heating systems, water heaters and water coolers, plumbing
      fixtures, lighting systems (including all fluorescent and mercury vapor
      fixtures), transformers, switches, furnaces, bus ducts, controls, risers,
      facilities, installations and sprinkling systems to provide fire
      protection, security, heat, air conditioning, ventilation, exhaust,
      electrical power, light, telephone, storm drainage, gas, plumbing,
      refrigeration, sewer and water thereto, all cable television fixtures and
      antenna, elevators, escalators, incinerators, disposals, rest room
      fixtures and other fixtures, equipment, motors and machinery located in or
      upon the Building, and other improvements now or hereafter on the
      Land.

            


    

     

    
      
        S-2

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Intangible
      Property:

            	
              All
      intangible property now or on the Closing Date owned by Seller in
      connection with the Real Property or the Personal Property including
      without limitation all of Seller’s right, title and interest in and to all
      environmental reports, soil reports, utility arrangements, warranties,
      guarantees, indemnities, claims, licenses, applications, permits,
      governmental approvals, plans, drawings, specifications, surveys, maps,
      engineering reports and other technical descriptions, books and records,
      licenses, authorizations, applications, permits and all other Approvals,
      insurance proceeds and condemnation awards, Seller’s right, title and
      interest in all Approved Contracts relating to the Real Property or the
      Personal Property, or any part thereof (but not Seller’s obligations under
      any Rejected Contracts (as hereinafter defined)), and all other intangible
      rights used in connection with or relating to the Real Property or the
      Personal Property or any part thereof, but excluding such items used
      solely for the conduct of Seller’s business, such as (but not limited to)
      trademarks, trade names and
copyrights.

            


    

     

    
      	
              Land:

            	
              That
      certain land located at 1850 De La Cruz Boulevard, and 556-558 Reed Street
      in the City of Santa Clara, Santa Clara County, California, consisting of
      approximately 4.64 acres, more particularly described in Exhibit A
      hereto, together with all rights and interests appurtenant thereto,
      including, without limitation, any water and mineral rights, development
      rights, air rights, easements and all rights of Seller in and to any
      alleys, passages or other
rights-of-way.

            


    

     

    
      	
              Leases:

            	
              The
      leases of space in the Property in effect on the date hereof, together
      with any leases of space in the Property entered into after the date
      hereof in accordance with the terms of this Agreement, together with all
      amendments and guaranties thereof.

            


    

     

    
      	
              Permitted
      Exceptions:

            	
              shall
      mean and include all of the following:  applicable zoning and
      building ordinances and land use regulations, the lien of taxes and
      assessments not yet delinquent (it being agreed by Buyer and Seller that
      if any tax or assessment is levied or assessed with respect to the
      Property after the date hereof 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 may elect to pay under a payment plan,
      which election shall be binding on Buyer), any exceptions caused by Buyer,
      its agents, representatives or employees, the rights of the Tenants under
      the Leases, and any matters deemed to constitute Permitted Exceptions
      under Section 5(D) hereof.

            


    

     

    
      
        S-3

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Personal
      Property:

            	
              Any
      and all personal property owned by Seller and used in conjunction with the
      operation, maintenance, ownership and/or occupancy of, and located on, the
      Real Property.

            


    

     

    
      	
              Property:

            	
              The
      Real Property, the Personal Property, the Approved Contracts (as defined
      in Section
      4), the Leases and the Intangible
  Property.

            


    

     

    
      	
              Purchase
      Price:

            	
              Six
      Million Three Hundred Fifty Thousand Dollars
  ($6,350,000)

            


    

     

    
      	
              Real
      Property:

            	
              The
      Land and the Improvements.

            


    

     

    
      	
              Rent
      Roll:

            	
              The
      rent roll delivered to Buyer by Seller pursuant to the terms of this
      Agreement.

            


    

     

    
      	
              Seller:

            	
              Owens
      Mortgage Investment Fund

            


    

     

    
      	
              Seller’s
      Address:

            	
              c/o
      Owen Financial

            


    

    
      	
               
      

            	
              2221
      Olympic Boulevard

            


    

    
      	
               
      

            	
              P.O.
      Box 2400

            


    

    
      	
               
      

            	
              Walnut
      Creek, CA  94505

            


    

    
      	
               
      

            	
              Attention:  Mr.
      Bob Bridge

            


    

    
      	
               
      

            	
              Telephone:  (916)
      683-1962

            


    

    
      	
               
      

            	
              Facsimile:   (916)
      683-3103

            


    

    


    
      	
              Seller's
      Broker:

            	
              None.

            


    

     

    
      	
              Title
      Company:

            	
              Commercial
      Title Group, Inc.

            


    

    
      	
               
      

            	
              8605
      Westwood Center Drive

            


    

    
      	
               
      

            	
              Vienna,
      Virginia  22182

            


    

    
      	
               
      

            	
              Attention:  Barbara
      Blitz

            


    

    
      	
               
      

            	
              Telephone:
      (703) 610-6392

            


    

     

    
      	
               
      

            	
              Facsimile:  (703)
      610-6382

            


    

     

    
      	
               
      

            	
              In
      conjunction with:

            


    

     

    
      
        S-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    LandAmerica Commercial
Services

    777 Arnold Drive, 1st
Floor

    Martinez, CA 94553

    925-335-3366 (direct)

    925-335-9753 FAX

    Attention:  Robert
Bonus

    Email Address:
RBonus@Landam.com

    


     

    
      	
               
      

            	
              Order
      No. SLC
      07-010802

            


    

     

    
      	
              Working
      Day:

            	
              Any
      day that is not a Saturday or Sunday or a holiday in the state in which
      the Real Property is located.

            


    

     

    2. DEPOSIT
AND PAYMENT OF PURCHASE PRICE.  Within one (1) Working Day
after the Effective Date, Buyer shall deposit with Escrow Holder, at Escrow
Holder’s office, by check or by wire transfer, funds in the amount of the
Initial Deposit as a deposit on account of the Purchase
Price.  Immediately upon Escrow Holder’s receipt of the Initial
Deposit, Escrow Holder shall place the Initial Deposit in an interest-bearing
account, the interest to accrue to the Deposit (any subsequent references herein
to the Initial Deposit, the Additional Deposit and/or Deposit shall be deemed to
include any interest accrued thereon).

     

    Within one (1) Working Day after the
expiration of the Contingency Period, Buyer shall deposit with Escrow Holder, at
Escrow Holder’s office, by check or by wire transfer, funds in the amount of the
Additional Deposit as a deposit on account of the Purchase
Price.  Immediately upon Escrow Holder’s receipt of the Additional
Deposit, Escrow Holder shall place the Additional Deposit in the same account as
the Initial Deposit, which together shall be the Deposit.  The Deposit
shall then be non-refundable and shall not be returned to Buyer except as
provided in this Agreement.

     

    If the
transactions contemplated hereby close as provided herein, the Deposit shall be
paid to Seller and shall be credited toward the Purchase Price.  If
this Agreement is terminated pursuant to the terms hereof or if the transactions
do not close the Deposit shall be returned to Buyer or delivered to Seller as
otherwise specified in this Agreement.

     

    3. DELIVERY
OF MATERIALS FOR REVIEW.  Within five (5) days of the Effective
Date, Seller is to deliver or make available to Buyer at Buyer's general offices
in Washington, D.C., the materials listed on Exhibit B
(collectively, the “Documents”) for
Buyer's review to the extent such Documents are within the possession or control
of Seller.  Upon delivery of the Documents within Seller’s possession
or control, Seller shall prepare and deliver to Buyer, and Buyer shall
acknowledge receipt of, a Seller-certified list describing the Documents so
delivered and the other Documents listed on Exhibit B which do
not exist or are not in Seller’s possession or control.  Without
limitation on the foregoing, Seller shall make any other documents, files and
information reasonably requested by Buyer concerning the Property and which are
in Seller’s possession or control available for Buyer’s inspection at Seller’s
general offices or such other location as shall be mutually convenient to the
parties.

     

    
      
        S-5

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. CONTINGENCIES.  Buyer’s
obligation under this Agreement to purchase the Property and consummate the
transactions contemplated hereby is subject to and conditioned upon, among other
things, the satisfaction or waiver by Buyer, in its sole and absolute discretion
and in the manner hereinafter provided, of each of the contingencies
(individually, a “Contingency”, and
collectively, the “Contingencies”) set
forth in this Section
4 in each case within the Contingency Period.

     

    A. Property
Review.  On or before the expiration of the Contingency Period,
Buyer shall have completed and shall be satisfied, in Buyer’s sole and absolute
discretion, with Buyer’s due diligence review, investigation and analysis of the
Property (the “Due
Diligence Review”), which may include, but shall not necessarily be
limited to, Buyer’s review, investigation and analysis of: (i) all of the
Documents; (ii) the physical condition of the Property; (iii) the adequacy and
availability at reasonable prices of all necessary utilities; (iv) the adequacy
and suitability of applicable zoning and Approvals; (v) the Leases and the
obligations from and to the tenants thereunder; (vi) market feasibility studies;
and (viii) such tests and inspections of the Property as Buyer may deem
necessary or desirable.

     

    B. Environmental
Audit.  On or before the expiration of the Contingency Period,
Buyer shall have completed to the satisfaction of Buyer, in its sole and
absolute discretion, an environmental audit and assessment of the Real Property
(the “Environmental
Audit”), including but not limited to the performance of such
non-invasive tests and inspections as Buyer may deem necessary or desirable in
order to determine the presence or absence of any Hazardous Materials (as
defined in Section
12(I) hereof).  Any other tests requested to be conducted on
the Property by Buyer shall be subject Sections 15(E) and (F),
below.

     

    C. Tenant
Estoppels.  Seller shall use its best efforts to obtain signed
Estoppel Certificate(s) and deliver the same to Buyer, on or before the
expiration of the Contingency Period, substantially in the form attached hereto
as Exhibit C
(the “Tenant
Estoppel”), executed by each tenant under each of the Leases with respect
to the status of such Lease, rent payments, tenant improvements, lease defaults
and other matters relating to such Lease, and disclosing no defaults, disputes
or other matters objectionable to Buyer in its sole discretion.

     

    The
foregoing Due Diligence Review, Environmental Audit and Tenant Estoppel
Contingencies are solely for Buyer’s benefit and only Buyer may determine such
Contingencies to be satisfied or waived. Buyer shall have the Contingency Period
in which to satisfy or waive such Contingencies.  A Contingency shall
be deemed to have been satisfied or waived by Buyer unless prior to the
expiration of the Contingency Period Buyer shall deliver to Seller a written
notice to terminate this Contract (the “Termination
Notice”).

     

    If Buyer
does not provide a Termination Notice, then the Contingencies shall be deemed
satisfied or waived and the parties shall, subject to the satisfaction of all
other terms and conditions applicable to the respective parties’ obligations
hereunder, be obligated to proceed to Closing.  If Buyer provides a
Termination Notice to Seller prior to the expiration of the Contingency Period,
then this Agreement shall terminate and be of no further force and effect at the
end of the Contingency Period without the further action of either
party.  Upon any such termination, Escrow Holder shall return the
Deposit to Buyer, and the parties shall have no obligation to proceed to
Closing.

     

    
      
        S-6

      

      
        
        

        
          

        

      

      
        
        

      

    

    With
respect to the Existing Contracts only, not less than five (5) days prior to the
expiration of the Contingency Period, Buyer shall furnish Seller with a written
notice of the contracts and agreements (the “Approved Contracts “)
which Buyer has elected to assume at the Closing.  All Existing
Contracts not included in any such notice shall be excluded from the Property to
be conveyed to Buyer and are herein respectively referred to as the “Rejected
Contracts”.  Prior to the end of the Contingency Period, Seller
shall inform Buyer of those of the Rejected Contracts that Seller elects, at
Seller’s sole cost and expense, to terminate on or before the Closing Date and
shall deliver to Buyer evidence satisfactory to Buyer of Seller’s termination on
or prior to Closing of all Rejected Contracts so identified by
Seller.  All other Rejected Contracts shall be accepted by Buyer
should Buyer elect to waive the Contingencies specified above.  If
Buyer fails to give the notice described in this paragraph within the
Contingency Period, then Buyer shall be deemed to have elected to assume all
contracts relating to the Property.

     

    D.           In
the event that Buyer exercises its right to cancel this Agreement pursuant to
Section 4, or for any other cause, Buyer shall immediately return to Seller all
documents, reports, studies, soils reports, environmental reports,
investigations, contracts, and all other documents delivered to Buyer pursuant
to this Agreement.  Furthermore, Buyer shall, to the extent it has the
legal right to do so, deliver copies of, and assign and transfer to Seller, all
documents, reports, studies, soils reports, environmental reports,
investigations, contracts, and other documents which have been prepared and
generated in connection with Buyer’s investigations pursuant to this Section 4,
except for any items which are subject to the attorney-client work product or
privilege, at no cost to Seller.

     

    5. TITLE
COMMITMENT; SURVEY; SEARCHES.  Buyer’s obligation to purchase
the Property and to consummate the transactions contemplated hereby shall also
be subject to and conditioned upon Buyer’s having approved the condition of
title to the Property and a survey of the Real Property in the manner provided
for in this Section
5.

     

    A. Title
Commitment.  Buyer shall cause the Title Company to deliver a
commitment (the “Title
Commitment”) to Buyer for the Title Policy (as defined in Section 6 hereof),
issued by the Title Company showing Seller as the owner of the Real Property,
together with legible copies of all documents (“Exception Documents”)
referred to in Schedule B of the Title Commitment.

     

    B. Survey.  Buyer
shall obtain a current ALTA survey (the “Survey”) of the Real
Property at Buyer’s cost and expense.

     

    C. Searches.  Buyer
may obtain current UCC, tax lien and judgment searches with respect to Seller
regarding liens, security interests and adverse claims affecting the Seller’s
interest in the Real Property and/or the Personal Property (collectively, “Searches”).

     

    
      
        S-7

      

      
        
        

        
          

        

      

      
        
        

      

    

    D. Permitted/Unpermitted
Exceptions.    Buyer shall have the right, up until
on or before ten (10) days before the end of the Contingency Period, to object
in writing (“Buyer’s
Exception Notice”) to any title matters that are not Permitted Exceptions
which are disclosed in the Title Commitment or Survey (herein collectively
called "Liens").  Buyer
shall have the right to amend Buyer’s Exception Notice to object to any title
matters that are not Permitted Exceptions which are disclosed in any
supplemental reports or updates to the Commitment or Survey delivered to Buyer
after the end of the Contingency Period provided that Buyer objects to the same
within five (5) days after Buyer’s receipt of the applicable supplemental
reports or updates to the Commitment but in no event after
Closing.  Unless Buyer shall timely object to the Liens, such Liens
shall be deemed to constitute additional Permitted Exceptions.  Any
exceptions which are timely objected to by Buyer shall be herein collectively
called the "Title
Objections."  Seller may elect (but shall not be obligated) to
remove or cause to be removed, or insured over, at its expense, any Title
Objections, and shall be entitled to a reasonable adjournment of the Closing
(not to exceed ten (10) days) for the purpose of such removal.  Except
as set forth below with regard to the Financial Encumbrances, Seller may elect
not to remove some or all of the Title Objections.  Seller shall
notify Buyer in writing within five (5) days after receipt of any Buyer's
Exception Notice of Title Objections whether Seller elects to remove any or all
of the Title Objections.  If Seller is unable to remove or endorse
over any Title Objections prior to the Closing in a manner satisfactory to Buyer
in its sole and absolute discretion, or if Seller elects not to remove one or
more Title Objections, Buyer may elect to either (a) terminate this Agreement by
giving written notice to Seller and Escrow Agent prior to the Closing, in which
event the Deposit shall be paid to Buyer and, thereafter, the parties shall have
no further rights or obligations hereunder, or (b) waive such Title Objections,
in which event such Title Objections shall be deemed additional "Permitted
Exceptions" and the Closing shall occur as herein provided without any reduction
of or credit against the Purchase Price.  Notwithstanding anything to
the contrary contained herein, any Lien which is each financial encumbrance such
as a mortgage, deed of trust, or other debt security, attachment, judgment, lien
for delinquent real estate taxes and delinquent assessments, mechanic’s or
materialmen’s lien, which is outstanding against the Property, or any part
thereof, that is revealed or disclosed by the Title Commitment and/or the
Searches (herein such matters are referred to as “Financial
Encumbrances”) shall automatically, and without any requirement for Buyer
to provide notice thereof to Seller, be deemed not to be a Title Objection and
Seller hereby covenants to remove all such Financial Encumbrances on or before
the Closing Date.

     

    E. Approved Title and
Survey.  The condition of title as approved by Buyer in
accordance with this Section 5 is referred
to herein as the “Approved Title” and
the Survey as approved by Buyer in accordance with this Section 5 is referred
to herein as the “Approved
Survey”.

     

    6. DEED;
TITLE POLICY.  Seller shall convey the Real Property to Buyer
by a grant deed in the form of Exhibit D attached
hereto (the “Deed”).  As
a condition to Buyer’s obligation to consummate the purchase of the Property and
other transactions contemplated hereby, as of Closing the Title Company shall be
unconditionally committed to issue to Buyer an ALTA Form B (revised 1992)
extended coverage Owner’s Title Insurance Policy issued by the Title Company,
dated the Closing Date and naming Buyer (or its nominee or assignee, if
applicable) as the insured, in the face amount of the Purchase Price, showing
Buyer (or its nominee or assignee, as applicable) to be the owner in fee simple
of the Real Property, subject to no exceptions other than Permitted Exceptions,
together with such endorsements as required by Buyer in the Buyer's Exception
Notice, all in form and substance reasonably satisfactory to Buyer (the "Title
Policy").  Buyer shall be entitled to request that the Title Company
provide such endorsements (or amendments) to the Title Policy as Buyer may
reasonably require, provided that (a) such endorsements (or amendments)
shall be at no cost to, and shall impose no additional liability on, Seller,
(b) Buyer's obligations under this Agreement shall not be conditioned upon
Buyer's ability to obtain such endorsements and, if Buyer is unable to obtain
such endorsements, Buyer shall nevertheless be obligated to proceed to close the
transaction contemplated by this Agreement without reduction of or set off
against the Purchase Price, and (c) the Closing shall not be delayed as a
result of Buyer's request.  

     

    
      
        S-8

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. PRORATIONS.  The
following prorations shall be made between Seller and Buyer on the Closing Date,
computed with income and expenses for the Closing Date itself being allocated to
Buyer:

     

    A. Rents Payable Under
Leases.  The word “Rents” as used herein
shall be deemed to include, without limitation, (i) fixed monthly rents and
other fixed charges payable by the tenants under the Leases, (ii) any amounts
payable by the tenants by reason of provisions of the Leases relating to
escalations and pass-throughs of operating expenses and taxes, and adjustments
for increases in the Consumer Price Index and the like, (iii) any percentage
rents payable by the tenants under the Leases, if any, and (iv) rents or other
charges payable by the tenants under the Leases for services of any kind
provided to it (including, without limitation, making of repairs and
improvements, the furnishing of heat, electricity, gas, water, other utilities
and air-conditioning) for which a separate charge is made.

     

    Seller
shall collect and retain all Rents due and payable prior to the Closing and
Buyer shall receive a credit for all such Rents allocable to the period from and
after the Closing Date.  Rents collected subsequent to the Closing
Date, net of costs of collection, if any, shall first be applied to such
tenant’s current Rent obligations and then to past due amounts in the reverse
order in which they were due.  Subject to the foregoing, any such
Rents collected by Buyer shall, to the extent properly allocable to periods
prior to the Closing, be paid, promptly after receipt, to the Seller and any
portion thereof properly allocable to periods from and after the Closing Date
shall be retained by Buyer.  The term “costs of collection”
shall mean and include reasonable attorneys’ fees and other reasonable
out-of-pocket costs incurred in collecting any Rents.

     

    Seller
shall not be permitted after the Closing Date to institute proceedings against
the respective tenant to collect any past due Rents for periods prior to the
Closing Date; provided that  Buyer agrees to use commercially
reasonable efforts to collect such Rents and provided further that in no event
shall Buyer be obligated to terminate a Lease or dispossess a tenant after
Closing for failure to pay such Rents. If any past due Rents are not collected
from the tenants owing such delinquent amounts, Buyer shall not be liable to
Seller for any such amounts.

     

    Any
advance or prepaid rental payments or deposits paid by tenants prior to the
Closing Date and applicable to the period of time subsequent to the Closing Date
and any unapplied security deposits or other amounts paid by tenants, together
with any interest on both thereof to the extent such interest is due to tenants
shall be credited to Buyer on the Closing Date; provided, however, that such
amounts shall be reduced by any amounts due Seller from such security deposits
prior to Closing in accordance with the respective Leases.  Buyer
shall be bound by any obligation under a Lease to refund a security deposit
credited to Buyer as aforesaid, except to the extent that the amount of such
security deposit has been reduced due to any credit allowed Seller pursuant to
the terms of the applicable Lease.

     

    
      
        S-9

      

      
        
        

        
          

        

      

      
        
        

      

    

    No credit
shall be given either party for accrued and unpaid Rent or any other non-current
sums due from the tenants until said sums are paid.  In addition, if
as of the Closing Date there exists any rebate, rental concession, free-rent
period, credit, setoff or rent reduction under or with respect to any Lease
which extends beyond the Closing Date, then the prorations in favor of Buyer
hereunder shall include an amount equal to the aggregate amount of all such
rebates, rental concessions, free-rent periods, credits, setoffs or rent
reductions applicable to any period or periods after the Closing
Date.

     

    In the
event that subsequent to the Closing Buyer receives checks or other instruments
or items payable to Seller with respect to the Property, Seller hereby
authorizes Buyer to endorse Seller’s name thereon without recourse and apply the
proceeds in accordance with the foregoing; similarly, any checks or other
payment items received by Seller subsequent to the Closing with respect to the
Property shall be endorsed by Seller without recourse and promptly forwarded to
Buyer, who shall apply the proceeds thereof in accordance with the
foregoing.

     

    B. Rent
Adjustments.  Pending final adjustments and prorations, as
provided in the preceding Paragraph, Seller shall be paid all adjustment rent or
escalation payments, if any, payable under the Leases prior to Closing for taxes
and operating expenses for the Property, and Buyer shall retain all such rent or
payments payable after Closing.  As soon as all such taxes and
operating expenses passed through under the Leases for the calendar year 2007
are finally determined, the adjustment rent or escalation payments paid under
the Leases for calendar year 2007 shall be reprorated between Seller and Buyer
based on their respective share of such taxes and expenses for the calendar year
2007, and an appropriate payment shall be made from one party to the other, as
appropriate.

     

    C. Taxes and
Assessments.  Accrued general real estate taxes not yet due and
payable shall be prorated up to and including the Closing Date on the basis of
latest tax rate applied to the latest assessed valuation for the Real
Property.  Buyer shall receive a credit at Closing for all amounts
paid by the tenants under the Leases prior to the Closing for the payment of
such taxes.  Buyer shall pay all such taxes when they become due and
payable and, promptly thereafter, the parties shall re-prorate taxes and, if any
amount other than the amount that was used as the basis of the Closing
prorations is due to the taxing authority, an appropriate payment shall promptly
be made from one party to the other on the basis of the amount of taxes then due
and payable. Prior to or at Closing, Seller shall pay or have paid all real
estate tax bills which are due and payable prior to or on the Closing Date and
shall furnish evidence of such payment to Buyer and the Title
Company.

     

    D. Utilities.  Charges
for utilities and fuel, including, without limitation, steam, water,
electricity, gas and oil, except to the extent paid directly by the Tenants,
shall be prorated.

     

    E. Other
Prorations.  Charges payable under the Approved Contracts
assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing
Date.  Buyer shall also receive a credit equal to any past due
payments (including interest or penalties due) from Seller to any of the other
parties to the Approved Contracts.

     

    
      
        S-10

      

      
        
        

        
          

        

      

      
        
        

      

    

    Seller
and Buyer agree that (1) none of the insurance policies relating to the Property
will be assigned to Buyer (and Seller shall pay any cancellation fees resulting
from the termination of such policies), and (2) no employees of Seller
performing services at the Property shall be employed by
Buyer.  Accordingly, there will be no prorations for insurance
premiums or payroll, and Seller shall be liable for all premiums and payroll
expenses in connection with the foregoing.

     

    If Seller
has made any deposit with any utility company or local authority in connection
with services to be provided to the Property, such deposits shall, if Buyer so
requests and if assignable, be assigned to Buyer at the Closing and Seller shall
receive a credit equal to the amounts so assigned.

     

    The
prorations and credits provided for above shall be made on the basis of a
written statement prepared by Seller and approved by Buyer.  At least
five (5) Working Days prior to the Closing Date, Seller, or Escrow Agent using
information provided by Seller, shall provide Buyer with a preliminary proration
and closing statement, together with backup documentation substantiating the
prorations provided for and the calculations performed, in order that Buyer may
verify Seller’s methods and calculations.  In the event any prorations
made pursuant hereto shall prove incorrect for any reason whatsoever, either
party shall be entitled to an adjustment to correct the same provided that it
makes written demand on the other within 18 months after the Closing
Date.

     

    8. CLOSING.

     

    A. Closing
Requirements.  The consummation of the sale and purchase of the
Property (the “Closing”) shall be
effected through a closing escrow which shall be established by Seller and Buyer
with the Escrow Holder and the Title Company.  All documents to be
delivered at the Closing shall be delivered to the Escrow Holder and all
payments to be made shall be delivered on or before the Closing Date to the
Title Company as provided herein, in escrow, pending the recording of the Deed
(following a datedown of title to the time of recording which does not disclose
any new matter affecting title to the Real Property which is not acceptable to
Buyer), and other instruments as are required to be recorded to effect the
transfer and conveyance of the Property, upon which recording all instruments
and funds shall then be delivered out of escrow.  The Title Company
shall be responsible for drafting the settlement statement and disbursing all
funds in accordance therewith and otherwise is accordance with the terms of this
Agreement.

     

    B. Additional Conditions to
Closing.  It is a condition to Buyer’s obligations to proceed
to Closing and to consummate the transactions contemplated hereby, that, as of
the Closing Date, (i) all of the Seller’s representations and warranties
hereunder shall be true and correct in all material respects and Seller’s
Closing Certificate delivered pursuant to Section 9 hereof
shall not disclose any qualifications or changes in Seller’s representations and
warranties set forth in Section 12 hereof,
which would have a material adverse effect on the use, operation, value,
marketability or financeability of the Property by Buyer; (ii) Seller shall have
performed in all material respects all of its covenants
hereunder;  (iii) the Title Company shall be unconditionally committed
to issue the Title Policy upon the recordation of the Deed; (iv) Seller shall
have delivered all other documents and other deliveries listed in Section 9
hereof.  If any condition to Buyer’s obligations hereunder is not
fulfilled, including any condition not set forth in this Subsection 8.B.,
Buyer shall have no obligation to proceed to Closing or to consummate the
transactions contemplated hereby.  Nothing in this Agreement shall
restrict Buyer’s rights and remedies in the event that the failure of any of the
foregoing conditions to be satisfied also constitutes a default by Seller
hereunder.

     

    
      
        S-11

      

      
        
        

        
          

        

      

      
        
        

      

    

    C. Seller’s Conditions to
Closing.  It is a condition to Seller’s obligations to proceed
to Closing and to consummate the transactions contemplated hereby, that, as of
the Closing Date, (i) all of the Buyer’s representations and warranties
hereunder shall be true and correct in all material respects; (ii) Buyer shall
have performed in all material respects all of its covenants hereunder,
including the delivery of the Purchase Price without claim to reduction or
offset; and (iii) Buyer shall have delivered all other documents and other
deliveries required of it under Section 9 hereof.  If any condition to
Seller’s obligations hereunder is not fulfilled, including any condition not set
forth in this Subsection 8.C., Seller shall have no obligation to proceed to
Closing or to consummate the transactions contemplated
hereby.  Nothing in this Agreement shall restrict Seller’s rights and
remedies in the event that the failure of any of the foregoing conditions to be
satisfied also constitutes a default by Buyer hereunder, in which event Seller
shall have the remedy set forth in Section 11(A) and (B).

     

    9. ESCROW.

     

    A. Seller’s Closing
Deliveries.  On or prior to the Closing Date, Seller shall
deliver to Escrow Holder the following documents and materials, all of which
shall be such form and substance as the parties have agreed during the
Contingency Period:

     

    (i) Deed; Transfer
Declarations.  The Deed, duly executed, acknowledged and in
recordable form, accompanied by all necessary transfer tax declarations of
Seller as may be required under applicable law in order to permit the recording
of the Deed.

     

    (ii) Bill of
Sale.  A duly executed and acknowledged bill of sale for the
Personal Property and Intangible Property, conveying to Buyer all of the
Personal Property and Intangible Property in the form of Exhibit E attached
hereto (the “Bill of
Sale”).

     

    (iii) Assignment of
Leases.  Two (2) originals of an assignment of the Leases and
all guaranties thereof, duly executed and acknowledged by Seller in the form of
Exhibit F
attached hereto (the “Assignment of
Leases”).

     

    (iv) Assignment of
Contracts.  Two (2) originals of an assignment of the Approved
Contracts, duly executed and acknowledged by Seller and to the extent required
under the terms of any Approved Contract, consented to by the other party to
such Contract in the form of Exhibit G attached
hereto (the “Assignment of
Contracts”).

     

    (v) Title Clearance
Documents.  An Affidavit  duly executed by Seller in
the form of Exhibit
H attached hereto.

     

    
      
        S-12

      

      
        
        

        
          

        

      

      
        
        

      

    

    (vi) FIRPTA
Affidavit.  A non-foreign certification, duly executed by
Seller under penalty of perjury, certifying that Seller is not a “foreign
person”, pursuant to Section 1445 (as may be amended) of the Internal Revenue
Code of 1986, as amended in the form of Exhibit I attached
hereto (“Section
1445”) and a California Form 593 (collectively, the “FIRPTA
Affidavit”).  If Seller shall fail or be unable to deliver the
same, then Buyer shall have the right to withhold such portion of the Purchase
Price as may be necessary, in the opinion of Buyer or its counsel, to comply
with Section 1445 and applicable California law.

     

    On or
prior to the Closing Date, Seller shall deliver to Buyer the following documents
and materials, all of which shall be in form and substance reasonably acceptable
to Buyer:

     

    (a) Insurance Policies and
Certificates.  To the extent in Seller’s possession or control,
copies of all insurance policies and current insurance certificates from the
tenants under the Leases evidencing that all insurance policies required to be
maintained by the tenants under the Leases are in full force and effect as
therein required.

     

    (b) Documents.  Originals
of all Documents, if not already delivered, or copies of same to the extent
originals do not exist.

     

    (c) Keys;
Manuals.  To the extent in Seller’s possession, keys to all
entrance doors in the Improvements, properly tagged for identification, and all
operating manuals relating to operation of the equipment and systems which are
part of the Property.

     

    (d) Rent
Roll.  An updated certified copy of the Rent Roll current as of
a date no earlier than five (5) Working Days prior to the Closing.

     

    (e) Notices to
Tenants.  Notice to each of the tenants and any guarantors
under the Leases, notifying them of the sale of the Property and directing them
to pay all future rent as Buyer may direct.

     

    (f) Notices to Parties Under
Approved Contracts.  Notices to each of the parties (other than
Seller) under the Approved Contracts, notifying them of the sale of the Property
and directing them to address all matters relating to the Approved Contracts as
Buyer may direct.

     

    (g) Closing
Statement.  A duplicate counterpart of a closing statement (the
“Closing
Statement”) prepared by Escrow Holder, and signed by Seller, setting
forth all prorations and credits required hereunder, signed by
Seller.

     

    (h) Other
Documents.  Such additional documents and instruments as may
reasonably be requested by Buyer in order to effectuate the transactions
contemplated hereby.

     

    
      
        S-13

      

      
        
        

        
          

        

      

      
        
        

      

    

    B. Buyer’s Deliveries at
Closing.  On or prior to the Closing Date, Buyer shall deliver
to the Title Company the Purchase Price for the Property as provided in Section
1.  On or prior to the Closing Date, Buyer shall deliver to
Escrow Holder two (2) duly executed counterparts of the Assignment of Contracts,
the Assignment of Leases and the Closing Statement and such additional documents
and instruments as may reasonably be requested by Seller in order to effectuate
the transactions contemplated hereby.

     

    C. Escrow
Agreement.  This Agreement shall constitute both an agreement
between Buyer and Seller and escrow instructions for Escrow Holder and the Title
Company.  If Escrow Holder or the Title Company requires separate or
additional escrow instructions which it deems necessary for its protection,
Seller and Buyer hereby agree promptly upon request by Escrow Holder or Title
Company to execute and deliver to Escrow Holder or Title Company such separate
or additional standard escrow instructions of Escrow Holder or Title Company
(the “Additional
Instructions”).  In the event of any conflict or inconsistency
between this Agreement and the Additional Instructions, this Agreement shall
prevail and govern, and the Additional Instructions shall so
provide.  The Additional Instructions shall not modify or amend the
provisions of this Agreement unless otherwise agreed to in writing by Seller and
Buyer.

     

    D. Actions of Escrow
Holder.  On the Closing Date, provided Buyer and Seller have
satisfied (or waived in writing) the conditions set forth in this Agreement,
Escrow Holder or title Company shall take the following actions in the order
indicated below:

     

    (i) Record
the Deed in the Official Records of Santa Clara County, California;

     

    (ii) Deliver
to Buyer a conformed copy of the recorded Deed, the Bill of Sale, Closing
Certificate and FIRPTA Affidavit, and one fully executed original of the
Assignment of Leases and Assignment of Contracts;

     

    (iii) Title
Company shall deliver to Seller, in cash or current funds, all sums due Seller
pursuant to this Agreement and one original of the fully executed Assignment of
Leases and Assignment of Contracts;

     

    (iv) Cause the
Title Company to issue the Title Policy; and

     

    (v) Deliver
to Seller and Buyer a closing statement which has been certified by the Title
Company to be true and correct.

     

    E. Procedures Upon Failure of
Condition.  Except as otherwise expressly provided herein, if
any of the conditions set forth in this Agreement is not timely satisfied or
waived for a reason other than the default of Buyer or Seller in the performance
of their respective obligations under this Agreement:

     

    (i) This
Agreement, the escrow and the respective rights and obligations of Seller and
Buyer hereunder shall terminate;

     

    
      
        S-14

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) Escrow
Holder and Title Company shall promptly return to Buyer all funds of Buyer in
its possession, including the Deposit, and to Seller and Buyer all documents
deposited by them respectively, which are then held by Escrow Holder;
and

     

    (iii) Any
escrow cancellation and title charges shall be borne by Buyer.

     

    10. CLOSING
COSTS; PROPERTY COSTS.  Seller shall pay:  (A) all
recording fees for removal of encumbrances against the Property; (B) 50% of all
of the transfer taxes payable in connection with the transfer of the Property to
Buyer and the recording of the Deed; (C) 50% of the cost of the premium for the
CLTA portion of the Title Policy; (D) 50% all of the escrow fees and charges
owing to Escrow Holder; and (E) all of the Seller’s legal fees and expenses and
the cost of all opinions, certificates, instruments, documents and papers Seller
is required to deliver or to cause to be delivered hereunder and, without
limitation, the cost of all performances by Seller of its obligations hereunder.


     

    Buyer
shall pay:   (A) the cost of the premium for the ALTA portion of
the Title Policy; (B) 50% of all of the transfer taxes payable in connection
with the transfer of the Property to Buyer and the recording of the Deed; (C)
50% of the cost of the premium for the CLTA portion of the Title Policy; (D) 50%
all of the escrow fees and charges owing to Escrow Holder; (E) cost of updating
the Survey; and (F) all of Buyer’s legal fees and expenses and the cost of
preparing all documents and papers Buyer is required to deliver or to cause to
be delivered hereunder, and, without limitation, the cost of all performances by
Buyer of its obligations hereunder.

     

    All other closing costs shall be
allocated between Buyer and Seller in accordance with local custom.

     

    11. REMEDIES.

     

    A. Seller’s Sole
Remedy.  If the closing of this transaction fails to occur due
to Buyer’s default under this Agreement (all of the conditions to Buyer’s
obligations to close having been satisfied or waived), Seller’s sole and
exclusive remedy shall be to terminate the escrow and receive and retain the
Deposit in accordance with Section
11(B).

     

    B. LIQUIDATED DAMAGES ON
BUYER’S DEFAULT.  BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE
THAT, IN THE EVENT THE CLOSING FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE
CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED),
SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE
NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY
DIFFICULT TO ASCERTAIN.  IN ADDITION, BUYER WISHES TO HAVE A
LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT
THE CLOSING FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER
TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER
DEFAULT.  BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE
AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE
DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH BUYER
DEFAULT.  BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT
THE CLOSING FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT AND
CANCEL THE ESCROW BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, WHEREUPON ESCROW
HOLDER SHALL DELIVER THE DEPOSIT TO SELLER AND SELLER SHALL RECEIVE THE DEPOSIT
AS LIQUIDATED DAMAGES.  SUCH RETENTION OF THE DEPOSIT BY SELLER IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671,
1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO
CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION
3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR
PROVISION.  FOLLOWING TERMINATION OF THIS AGREEMENT, CANCELLATION OF
THE ESCROW AND THE DELIVERY TO AND RETENTION OF THE DEPOSIT BY SELLER AS
LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 11(B), ALL OF
THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER UNDER THIS AGREEMENT SHALL BE
TERMINATED.

     

    
      
        S-15

      

      
        
        

        
          

        

      

      
        
        

      

    

    BUYER AND
SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS
SECTION 11(B)
AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.

     

    
      	 
      	
              SELLER:
      ______________

              (Initials)

               

            
	
              BUYER:
      _______________

              (Initials)

            	
              SELLER:
      ______________

              (Initials)

               

            
	 
      	
              SELLER:
      ______________

              (Initials)

               

            


    

    


    C. Buyer’s
Remedies.  In the event of a default by Seller hereunder, the
entire Deposit shall immediately be returned to Buyer, Seller shall pay all
escrow cancellation and title charges and Buyer may, at its option, either (i)
terminate this Agreement and receive a refund of its actual, out of pocket due
diligence costs not to exceed Fifty Thousand Dollars ($50,000) or (ii)
specifically enforce the terms and conditions of this Agreement.  With
respect to any default by Seller prior to Closing, in no event shall Buyer be
entitled to sue Seller for damages or exercise any other right or remedy as a
result of any such breach or default, Buyer hereby waives any such rights or
remedies and agrees that the above remedies shall constitute Buyer's sole and
exclusive remedies as a result thereof.

     

    12. SELLER’S
REPRESENTATIONS AND WARRANTIES.  As a material inducement to
the execution and delivery of this Agreement by Buyer and the performance by
Buyer of its duties and obligations hereunder, Seller does hereby acknowledge,
warrant, represent and agree to and with Buyer that as of the Effective Date and
as of the Closing Date:

     

    
      
        S-16

      

      
        
        

        
          

        

      

      
        
        

      

    

    A. Compliance With
Laws.  Except as disclosed on Exhibit J, Seller has
received no written notice of, and, to Seller's knowledge, there is no material
violation or alleged material violation of any legal requirement which would
materially affect the Property, including, without limitation, any material
violation or alleged material violation of any local, state or federal
environmental, zoning, handicap or fire law, ordinance, code, regulation, rule
or order, and specifically including, without limitation, variances or special
permits affecting the Property and the Americans With Disabilities
Act.

     

    B. Litigation.  Except
as disclosed on Exhibit J, Seller has
not received written notice of any pending or to Seller’s knowledge threatened
litigation or governmental proceeding affecting Seller, or the Property, that
relates to the Property, the validity or enforceability of this Agreement or any
instrument or document to be delivered by Seller in connection with the
transactions contemplated hereby.

     

    C. Governmental
Actions.  Except as disclosed on Exhibit J, there are
no pending, and Seller has received no written notice of any threatened or
proposed (i) proceeding or governmental action to modify the zoning
classification of, or to condemn, or purchase in lieu thereof, all or any part
of the Property; (ii) reassessment or special assessments or penalties or
interest with respect to real estate taxes or any other assessments applicable
to the Property, other than any reassessment that may result solely from the
sale of the Property to Buyer; or(iii) proceeding before any court or
administrative agency, the adverse resolution of which would have a materially
adverse effect on the value or operations of the Property.

     

    D. Due
Authorization.  Seller(s) are the duly appointed trustees of a
trust organized and validly existing, under the laws of the State of
California.  Each Seller has full power to execute, deliver and carry
out the terms and provisions of this Agreement and each of the other agreements,
instruments and documents herein required to be made or delivered by Seller
pursuant hereto, and has taken all necessary action in connection with the
execution, delivery and performance of this Agreement and such other agreements,
instruments and documents.  The individuals executing this Agreement
and all other agreements, instruments and documents herein required to be made
or delivered by Seller pursuant hereto on behalf of Seller are and shall be duly
authorized to sign the same on Seller’s behalf and to bind Seller
thereto.

     

    E. Enforceability.  This
Agreement has been, and each and all of the other agreements, instruments and
documents herein required to be made or delivered by Seller pursuant hereto have
been, or on the Closing Date will have been, executed by Seller and when so
executed, are and shall be, to the best of Seller’s knowledge, legal, valid, and
binding obligations of Seller enforceable against Seller in accordance with
their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting the rights of
creditors generally and, as to enforceability, the general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

     

    F. No
Conflict.  The execution and delivery of, and consummation of
the transactions contemplated by, this Agreement by Seller are not prohibited
by, and will not conflict with, constitute grounds for termination of, or result
in the breach of any agreement or instrument to which Seller is now a party or
by which it or the Property is bound, or, to the best of Seller’s knowledge, any
order, rule or regulation of any court or other governmental agency or
official.

     

    
      
        S-17

      

      
        
        

        
          

        

      

      
        
        

      

    

    G. Environmental
Matters.  Seller has received no written notice of any present,
pending or threatened actions or proceedings by any governmental agency or any
other entity regarding public health risks or the environmental condition of the
Property, or the disposal or presence of Hazardous Materials on the Property, or
regarding any violation of Environmental Law at the Property (collectively,
“Environmental
Actions”); and (ii) to Seller’s knowledge, Seller has provided Buyer all
documents that are material to the environmental condition of the Property in
Seller’s possession or control.

     

    The term
“Environmental
Laws” means all federal, state or local laws, ordinances, requirements
and regulations (including consent decrees and administrative orders) relating
to health, safety, industrial hygiene, waste disposal, or the protection of the
environment, including, without limitation: the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the federal
Superfund Amendments and Reauthorization Act of 1986, the federal Resource
Conservation and Recovery Act of 1976, the federal Clean Air Act, the federal
Water Pollution Control Act and federal Clean Water Act of 1977, the federal
Insecticide, Fungicide and Rodenticide Act, the federal Pesticide Act of 1978,
the federal Toxic Substances Control Act, the federal Safe Drinking Water Act,
the federal Hazardous Materials Transportation Act, and all amendments thereto
and regulations adopted and publications promulgated pursuant
thereto.  The term “Hazardous Materials”
includes oil and petroleum products, asbestos, polychlorinated biphenyls, radon
and urea formaldehyde, and all other materials classified as hazardous or toxic
under any Environmental Law.  The term “Excluded Materials”
means (a) ordinary office supplies, (b) household cleaning supplies and (c) the
materials used by the tenants of the Property as of the date hereof in the
ordinary course of their business at the Property, in each case only so long as
the presence and use thereof does not violate any Environmental Law and so long
as such use is in accordance with the terms of the applicable
Lease.

     

    In
addition to the foregoing, Seller agrees (to the extent expressly permitted by
the terms of any Environmental Insurance carried by Seller in connection with
the Property) Seller shall assign to Buyer to right to receive proceeds under
any such Environmental Policy in a manner as may be permitted by the carrier
thereof.

     

    H. Leases.  The
tenant listed in the Rent Roll is the only tenant occupying the Property through
Seller, and to Seller's knowledge there are no other leases, tenancies or other
arrangements under which any other party has a right to occupy all or any part
of the Property.  A copy of all Leases, and all amendments thereto and
guaranties thereof, if any, have been furnished by Seller to Buyer and the
copies so provided are true, correct and complete.  The Leases have
not been amended, modified or terminated except for any amendments delivered to
Buyer pursuant to the preceding sentence.  No tenant under any of the
Leases has any renewal or expansion options except as set forth in the Leases
and no tenant has any purchase options, rights of first offer or first refusal
or any other options applicable to the Property or any part
thereof.  No tenant possess any credit, offset or claim against its
obligation to pay rent, by reason of prepayment or otherwise, subject, however,
to each tenant’s rights with respect to its security deposit.  The
Leases are presently in full force and effect and there are no defaults, nor
have any events occurred which, with the passage of time or giving of notice, or
both, would constitute defaults, by Seller thereunder; and, to Seller’s
knowledge, there are no defaults, nor have any events occurred which, with the
passage of time or giving of notice, or both, would constitute defaults, by any
tenant thereunder.  Seller has not received any notice from any tenant
asserting a claim, default or right to set-off rent by reason of the landlord’s
failure to perform its obligations pursuant to the Leases nor any notice
asserting a claim by any tenant to a right to abate rent.

     

    
      
        S-18

      

      
        
        

        
          

        

      

      
        
        

      

    

    For purposes of this Agreement and any
document delivered at Closing, whenever the phrase "to Seller's knowledge," or
the "knowledge" of any Seller or words of similar import are used, they shall be
deemed to refer to facts within the actual knowledge only of Lowell “Bob” Bridge
and no others, at the times indicated only, without duty of inquiry
whatsoever.  Buyer acknowledges that the individuals named above are
named solely for the purpose of defining and narrowing the scope of Seller's
knowledge and not for the purpose of imposing any liability on or creating any
duties running from such individuals to Buyer.  Buyer covenants that
it will bring no action of any kind against such individuals, any shareholder,
manager, officer partner or member of Seller, as applicable,
or  related to or arising out of these representations and
warranties.

     

    13. BUYER’S
REPRESENTATIONS AND WARRANTIES.  As a material inducement to
the execution and delivery of this Agreement by Seller and the performance by
Seller of its duties and obligations hereunder, Buyer does hereby acknowledge,
warrant, represent and agree to and with Seller that as of the Effective Date
and as of the Closing Date:

     

    A. Due
Authorization.  Buyer is a limited liability company organized,
validly existing and in good standing under the laws of the State of
Delaware.  Buyer has full power to execute, deliver and carry out the
terms and provisions of this Agreement and each of the other agreements,
instruments and documents herein required to be made or delivered by Buyer
pursuant hereto, and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement and such other agreements,
instruments and documents.  The individuals executing this Agreement
and all other agreements, instruments and documents herein required to be made
or delivered by Buyer pursuant hereto on behalf of Buyer are and shall be duly
authorized to sign the same on Buyer’s behalf and to bind Buyer
thereto.

     

    B. Enforceability.  This
Agreement has been, and each and all of the other agreements, instruments and
documents herein required to be made or delivered by Buyer pursuant hereto have
been, or on the Closing Date will have been, executed by Buyer or on behalf of
Buyer, and when so executed, are and shall be, to the best of each Seller’s
actual knowledge, legal, valid, and binding obligations of Buyer enforceable
against Buyer in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting the rights of creditors generally and, as to enforceability, the
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

     

    C. No
Conflict.  The execution and delivery of, and consummation of
the transactions contemplated by, this Agreement by Buyer are not prohibited by,
and will not conflict with, constitute grounds for termination of, or result in
the breach of any agreement or instrument to which Buyer is now a party or by
which it is bound, or any order, rule or regulation of any court or other
governmental agency or official, which prohibition or conflict would have an
adverse effect on Buyer’s ability to perform its obligations under this
Agreement or the documents to be executed by Buyer in connection with this
Agreement.

     

    
      
        S-19

      

      
        
        

        
          

        

      

      
        
        

      

    

    14. BUYER'S
INDEPENDENT INVESTIGATION.

     

    A. Buyer has
been given, or will be given before the end of the Contingency Period, a full
opportunity to inspect and investigate each and every aspect of the Property,
either independently or through agents of Buyer's choosing, including, without
limitation:

     

    (i) All
matters relating to title, together with all governmental and other legal
requirements such as taxes, assessments, zoning, use permit requirements, and
building codes;

     

    (ii) The
physical condition and aspects of the Property, including, without limitation,
the interior, the exterior, the square footage within the improvements on the
Real Property and within each tenant space therein, the structure, the paving,
the utilities, and all other physical and functional aspects of the Property,
including, without limitation, an examination for the presence or absence of
Hazardous Materials, which shall be performed or arranged by Buyer at Buyer's
sole expense;

     

    (iii) Any
easements and/or access rights affecting the Property;

     

    (iv) The
Leases and all matters in connection therewith, including, without limitation,
the ability of the Tenants to pay rent;

     

    (v) The
Contracts, the Licenses and Permits, the Commission Agreements and any other
documents or agreements of significance affecting the Property; and

     

    (vi) All other
matters of material significance affecting the Property or delivered to Buyer by
Seller in accordance with this Agreement, or which Buyer otherwise reasonably
considers to be relevant to the acquisition of the Property.

     

    THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER, THIS AGREEMENT REFLECTS
THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER SHALL CONDUCT ITS OWN
INDEPENDENT EXAMINATION OF THE PROPERTY.  EXCEPT  AS
EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE DOCUMENTS DELIVERED AT CLOSING,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, AND BUYER HEREBY ACKNOWLEDGES
THAT NO REPRESENTATIONS HAVE BEEN MADE.  EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT AND THE DOCUMENTS DELIVERED AT CLOSING, SELLER SPECIFICALLY
DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION,
WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND NO WARRANTIES OR REPRESENTATIONS
OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR
RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE,
REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE 

     

    
      
        S-20

      

      
        
        

        
          

        

      

      
        
        

      

      PROPERTY, OR ANY PORTION THEREOF,
INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF BUYER UNDER APPROPRIATE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (E) ANY CLAIM BY BUYER FOR
DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, WITH
RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (F) THE FINANCIAL
CONDITION OR PROSPECTS OF THE PROPERTY AND (G) THE COMPLIANCE OR LACK
THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS,
IT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED AT THE CLOSING, THE
PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND
STATE OF REPAIR, "AS IS" AND "WHERE IS", WITH ALL FAULTS.  BUYER
REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF
REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF
BUYER'S CONSULTANTS IN PURCHASING THE PROPERTY.  EXCEPT FOR SELLER’S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, BUYER ACKNOWLEDGES
AND AGREES THAT IT WILL HAVE THE OPPORTUNITY TO CONDUCT SUCH INSPECTIONS,
INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND RELATED
MATTERS, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, DURING THE DUE DILIGENCE PERIOD AND WILL RELY UPON SAME AND NOT UPON
ANY STATEMENTS OF SELLER OR OF ANY MEMBER, MANAGER, OFFICER, DIRECTOR, AGENT OR
ATTORNEY OF SELLER.  BUYER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED
BY BUYER WILL BE OBTAINED FROM A VARIETY OF SOURCES AND SELLER WILL NOT BE
DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, ADEQUACY, TRUTH OR
ACCURACY OF ANY OF THE DUE DILIGENCE ITEMS OR OTHER SUCH INFORMATION HERETOFORE
OR HEREAFTER FURNISHED TO BUYER.  UPON CLOSING, BUYER WILL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND
INVESTIGATIONS.  BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING,
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER WILL SELL AND
CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY, "AS IS, WHERE IS," WITH ALL
FAULTS.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
PROPERTY, BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY.  SELLER
IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR 

       

      
        
          S-21

        

        
          
          

          
            

          

        

        
          
          

        

      

      INFORMATION PERTAINING TO THE
PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO
HEREIN.  BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS
IS, WHERE IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER
ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY.  BUYER, WITH
BUYER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN
THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT
THEREOF.  BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER
AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT
SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE
PRICE WITHOUT THE DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS
AGREEMENT.  THE TERMS AND CONDITIONS OF THIS PARAGRAPH WILL EXPRESSLY
SURVIVE THE CLOSING, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS
AND WILL BE INCORPORATED INTO THE DEED.

    

     

    B. Buyer's Release of
Seller.

     

    (i) Seller Released From
Liability.  Except for claims against Seller based (i) upon a
breach of any representation or warranty made by Seller in this Agreement or any
of the documents delivered by Seller at Closing, (ii) upon any obligations or
liabilities of Seller under this Agreement or any of the documents delivered by
Seller at Closing, or (iii) fraud by Seller in connection with this Agreement,
Seller is hereby released from all responsibility and liability to Buyer
regarding the condition (including the presence in the soil, air, structures and
surface and subsurface waters, of Hazardous Materials or substances that have
been or may in the future be determined to be toxic, hazardous, undesirable or
subject to regulation and that may need to be specially treated, handled and/or
removed from the Property under current or future federal, state and local laws,
regulations or guidelines), valuation, salability or utility of the Property, or
its suitability for any purpose whatsoever.  Buyer acknowledges that
it has inspected the Property, observed its physical characteristics and
existing conditions and had the opportunity to conduct such investigation and
study on and of said Property and adjacent areas as it deemed necessary, and
hereby waives any and all objections to or complaints (including but not limited
to actions based on federal, state or common law and any private right of action
under CERCLA, RCRA or any other state and federal law to which the Property is
or may be subject) regarding physical characteristics and existing conditions,
including without limitation structural and geologic conditions, subsurface soil
and water conditions and solid and hazardous waste and Hazardous Materials on,
under, adjacent to or otherwise affecting the Property.  In that
connection, Buyer, on behalf of itself, its successors, assigns and
successors-in-interest and such other persons and entities, waives the benefit
of California Civil Code Section 1542, which provides as
follows:

     

     

    "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor."

     

    
      
        S-22

      

      
        
        

        
          

        

      

      
        
        

      

    

    Buyer
further hereby assumes the risk of changes in applicable laws and regulations
relating to past, present and future environmental conditions on the Property,
and the risk that adverse physical characteristics and conditions, including
without limitation the presence of Hazardous Materials or other contaminants,
may not be revealed by its investigation.

     

    15. ACTIONS
AFTER THE EFFECTIVE DATE.  The parties covenant to do the
following through the Closing Date:

     

    A. Title.  From
and after the end of the Effective Date, Seller shall not make or permit any
changes to the Property or to the condition of title to the Property that would
change the Approved Title or the Approved Survey except with Buyer’s advance
written consent, which consent may not be unreasonably withheld.  In
this regard, Seller shall not sell, assign or create any right, title or
interest in the Property, or any part thereof, or create, or permit to exist,
any lien, encumbrance or charge thereon, without the prior consent of Buyer,
which consent may be withheld in Buyer’s sole discretion.

     

    B. Maintenance and Operation of
Property.  From and after the Effective Date, Seller shall
maintain existing insurance coverage in full force and effect, and shall operate
and maintain the Property in substantially the same manner as operated and
maintained as of the Effective Date, shall not delay or defer any repair or
maintenance item, and shall pay all bills and obligations arising from the
Property as payment becomes due.  Seller shall not make any material
alterations to or upon the Property, except with Buyer’s advance written
consent, which consent shall not be unreasonably withheld or
delayed.

     

    C. Leases and
Agreements.  From and after the Effective Date, Seller shall
not amend or terminate any of the Leases or any of the Approved Contracts, shall
not make any other agreement concerning the Property, including, without
limitation, any new leases of space in the Property, without Buyer’s advance
written consent, and shall perform all of its obligations under the Leases and
Approved Contracts.  At Closing, Buyer shall reimburse Seller for
leasing commissions and tenant improvement costs relating to any new lease
approved in writing by Buyer; provided, however, that Buyer approved all such
costs in writing at the time Buyer’s approval of such new lease was
obtained.

     

    D. Representations and
Warranties.  Each party shall use commercially reasonable
efforts to prevent any act or omission that would render any of its
representations and warranties herein untrue or misleading, and shall
immediately notify the other party if such act or omission occurs.

     

    E. Entry.  As
of the Effective Date, during normal business hours prior to the Closing, and
subject to the rights of tenants under the Leases, Buyer and its agents,
employees and contractors (collectively, “Permittees”) shall
have reasonable access to the Property at agreed upon times for agreed upon
purposes on at least forty-eight (48) hours prior notice to
Seller.  Seller shall make reasonable efforts to have an agent
available to accompany Buyer or any Permittees, and in all events Seller shall
have the right to have a representative present during any visits to or
inspections of the Property by Buyer or any Permittees.  Buyer will
conduct its Due Diligence in a manner which is not disruptive to Tenants or the
normal operation of the Property.  Buyer will not enter the Property
or contact any governmental or quasi-governmental entities, without Seller's
prior written consent, which consent shall not be unreasonably withheld or
delayed.  Neither Buyer nor any Permittees may contact any Tenants at
the Real Property or make any inquiries of such Tenants which in any way relate
to the Property or to Seller without Seller's prior written consent. In the
event Buyer desires to conduct any physically intrusive Due Diligence, such as
sampling of soils, other media, building materials, or the like, Buyer will
identify in writing exactly what procedures Buyer desires to perform and request
Seller's express written consent.  Upon receipt of Seller's written
consent, Buyer and all Permittees shall, in performing such Due Diligence,
comply with the agreed upon procedures and with any and all laws, ordinances,
rules, and regulations applicable to the Property and will not engage in any
activities which would violate any permit, license, or environmental law or
regulation.  Buyer and any Permittees
will:  (a) maintain comprehensive general liability (occurrence)
insurance in terms and amounts (at least $1,000,000) satisfactory to Seller
covering any accident arising in connection with the presence of Buyer or the
other Permittees on the Property or Improvements, and deliver a certificate of
insurance, which names the Seller and the Property Manager as additional
insureds thereunder verifying such coverage to Seller prior to entry upon the
Real Property or Improvements; (b) promptly pay when due the costs of all
entry and inspections and examinations done with regard to the Property; and
(c) restore the Property and Improvements to the condition in which the
same were found before any such entry upon the Property and inspection or
examination was undertaken.

     

    
      
        S-23

      

      
        
        

        
          

        

      

      
        
        

      

    

    In addition, Buyer shall defend,
indemnify, and hold harmless Seller, the Property and Seller's managers,
officers, partners, shareholders, trustees, beneficiaries, and members, as
applicable, from and against all losses, costs, damages, claims, and liabilities
(whether arising out of injury or death to persons or damage to the Property or
otherwise) including, but not limited to, costs of remediation, restoration and
other similar activities, mechanic's and materialmen's liens and attorneys'
fees, arising out of or in connection with Buyer's Due Diligence, Buyer's breach
of its obligations under Section 15 E. or Buyer's or any Permittee's entry upon
the Property, unless any of the same are caused solely by the gross negligence
or willful misconduct of Seller, Seller's managers, officers, partners,
shareholders, trustees, or members, as applicable.  The provisions of
this Section 15 E. shall survive the Closing or, if the purchase and sale
is not consummated, any termination of this Agreement and shall not be subject
to any survival limitation otherwise set forth in this Agreement.

     

    F. Applications.  Following
the Effective Date, Seller shall not make application to any governmental entity
for any Approvals or any change in the zoning, affecting the Real Property,
except in each case with Buyer’s advance written consent.

     

    16. DAMAGE TO
PROPERTY; TAKING.

     

    A. Taking.  If
the Property or any material part thereof is taken or is the subject of a notice
of taking by eminent domain prior to the Closing Date, Seller shall promptly
notify Buyer.  Within ten (10) Working Days after such notice, Buyer
shall give notice that it elects to (a) terminate this Agreement, in which event
Escrow Holder shall return the entire Deposit to Buyer and the parties shall
have no further obligations hereunder, or (b) proceed to Closing, in which event
Seller shall pay over and assign to Buyer all awards recovered or recoverable on
account of such taking.  If Buyer elects to proceed under clause (b)
above, Seller shall not compromise, settle, or adjust any claims to such awards
without Buyer’s prior written consent.

     

    
      
        S-24

      

      
        
        

        
          

        

      

      
        
        

      

    

    B. Damage.  Risk
of loss up to and including the Closing Date shall be borne by
Seller.  In the event of any material damage to or destruction of the
Property or any portion thereof, Buyer may, at its option, by notice to Seller
given within ten (10) Working Days after Seller notifies Buyer in writing of
such damage or destruction (and if necessary the Closing Date shall be extended,
but not beyond the Outside Closing Date, to give Buyer the full 10-day period to
make such election):  (i) terminate this Agreement, in which
event Escrow Holder shall return the entire Deposit to Buyer and the parties
shall have no further obligations hereunder (except the indemnity obligations of
each party, which shall survive indefinitely and any other obligations set forth
herein which expressly survive the termination of this Agreement), or
(ii) proceed under this Agreement with no adjustment of the Purchase Price,
receive any insurance proceeds (including any rent loss insurance applicable to
any period on and after the Closing Date) due Seller as a result of such damage
or destruction and assume responsibility for such repair, and Buyer shall
receive a credit at Closing for any deductible, uninsured or coinsured amount
under said insurance policies.  If Buyer elects (ii) above, Seller
will cooperate (at no material expense to Seller) with Buyer in obtaining the
insurance proceeds and such agreements from Seller’s insurers.  If the
Property is not materially damaged, then the parties shall proceed to Closing as
provided in clause (ii) above. “Material damage” and
“Materially
damaged” means damage reasonably exceeding $250,000, or that entitles any
tenant of the Property to terminate its lease, or which, in Buyer’s or Seller’s
reasonable estimation, will take longer than 180 days to repair.

     

    C. Waiver.  Failure
of Buyer to timely provide a notice of election in accordance with this Section 15, shall be
deemed an election by Buyer to terminate this Agreement.  Seller and
Buyer each expressly waive the provisions of California Civil Section 1662 and
hereby agree that the provisions of this Section 15 shall
govern the parties’ obligations in the event of any damage or destruction to the
Property or the taking of all or any part of the Real Property.

     

    17. SURVIVAL.  All
representations and warranties and indemnitees by the respective parties
contained herein are intended to and shall remain true and correct as of the
Closing, shall be deemed to be material, and shall survive the delivery of the
Deed and transfer of title for a period of six (6) months or such longer period
if specifically specified therefore.  Any covenants and conditions
herein that must be operative after delivery of the Deed to be effective shall
be so operative and shall not be deemed to have been merged in the
Deed.

     

    18. SUCCESSORS
AND ASSIGNS.  The terms, covenants and conditions herein
contained shall be binding upon and inure to the benefit of the successors and
assigns of the parties hereto.  This Agreement and all rights of Buyer
hereunder may be assigned or transferred by Buyer to any of its affiliates, in
which event all instruments, documents and agreements required to be delivered
to the Buyer hereunder shall be delivered to, and run for the benefit of such
entity, and such entity (rather than Buyer) shall execute and deliver any
instruments, documents or agreements required to be executed and delivered by
Buyer hereunder; provided, however, that in the event of any such assignment to
an affiliate, the original Buyer hereunder shall remain fully liable and
responsible for the performance of Buyer’s obligations, and for any indemnities
of Buyer hereunder.

     

    
      
        S-25

      

      
        
        

        
          

        

      

      
        
        

      

    

    19. NO THIRD
PARTY BENEFITS.  This Agreement is made for the sole benefit of
the Buyer and Seller and their respective successors and assigns, and no other
person shall have any right or remedy or other legal interest of any kind under
or by reason of this Agreement.

     

    20. COUNTERPARTS.  This
Agreement may be executed in multiple counterparts and shall be valid and
binding with the same force and effect as if all parties had executed the same
Agreement.

     

    21. ENTIRE
AGREEMENT.  This Agreement contains all of the covenants,
conditions and agreements between the parties and shall supersede all prior
correspondence, agreements and understandings, both verbal and
written.  The parties intend that this Agreement constitutes the
complete and exclusive statement of its terms and that no extrinsic evidence may
be introduced in any proceeding involving this Agreement.

     

    22. NOTICES.  All
notices required or permitted to be given pursuant to the terms hereof shall be
in writing and shall be delivered either by (a) certified mail, return receipt
requested, in which case notice shall be deemed delivered three (3) Working Days
after deposit, postage prepaid in the U.S. mail, (b) a reputable messenger
service or a nationally recognized overnight courier, in which case notice shall
be deemed delivered one (1) Working Day after deposit with such messenger or
courier, (c) facsimile or other telecopy transmission (followed with “hard copy”
sent by a nationally recognized overnight courier or mail as aforesaid), in
which case notice shall be deemed delivered when the facsimile or other telecopy
transmission is received (as evidenced by the sender’s electronic confirmation),
or (d) personal delivery with receipt acknowledged in writing, in which case
notice shall be deemed delivered when received. All such notices shall be
addressed to Buyer to the attention of Hossein Fateh at Buyer’s Address, with a
copy to Cooley Godward, One Freedom Square, Reston Town Center, 11951 Freedom
Drive, Reston, VA  20190-5601, Attn:  John Toole, Esq.,
Facsimile Number (703) 456-8100, to Seller at Seller’s Address, with a copy to
A. Nick Shamiyeh, Esq., Law Offices of A. Nick Shamiyeh, 2221 Olympic Boulevard,
Suite 100, Walnut Creek, CA  94595;
Telephone:  925-935-9401; Facsimile:  925-935-9407; and to
Escrow Holder at Escrow Holder’s Address.  The foregoing addresses may
be changed by written notice to the other party as provided herein.

     

    23. CONSTRUCTION
OF AGREEMENT.  In construing this Agreement, all headings and
titles are for the convenience of the parties only and shall not be considered a
part of this Agreement.  Whenever required by the context, the
singular shall include the plural and the masculine shall include the feminine
and vice versa.  This Agreement shall not be construed as if prepared
by one of the parties, but rather according to its fair meaning as a whole, as
if both parties had prepared it.  All Exhibits attached hereto are
incorporated in this Agreement by reference thereto.

     

    24. TIME.  Time
is of the essence of every provision herein contained.  Whenever the
date or deadline for any action to be taken is not a Working Day, the relevant
date or deadline shall be the next Working Day.

     

    
      
        S-26

      

      
        
        

        
          

        

      

      
        
        

      

    

    25. APPLICABLE
LAW.  This Agreement shall be governed by the internal laws of
the state in which the Real Property is located.

     

    26. NO ORAL
MODIFICATION OR WAIVER.  This Agreement may not be changed or
amended orally, but only by an agreement in writing.  No waiver shall
be effective hereunder unless given in writing, and waiver shall not be inferred
from any conduct of either party.

     

    27. MARKETING
OF PROPERTY.  Unless and until this Agreement is duly
terminated pursuant to the terms hereof, Seller shall not enter into any
negotiations, understandings or agreements with any party other than Buyer
relating to the sale, transfer or other disposition of the Property or any
portion thereof without a written disclosure and acknowledgement that such
negotiations, understandings or agreements are fully subordinate and subject to
the outcome of this Agreement (in other words, such negotiations, understandings
or agreements shall not be effective or binding unless this Agreement is validly
terminated in accordance with the provisions hereof) and Seller and the Broker
shall not offer the Property or any portion thereof for sale to any other party
without such written disclosure and acknowledgement.

     

    28. BROKERAGE
COMMISSION.  Buyer and Seller each represents and warrants to
the other that it has not dealt with any third party (other than Buyer's Broker)
in a manner which would obligate the other to pay any brokerage commission,
finder’s fee or other compensation due or payable with respect to the
transaction contemplated hereby other than a commission to be paid to Buyer's
Broker by Buyer at Closing, pursuant to a separate agreement.  Buyer
shall indemnify, defend, and hold Seller harmless from and against any losses,
damages, costs and expenses (including, but not limited to, attorneys’ fees and
costs) incurred by Seller by reason of any actual or alleged breach or
inaccuracy of the Buyer’s representations and warranties contained in this Section 28.  Seller
shall indemnify, defend, and hold Buyer harmless from and against any losses,
damages, costs and expenses (including, but not limited to, attorneys’ fees and
costs) incurred by Buyer by reason of any actual or alleged breach or inaccuracy
of Seller’s representations and warranties contained in this Section
28.  The provisions of this Section 28 shall
survive the Closing.

     

    29. INTENTIONALLY
DELETED.

     

    30. LIMITED
LIABILITY.  The
representations and warranties of Seller set forth in Section 12,
together with Seller's liability for any breach before Closing of any of
Seller's interim operating covenants under Section 15, will
survive the Closing for a period of six (6) months.  Buyer will not
have any right to bring any action against Seller as a result of any untruth or
inaccuracy of such representations and warranties, or any such breach, unless
and until the aggregate amount of all liability and losses arising out of any
such untruth or inaccuracy, or any such breach, exceeds $20,000.  In
addition, in no event will Seller's liability for all such breaches exceed, in
the aggregate, $100,000.  Seller shall have no liability with respect
to any of Seller's representations, warranties and covenants herein if, prior to
the Closing, Buyer has actual knowledge of any breach of a representation,
warranty or covenant of Seller herein, or Buyer obtains actual knowledge (from
whatever source, including, without limitation, any tenant estoppel
certificates, as a result of Buyer's Due Diligence or written disclosure by
Seller or Seller's agents and employees) that contradicts any of Seller's
representations and warranties herein, and Buyer nevertheless consummates the
transaction contemplated by this Agreement.  All other
representations, warranties, covenants and agreements made or undertaken by
Seller under this Agreement, unless otherwise specifically provided herein, will
not survive the Closing Date but will be merged into the Deed and other Closing
documents delivered at the Closing.  Notwithstanding the foregoing,
Seller acknowledges that potential post closing liability could exist with
respect to matters which survive the Closing or are contained in documents
delivered at Closing for the periods specified in this Agreement or
therein.

     

    


    
      
        S-27

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    31. CONFIDENTIALITY.  Prior to the
Closing Date, Seller and its representatives, legal counsel, engineers, and
other consultants, shall not disclose Buyer’s interest in the Property to any
third party without Buyer’s prior written consent, and Buyer shall not disclose
any other the terms of this Agreement except as necessary to its attorneys,
accountants, lenders or others related to the consummation of the transactions
contemplated hereunder, or except as required by Seller for compliance with
applicable laws or governmental regulations.

     

    32. LIKE-KIND
EXCHANGE.  Buyer and Seller
understand and acknowledge that a material inducement to the other party’s entry
into this Agreement is the right of each party (or constituent members of each
party) to structure the transaction contemplated by this Agreement so as to
qualify as a tax-free exchange of like-kind property in compliance with the
provisions of Section 1031 of the Internal Revenue Code (the “code”) (“Section
1031”).  Buyer and Seller agree to cooperate in all reasonable
respects (at no material out-of-pocket expense to the cooperating party) to
allow the other party (or constitute member) to structure the transaction
contemplated by this Agreement to effect a like-kind exchange in compliance with
the provisions of Section 1031 of the code and the Regulations promulgated
thereunder (the “Regulations”).  Accordingly, either party (or
constituent member) may enter into a written exchange agreement or assignment
agreement at any time prior to Closing with a “Qualified Intermediary” (as
defined in Section 1.1031(k)-1(g0(4)(iii) of the Regulations or an “Exchange
Accommodation Titleholder” (as defined in Revenue Procedure 2000-37) for the
assignment of the rights of that party under this Agreement to such “Qualified
Intermediary” or “Exchange Accommodation titleholder” (in either case, an
“Intermediary”).  An Intermediary shall be designated in writing by
the assigning party (the “Assigning Party”) to the other party (the “Other
Party”), and the Other Party hereby agrees that the Other Party shall sign and
deliver to the Assigning Party a written instrument (to be prepared by the
Assigning Party) solely acknowledging receipt of such written designation of the
Intermediary and of notice of such assignment of the right, title and interest
of the Assigning Party under this Agreement to the
Intermediary.  Notwithstanding any such assignment and assumption, the
Assigning Party shall not under any circumstances be released from its
obligations under this Agreement.

     

    


     

    [SIGNATURES
ON NEXT PAGE]

     

    


    
      
        S-28

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    IN
WITNESS WHEREOF, the parties hereto have executed one or more copies of this
Agreement as a sealed instrument the day and year first above
written.

     

    SELLER:                                           OWENS
MORTGAGE INVESTMENT FUND

     

    


     

    By: /s/ William C.
Owens

    Name: William C.
Owens

    Title: President, Owens Financial
Group, Inc.,

              General
Partner

    


    _________________________________

    


    


    


     

    
      	
               
      

            	
              BUYER:

            	
              DuPONT
      FABROS DEVELOPMENT LLC,

            


    

    
      	
               
      

            	
              a
      Delaware limited liability company

            


    

    


    


    By: /s/ Lammot J.
DuPont

    Name: Lammot J.
DuPont

    Title: Managing
Member

     

    


     

    [SIGNATURES
OF TITLE COMPANY AND ESCROW AGENT ON NEXT PAGE]

     


    
      
        
          
            	
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              TITLE

            


    

    
      	
               
      

            	
              COMPANY:

            	
              COMMERCIAL
      TITLE GROUP, INC.

            


    

    


    


    By: /s/ Barbara G.
Blitz

    Name: Barbara G.
Blitz

    Title: Vice
President

     

    


     

    


     

    


     

    
      	
               
      

            	
              ESCROW

            


    

    
      	
               
      

            	
              AGENT:

            	
              LANDAMERICA
      COMMERCIAL SERVICES

            


    

    


    


    


    By: /s/ Sherri
Keller

    Name: Sherri
Keller

    Title: Sr. Escrow
Officer

     

    


     

    


     

    


    



    
      
        
          
            	
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    EXHIBIT
A

     

    LEGAL DESCRIPTION OF THE
LAND

     

    That
certain 4.64 acres, two parcel tract of improved land including the building
thereon and all improvements known as (i) 556 Reed Street (1.23 acres) (Santa
Clara County APN# 230-04-002, and (ii) 1850 De La Cruz Boulevard (3.41 acres)
(Santa Clara County APN# 230-04-019), Santa Clara, California

     

    


    



    
      
        
          
            	
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    EXHIBIT
B

     

    DUE DILIGENCE
DOCUMENTS

     

    
      	
              1.  

            	
              A
      copy of the Seller’s full construction drawings and specifications for the
      Building and the improvements
therein;

            


    

     

    
      	
              2.  

            	
              A
      copy of Seller’s most recently completed “as-built” survey of the
      Property, showing replatted lot boundaries, access to the public and
      private streets, utility easements, designated wetlands, building
      dimensions, and building setbacks as specified in any recorded covenants
      or easements affecting the
property;

            


    

     

    
      	
              3.  

            	
              A
      copy of Seller’s title insurance policy, if one was obtained by Seller
      upon its purchase or refinance of the Property, together with copies of
      all Schedule “B” exception documents referenced therein, and of all
      recorded covenants or easement agreements and other agreements affecting
      or serving the property;

            


    

     

    
      	
              4.  

            	
              Copies
      of real estate tax bills for the last two (2) full calendar years and the
      proposed valuation for the current
year;

            


    

     

    
      	
              5.  

            	
              Copies
      of all reports (including internally prepared reports) in Seller’s
      possession regarding the structural or systemic condition of the Building,
      including the electrical, mechanical, life safety systems in the Building,
      ongoing and special maintenance issues at the Property, including any
      estimates for completed or contemplated physical repairs or modifications
      at the Property prepared by or for
Seller;

            


    

     

    
      	
              6.  

            	
              A
      copy of the Certificate of Occupancy for the Building and of any other
      certificates, permits or consents needed for the use and occupancy of the
      Building and of any zoning variances, rulings and opinions relating to the
      Property in Seller’s possession;

            


    

     

    
      	
              7.  

            	
              Copies
      of any notices of violations of law, regulations or orders in respect of
      the Property received by Seller, together with copies of any
      correspondence with respect
thereto;

            


    

     

    
      	
              8.  

            	
              Copies
      of all maintenance logs and records, service contracts and warranties for
      the Building, including the electrical, mechanical, and life safety
      systems in the Building;

            


    

     

    
      	
              9.  

            	
              Copies
      of all service and maintenance contracts in respect of the
      Property;

            


    

     

    
      	
              10.  

            	
              Copies
      of all agreements in respect of utilities, telecommunication services, and
      facilities serving the Property and of all invoices for utilities for the
      last two (2) full calendar years and the current
    year-to-date;

            


    

     

    
      	
              11.  

            	
              Copies
      of the operating expense reports for the Property for the last two (2)
      full calendar years and the current
  year-to-date;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              12.  

            	
              Copies
      of applicable zoning ordinances (or appropriate excerpts therefrom)
      showing the allowable uses and compliance requirements for the Property,
      including copies of any special use permits issued for the
      Property;

            


    

     

    
      	
              13.  

            	
              A
      description of any pending or threatened litigation affecting the
      Property; together with any assessments or reports prepared by or for
      Seller with respect thereto;

            


    

     

    
      	
              14.  

            	
              A
      list of any hazardous materials at the Property together with copies of
      all environmental reports regarding the Property or any adjacent areas in
      Seller’s possession or in the possession or any consultants retained by
      Seller.  In addition, Seller’s Environmental Consultant, Bruce
      Rucker of Stellar Environmental, shall be made available to discuss and
      share all environmental information on the property with Buyer’s
      Environmental Consultant;

            


    

     

    
      	
              15.  

            	
              Copies
      of any reports regarding flood plains, soil conditions or other physical
      conditions in respect of the Property or areas adjacent thereto in
      Seller’s possession or in the possession of any such
      consultants;

            


    

     

    
      	
              16.  

            	
              Copies
      of any ad valorem tax abatements agreements regarding the
      Property;

            


    

     

    
      	
              17.  

            	
              Copies
      of all pending and existing leases and other agreements with occupants of
      the Building together with and complete copies of all tenant files,
      including tenant correspondence, complaints, service requests, credit
      reports or other contents thereof;

            


    

     

    
      	
              18.  

            	
              An
      itemized list of any personal property to be included in the sale;
      and

            


    

     

    
      	
              19.  

            	
              Any
      historical evaluation reports of the Property, including that certain
      report dated April 2001.

            


    

     

    



    
      
        
          
            	
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    EXHIBIT
C

     

    FORM OF TENANT ESTOPPEL
CERTIFICATE

     

    ___________,
2007

     

    DuPont
Fabros Development LLC

    1212 New
York Avenue, Suite 900

    Washington,
D.C.  20005

    


    
      	
               
      

            	
              Re:

            	
              [Description
      of Lease]

            


    

     

    Ladies
and Gentlemen:

     

    The
undersigned, as Lessee, has been advised that the above described Lease may be
assigned to you or your successors and assigns (“Purchaser”) in connection with
the proposed sale of the Project and, as an inducement therefor, we hereby
certify to Purchaser and any prospective encumbrancers of the Project the
following:

     

    1. Lessee is
the tenant under the Lease and has unconditionally accepted possession of and
now occupies the Premises pursuant to the terms of the Lease.  The
Lease is in full force and effect and is the valid and binding obligation of
Lessee.

     

    2. All
improvements, alterations and space required to be furnished according to the
Lease have been completed to the satisfaction of Lessee, all sums required to be
paid by Lessor to Lessee in connection with the improvements (including, without
limitation, any tenant allowance or rebate) have been paid in full, and all
other conditions precedent to the commencement of the term of the Lease have
been satisfied.  The Premises comply with all warranties made by
Lessor in the Lease.

     

    3. As of the
date hereof, Lessor has performed all of its obligations under the Lease and
neither Lessee nor, to the best of Lessee’s knowledge, Lessor, is currently in
default under the Lease and, to the best of Lessee’s knowledge, no event has
occurred which with the giving of notice or passage of time would constitute
such a default.

     

    4. There
have been no representations or promises made by Lessor to Lessee except as set
forth in the Lease, and the Lease has not been modified, altered or amended (in
writing or orally) except as provided above.

     

    5. As of the
date hereof, there are no off-sets, defenses, counterclaims or credits against
rentals, nor have rentals been prepaid for more than one month in
advance.  Lessor has not agreed to assume the obligations of Lessee
under any other lease in connection with Lessee entering into the
Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6. The Lease
commenced on ______.  The Lease term expires on ___________, and there
are no renewal or expansion options except as follows:
___________________.  Lessee has no purchase options or rights of
first refusal under the Lease with respect to the Project. Lessee has no
cancellation rights (except with respect to Lessor’s default) under the Lease
except as follows: ________________________.

     

    7. Lessee is
the legal and equitable owner and holder of the leasehold interest in the Lease
and Lessee has not assigned, transferred or encumbered its interest under the
Lease nor has Lessee sublet all or any portion of the Premises.

     

    8. As of the
date hereof, all rental and other payments due under the Lease are current and
the next rental payment is due on ________, 2007 in the amount of $_________.
There is no free rental, rebates or other concessions due to Lessee under the
Lease.

     

    9. Additional
rent for operating, maintenance, repair expenses, property taxes and assessments
and other such expenses and charges (collectively, the “Operating Expenses”) is
payable as provided in the Lease and has been paid in accordance with Landlord’s
rendered bills through _________.  Operating Expenses include a
management fee payable to Landlord or its manager. Tenant is required to pay
____% of all Operating Expenses.  The next payment of Operating
Expenses is due on ________, 2007 in the amount of $___________ for the month of
________, 2007.

     

    10. Lessor
holds a security deposit pursuant to the Lease in the amount of
$_________

     

    11. There are
no pending, or to Lessee’s best knowledge threatened, actions, voluntary or
involuntary, against Lessee under federal or state bankruptcy or insolvency
laws, except for:________________________.

     

    12. Lessee
agrees to attorn and to recognize Purchaser as Lessor under the Lease upon the
closing of the sale of the Project to Purchaser.

     

    13. This
letter shall inure to Purchaser’s benefit and to the benefit of Purchaser’s
successors and assigns and shall be binding upon Lessee and Lessee’s heirs,
personal representatives, successors and assigns.

     

    14. The
undersigned individual executing this letter on behalf of Lessee represents and
warrants that he or she is duly authorized to execute and deliver this letter on
Lessee’s behalf.

     

    15. The
address for notices to Lessee under the Lease is as follows:

     

    
 

     

    The above
statements are made with the understanding that Purchaser will rely on them in
connection with the above-mentioned acquisition.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Very
truly yours,

     

    


     

    


     

    


     


    
      
        
          
            	
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    EXHIBIT
D

     

    GRANT
DEED

     

    RECORDING
REQUESTED BY AND:

     

    WHEN
RECORDED MAIL TO:

     

    Cooley
Godward Kronish LLP

    Reston
Town Center

    11951
Freedom Drive

    Los
Angeles, California  90071

    Attn:  John
H. Toole, Esq.

    


    MAIL
TAX STATEMENTS TO:

     

    


     

    
       (Space
Above Line For Recorder’s Use Only)

       

      


    

    GRANT
DEED

     

    The
undersigned Grantor declares that documentary transfer tax is not shown pursuant
to Section 11932 of the Revenue and Taxation Code, as amended.

     

    W
I T N E S S E T H:

     

    THAT
____________________________ (“Grantor”), for the sum of
$10.00 and other good and valuable consideration paid to Grantor by Grantee
named below, the receipt of which is hereby acknowledged, does by these presents
GRANT to
___________________, a ________________ (“Grantee”), the lots, tracts,
or parcels of land lying, being, and situated in _______________ County,
California, more particularly described in Exhibit A
attached hereto and incorporated herein by reference, together with all of
Grantor’s right, title and interest in and to buildings, structures, and
improvements affixed thereto (the “Property”).

     

    TO HAVE
AND TO HOLD the Property with all rights, privileges, appurtenances, and
immunities thereto belonging or in any way appertaining unto the said Grantee
and unto Grantee’s successors and assigns forever.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Grant Deed as of _______ ___,
2007.

     

    


    


    


    



    
      
        
          
            	
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    STATE OF
CALIFORNIA                                                                )

     

    ) ss.

     

    COUNTY
OF                                                      )

     

    On
________________, 2007, before me, ___________________________, a Notary Public,
personally appeared _______________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

     

    WITNESS
my hand and official seal.

     

    


     

    Notary
Public

     

    [Affix
Notarial Seal]

     

    



    
      
        
          
            	
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    Exhibit
A

     

    LEGAL DESCRIPTION OF THE
LAND

     

    


     

    



    
      
        
          
            	
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    Exhibit
B

     

    PERMITTED
EXCEPTIONS

     

    [Attached]

     

    



    
      
        
          
            	
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    STATEMENT OF DOCUMENTARY
TRANSFER TAX

     

    _________,
2007

     

    Recorder’s
Office of

     

    ________
County, California

     

    In
accordance with Section 11932 of the California Revenue and Taxation Code,
the undersigned hereby requests that this statement of documentary transfer tax
not be recorded with the attached Grant Deed (the “Deed”) but be affixed to the
Deed after recordation and be returned as directed on the Deed.  The
Deed names_____________, as grantee.  The property that is the subject
of the Deed is located in the City of _____________, County of ___________,
State of California.

     

    The
documentary transfer tax amount, for the attached Deed is $________ computed on
the full value of the property less any encumbrances remaining on the
property.

     

    


     

    


     

    


     

    



    
      
        
          
            	
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    EXHIBIT
E

     

    BILL OF SALE AND
ASSIGNMENT

     

    FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, effective as of the Closing Date, ________________________________
(“Seller”), does hereby
bargain, sell, grant, assign, transfer, set over and deliver unto
_______________  (“Buyer”), without
representation or warranty of any kind or nature, all of Seller’s right, title
and interest in and to all of the Personal Property and the Intangible
Property.

     

    Seller
shall, at any time and from time to time, upon the request of Buyer, execute,
acknowledge and deliver all such further acts, deeds, assignments, transfers,
conveyances and assurances, and take all such further actions, as shall be
necessary or desirable to give effect to the transactions hereby consummated and
to collect and reduce to the possession of Buyer any and all of the interests
and assets hereby transferred to Buyer.

     

    As used
herein, all initially capitalized terms not defined herein shall have the
meanings assigned to such terms in that certain Purchase and Sale Agreement and
Escrow Instructions dated as of _____________, between Buyer and Seller (the
“Purchase
Agreement”).

     

    IN
WITNESS WHEREOF, Seller has executed this Bill of Sale and Assignment as of
Closing Date.

     

    


     

    


     

    


     

    



    
      
        
          
            	
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    EXHIBIT
F

     

    ASSIGNMENT AND ASSUMPTION OF
LEASES

     

    FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, effective as of the Closing Date (as hereinafter defined),
__________________ (“Assignor”), does hereby
assign, sell, transfer, set over and deliver to ___________ (“Assignee”), all of the
landlord’s right, title and interest in and to the leases more particularly
described on Exhibit
A attached hereto and incorporated herein, all of which are in full force
and effect (the “Leases”), together with all
guaranties of the Leases and all unapplied security deposits, prepaid rentals,
unapplied cleaning fees and other unapplied deposits paid or deposited by any
tenant thereunder to Assignor, as landlord, or any other person on Assignor’s
behalf pursuant to the Leases (together with any interest which has accrued for
the account of the respective tenant).  The Leases affect the real
property described on Exhibit B attached
hereto and made a part hereof (the “Real Property”).

     

    Assignee
hereby accepts the foregoing assignment and assumes and agrees to perform and
observe all of the obligations, covenants, terms and conditions to be performed
or observed by Assignor under the Leases arising from and after the Closing
Date.

     

    Assignor
hereby acknowledges that Assignor has retained, and Assignee shall not assume,
have any right under, or be responsible for, any of the obligations, covenants,
terms and conditions of the Leases, with respect to obligations to be performed
or observed by the landlord thereunder arising at any time prior to the Closing
Date or rights accruing to landlord prior to the Closing Date.

     

    With
respect to any claim asserted for a period of six (6) months following the
delivery of this Assignment, Assignor hereby agrees to protect, defend,
indemnify Assignee and its successors, assigns, affiliates, directors, officers,
employees and partners of any of them, and hold each of them harmless from any
and all claims, liabilities, damages, and penalties and any and all loss, cost,
or expense (including, without limitation, reasonable attorneys’ fees and costs
and court costs) incurred by Assignee incident to, resulting from, or in any way
arising out of any failure by Assignor to perform and observe the obligations,
covenants, terms and conditions retained by Assignor
hereunder.  Assignee hereby agrees to protect, defend, indemnify
Assignor and its successors, assigns, affiliates, directors, officers,
employees, members, trustees, beneficiaries, and partners of any of them and
hold each of them harmless from any and all claims, liabilities, damages, and
penalties and any and all loss, costs, or expense (including, without
limitation, reasonable attorneys’ fees and costs and court costs) incurred by
the Assignor incident to, resulting from, or in any way arising out of any
failure by Assignee to perform and observe the obligations, covenants, terms and
conditions assumed by Assignee hereunder; provided, however, that to the extent
Assignor has delivered tenant security deposits to Assignee and complied with
applicable California law, Assignor shall have no further liability for the
return of such delivered tenant security deposits.  Each of the
parties hereto further agrees, upon notice from the other, to contest any
demand, claim, suit, or action against which each party has hereinabove agreed
to indemnify and hold the other and all such other parties harmless, and to
defend any action that may be brought in connection with any such demand, claim,
suit, or action, or with respect to which each party has hereinabove agreed to
hold the other and all such other parties harmless, and to bear all costs and
expenses of such contest and defense.  The indemnities set forth
herein shall be deemed to be material and shall survive the Closing
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Assignor
and Assignee shall, at any time and from time to time, upon the reasonable
request of the other, execute, acknowledge and deliver all such further acts,
deeds, assignments, transfers, conveyances, powers of attorney and assurances,
and take all such further actions, as shall be necessary or desirable to give
effect to the transactions hereby consummated and to collect and reduce to the
possession of Assignee any and all of the interests and assets hereby
transferred to Assignee.

     

    As used
herein, “Closing Date”
shall have the meaning assigned to that term in that certain Purchase and Sale
Agreement and Escrow Instructions dated as of ______________, between Assignor
and Assignee.

     

    This
Assignment and Assumption of Leases may be executed in counterparts with the
same effect as if all parties hereto had executed the same
document.  All counterparts shall be construed together and shall
constitute a single Assignment and Assumption of Leases.

     

    


     

    



    
      
        
          
            	
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    IN
WITNESS WHEREOF, this Assignment and Assumption of Leases has been executed by
Assignor and Assignee and is effective as of the Closing Date.

     

    
      	
              ASSIGNOR:

            	
              ASSIGNEE:

            
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          
            	
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    Exhibit
A

     

    Leases

     

    



    
      
        
          
            	
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    Exhibit
B

     

    Legal
Description

     

    


     

    



    
      
        
          
            	
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    EXHIBIT
G

     

    ASSIGNMENT AND ASSUMPTION OF
CONTRACTS

     

    [NONE.]

     


    
      
        
          
            	
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    EXHIBIT
H

     

    SELLER'S
AFFIDAVIT

     

    


     

    


    Title
order No. __________

    


    The
undersigned hereby certifies as follows:

    


    
      	
              1.

            	
              To
      the actual knowledge of the undersigned, there are no unrecorded leases or
      agreements affecting the premises, or other parties in possession, except
      as shown on attached Exhibit A; the
      leases contain no options to purchase or rights of first offer to purchase
      the premises.

            


    

    


    (Exhibit A attached __X__
Yes     _____ No)

    


    
      	
              2.

            	
              To
      the actual knowledge of the undersigned, there has not been any
      construction, repairs, alterations or improvements made, ordered or
      contracted to be made on or to the premises, nor materials ordered
      therefor within the last six months which has not been paid for; nor are
      there any fixtures attached to the premises which have not been paid for
      in full; that there are no outstanding or disputed claims for any such
      work or item; and that there have not been any improvements erected upon
      the property during the current year subject to any taxes for the current
      year which may hereafter be assessed or levied by virtue of new
      construction completed or partially completed during the current year
      except as shown on attached Exhibit
      B.

            


    

    


    (Exhibit B attached _____
Yes     ___X__ No)

    


    This
affidavit is made for the purpose of aiding Commonwealth Title Insurance Company
in determining the insurability of title to the property, and to induce said
Company to issue its policies of title insurance on or about the date
hereof.

    


    EXECUTED
this _____ day of __________, 2007

    


    


    _________________________

    


    Address:

    Phone:

    


     

    


     


    
      
        
          
            	
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    EXHIBIT
I

     

    FIRPTA
AFFIDAVIT

     

    THE STATE
OF
CALIFORNIA                                                                           §

     

    §

     

    COUNTY OF
__________________                                                                           §

     

    Section
1445 of the Internal Revenue Code and Sections 18662, 18668 and 18669 of the
California Revenue and Taxation Code provide that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign
person.  To inform _________________ (“Transferee”), that withholding
of tax is not required upon the disposition of a U.S. real property interest by
________________________________ (“Transferor”), the undersigned
hereby certifies as follows:

     

    
      	
               
      

            	
              1.

            	
              Transferor
      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 the California Revenue and Taxation
      Code);

            


    

     

    
      	
               
      

            	
              2.

            	
              Transferor’s
      U.S. employer identification number is
    ____________________;

            


    

     

    
      	
               
      

            	
              3.

            	
              Transferor’s
      office address is
  _______________________________________.

            


    

     

    Transferor
understands that this certification may be disclosed to the Internal Revenue
Service and the California Franchise Tax Board by the Transferee and that any
false statement contained herein could be punished by fine, imprisonment, or
both.

     

    Under
penalties of perjury, the undersigned, in the capacity set forth below, hereby
declares that it has examined this certification and to the best of its
knowledge and belief it is true, correct, and complete, and the undersigned
further declares that it has authority to sign this document in such
capacity.

     

    EXECUTED
to be effective as of the ____ day of ______, 2007.

     

    


     

    


     

    


     


    
      
        
          
            	
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    EXHIBIT
J

     

    DISCLOSURE
ITEMS

     


    
      
        
          
            	
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