EBS Building, LLC Exhibit 10.37 to Form 10-QSB





EXHIBIT 10.37






EXECUTION VERSION










PURCHASE AND SALE
AGREEMENT 



by and between 



TRIPLE NET PROPERTIES,
LLC, 



as Buyer 



and



EBS BUILDING, L.L.C., 



as Seller, 



dated as of



June 17, 2004









CONTENTS 



For Reference Purposes
Only
Not Part of the Purchase and Sale Agreement 





Table of Contents 





	  	Article 	Page 	  




	  	I.   Purchase and Sale 	2 	  
	  	II.   Representations and Warranties of Seller 	10 	  
	  	III.   Representations and Warranties of Buyer 	12 	  
	  	IV.   Conditions Precedent 	13 	  
	  	V.   Covenants of Seller 	14 	  
	  	VI.   Covenants of Buyer 	18 	  
	  	VII.   Casualty; Condemnation 	19 	  
	  	VIII.   Environmental Matters 	20 	  
	  	IX.   Disclaimer of Representations and Warranties 	21 	  
	  	X.   Miscellaneous Provisions	23 	  







Exhibits 


	Real Property	 	A	 
	Personal Property	 	B	 
	Schedule of Leases/Rent Roll	 	C	 
	Schedule of Tenant Defaults	 	C-1	 
	Schedule of Contracts	 	D	 
	Legal Description of Parking Garage Property	 	E	 
	Receipt for Deposit	 	F	 
	Lease Estoppel Certificate	 	G	 
	Special Warranty Deed	 	H	 
	Bill of Sale and Assignment	 	I	 
	Assignment of Warranties, Deposits and Intangible Property	 	J-1	 
	Service Mark Assignment	 	J-2	 
	Assignment and Assumption of Leases	 	K	 
	Assignment and Assumption of Contracts	 	L	 
	Endorsements to Title Policy	 	M	 
	Form of Surveyor's Certification	 	N	 
	Permitted Exceptions	 	O	 
	Assignment and Assumption of Parking Garage Lease	 	P	 
	LCRA Estoppel Certificate	 	Q	 
	Seller's Affidavit	 	R	 











PURCHASE AND SALE
AGREEMENT 



        
THIS  PURCHASE AND SALE  AGREEMENT  (the  “Agreement”)  is made and dated as of this 17th day of June,  2004, by and
between TRIPLE NET PROPERTIES,  LLC, a Virginia  limited  liability  company  (“Buyer”),  and EBS BUILDING,  L.L.C., a Delaware limited
liability company (“Seller”).



WITNESSETH: 



        WHEREAS,
Seller is the owner of the real estate more particularly described on
Exhibit A attached hereto and incorporated herein by reference, and the
buildings, improvements and structures thereon, and the appurtenances and hereditaments
thereto (all being hereinafter collectively referred to as the “Real
Property”); and 



        WHEREAS,
Seller is the owner or lessee of the personal property more particularly described on
Exhibit B attached hereto and incorporated herein by reference, which includes
substantially all items of tangible personal property owned or leased by Seller and
located on and used in connection with the Real Property (all being hereinafter
collectively referred to as the “Personal Property”); and 



        WHEREAS,
Seller is landlord under certain tenant leases affecting the Real Property, which tenant
leases are listed and described on the schedule of leases (the “Schedule of
Leases”) attached hereto as Exhibit C and incorporated
herein by reference (the “Leases”); and 



        WHEREAS,
Seller is obligee under certain service, supply and maintenance agreements affecting the
Real Property, which service, supply and maintenance agreements are listed and described
on Exhibit D attached hereto and incorporated herein by reference (the
“Contracts”); and 



        WHEREAS,  Seller is the lessee under that certain Lease dated December 22, 1982 between Seller and the Land Clearance
for  Redevelopment  Authority of the City of St. Louis demising parking spaces on the fifth level of the parking facility on City Block
118 in the City of St. Louis,  Missouri,  as legally  described on Exhibit E attached hereto and  incorporated  herein by reference (as
amended, the “Parking Garage Lease”); and



        WHEREAS,
the Real Property and the Personal Property comprise a multi-story office building located
in the City of St. Louis, State of Missouri, and commonly known as One Financial
Plaza (Seller’s right, title and interest in and to the Real Property, the Personal
Property, the Leases, the Contracts and the Parking Garage Lease being hereinafter
sometimes collectively referred to as the “Property”); and 







1





        
WHEREAS,  Colliers  Turley Martin  Tucker,  Inc. (the  “Property  Manager”)  presently  manages the Property  under a
property  management  agreement  with Seller (the  “Management  Contract”),  and  presently  occupies a portion of the Property for the
management office for the Property; and



        WHEREAS,  the Property is presently  subject to a deed of trust in favor of Commerce Bank, N.A. recorded in Book 1698
at page 3629 in the Office of the Recorder of Deeds of St. Louis,  Missouri (the “Mortgage”),
securing a promissory note dated May 31,
2001 in the principal amount of up to $18,600,000 described therein; and



        WHEREAS, Buyer desires to buy and Seller desires to sell the Property, on the terms and conditions herein set forth;



        NOW, THEREFORE,  in consideration of the premises and of the mutual covenants of the parties  hereinafter  expressed,
it is hereby agreed as follows:



ARTICLE I 



PURCHASE AND SALE 



        1.1        
Agreement to Sell and Purchase.  In accordance with and on the terms and conditions  hereof,  on the date of
Closing (as hereinafter defined), Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property.



        1.2        
Purchase  Price.  The  purchase  price  (the  "Purchase  Price")  to be paid to  Seller  for the sale of the
Property to Buyer as provided for herein shall be Thirty Seven Million and no/100  Dollars  ($37,000,000.00).  The Purchase Price shall
be paid by Buyer, subject to adjustment as hereinafter provided and subject to the terms and conditions herein contained, as follows:



          		         
    (a)       
               Within two (2) business days of the date hereof, Buyer shall deposit as an
               earnest deposit, refundable only as specifically provided in Section 9.3 of this
               Agreement, in escrow the sum of One Million Dollars ($1,000,000.00) in cash by
               wire-transfer of good, current funds to Title Insurers Agency, Inc., having an
               office address of 226 South Meramec, Suite 200, Clayton, Missouri 63105 (the
               “Title Company”) to hold as escrow agent, such
               deposit to be evidenced by a receipt in the form attached hereto as Exhibit
               F and incorporated herein by this reference (such sum, as it may exist from
               time to time, and including all interest and income on investments thereof as
               permitted herein, being hereinafter referred to as the
               “Deposit”). The Title Company shall hold the
               Deposit, and shall make delivery of the Deposit to the party entitled thereto
               under the terms hereof. Buyer may instruct the Title Company to invest the
               Deposit in short-term, federally issued or insured interest bearing securities,
               and all interest and income thereon shall be held by the Title Company as an
               addition to and as part of the Deposit, and shall be remitted along with the
               balance of the Deposit to the party entitled to the Deposit at the time of the
               disposition of the Deposit hereunder. If the sale of the Property is closed by
               the date fixed therefor, monies held as the Deposit shall be applied and paid
               over to Seller in cash (pursuant to Seller’s wire transfer instructions) on
               the date of Closing, on account of the Purchase Price payable under subsection
               (b) below (and such application shall be a credit against the amount otherwise
               payable under this subsection (b) below). 



               






2





          		          
    (b)       
               Buyer shall, by noon (St. Louis time) on the date of Closing, pay Seller the
               Purchase Price in the sum of Thirty Seven Million and no/100 Dollars
               ($37,000,000.00) by payment of such sum, subject to credit for any amount
               paid pursuant to paragraph (a) above and subject to adjustment as provided in
               Section 1.3 below, in cash by wire-transfer of good, current funds to such
               account for receipt of wire-transfer as Seller shall designate in writing on or
               before the date of Closing. 



               



        1.3        
Credits and Prorations. The following shall be apportioned with respect to
the Property as of the day of Closing, Buyer to have the day of Closing unless otherwise
expressly provided, and the resulting calculation shall be an adjustment to the Purchase
Price: 



          		          
    (a)       
               General real property taxes (state, county, municipal, school and fire district,
               and other local real estate taxes) with respect to the Real Property accrued
               through the date of Closing but unpaid for the then current tax fiscal year
               (based upon the latest available tax bill(s) and assessment information for the
               preceding tax fiscal year) shall be charged to Seller; and Buyer shall assume
               all liability for such current tax fiscal year and all future tax fiscal years. 



               



          		          
    (b)       
               Special taxes or assessments, if any, upon the Property assessed or becoming a
               lien on or prior to the date of this Agreement (but only a pro rata share of the
               then current installment of such special taxes or assessments, if any) shall be
               charged to Seller; and Buyer shall assume all liability for such current
               installment and all future installments and for special taxes or assessments, if
               any, assessed or becoming a lien after the date of this Agreement. 



               



          		          
    (c)       
               Except for charges for utilities metered or charged directly to, and payable
               directly by, tenants of the Property, fuel, electricity, water, sewer, gas,
               telephone and other utility charges (based upon meter readings on the day prior
               to the date of Closing, wherever possible) accruing prior to the date of Closing
               shall be charged to Seller; and Buyer shall assume all liability for such
               utility payments (except such metered utility charges which Seller shall cause
               to be read on the day prior to the date of Closing and billed to Seller, which
               Seller shall agree to pay and discharge). Buyer shall be charged with any
               prepaid charges (as to the portion of such charges attributable to the period on
               and after the date of Closing) and assigned deposits as a debit to the Purchase
               Price, and Seller shall be charged with any accrued but unpaid, past due or
               delinquent charges (as to the portion of such charges attributable to the period
               prior to the date of Closing). 



               







3




          		          
    (d)       
               Seller’s insurance policies on the Property shall not be assumed by Buyer,
               but shall be canceled effective as of the transfer of possession of the Property
               (pursuant to Section 1.4 hereof) on the date of Closing. Buyer shall purchase
               and place its own insurance on the Property as of Closing and shall assume all
               liability for making reimbursements or charges to the tenants under the Leases
               as may be required or permitted under the Leases with respect to insurance on
               the Property for the period on and after Closing. Except with respect to
               adjustments for insurance premiums and costs for insurance policies included in
               common area maintenance reimbursements or charges under subsection (i) of this
               Section 1.3, there shall be no other adjustment between the parties with respect
               to insurance premiums or costs for the period on and after the date of Closing. 



               



          		          
    (e)       
               Amounts accrued prior to the date of Closing but unpaid, past due and/or
               delinquent as of Closing under the equipment leases of the Personal Property
               assumed by Buyer, if any, shall be charged to Seller; and amounts prepaid by
               Seller under such equipment leases and attributable to the period on and after
               the date of Closing shall be charged to Buyer. 



               



          		          
    (f)       
               Amounts accrued prior to the date of Closing but unpaid, past due and/or
               delinquent as of Closing under the Contracts assumed by Buyer shall be charged
               to Seller; and amounts prepaid by Seller under such Contracts and attributable
               to the period on and after the date of Closing shall be charged to Buyer. 



               



          		          
    (g)       
               Security deposits (as identified on Exhibit C), and base rent paid in
               advance, prepaid rentals, common area maintenance charges, tax charges and
               reimbursements, insurance charges and reimbursements, and all other incidental
               expenses and charges paid by tenants under the Leases shall be charged to Seller
               (as to the portion of such base rent paid in advance, prepaid rentals, charges
               and expenses attributable to the period subsequent to Closing) as a credit
               against the Purchase Price. All rentals payable in arrears, and all other
               charges and expenses incurred by Seller and payable or reimbursable in arrears
               shall be charged to Buyer (as to the portion of such rentals, charges and
               expenses attributable to the period through Closing) as a credit to the Purchase
               Price; but all delinquent rents and other charges and expenses with respect to
               tenants more than sixty (60) days past due shall not be adjusted, and Seller
               shall have the right to collect the same assigned; provided,
               however, that after Closing Buyer shall use best efforts to collect the
               same on behalf of Seller and shall remit any payment of such rentals and other
               charges and expenses to Seller. 



               



          		          
    (h)       
               All leasing costs, such as costs of all tenant improvements, leasing
               commissions, and space planning costs payable or to be performed subsequent to
               Closing with respect to the Leases in effect as of the date hereof shall be paid
               by Seller prior to Closing or shall be a credit against the Purchase Price; all
               leasing costs in respect of any new tenant lease or renewals of existing leases
               entered into after the date hereof and incurred by Seller prior to the date of
               Closing shall be charged to Buyer as a credit to the Purchase Price. 



               







4




          		          
    (i)       
               Tenant obligations to pay any operating expense contributions
               (“Tenant Contributions”) and real estate taxes
               and assessments (“Taxes”) paid by Tenants prior
               to the date of Closing shall be charged to Seller (as to that portion of such
               payments attributable to the period subsequent to Closing) as a credit against
               the Purchase Price. Neither Buyer nor Seller shall receive credit at Closing for
               any payments with respect to Tenant Obligations or Taxes due but not paid as of
               the date of Closing; provided, however, that after Closing Buyer
               shall use best efforts to collect any delinquent Tenant Contributions and/or
               Taxes on behalf of Seller and shall remit any payment of such rentals and other
               charges and expenses to Seller promptly upon receipt. As soon as reasonably
               possible, but in no event later than February 28, 2005, Seller and Buyer jointly
               shall prepare a statement showing precise figures and calculation of the amounts
               payable by tenants of the Property. Upon the preparation of said statement by
               Buyer and Seller, Buyer shall promptly forward the billing for said amounts to
               the respective tenants, and Buyer shall promptly pay over to Seller its share,
               if any, of said amounts. As and when the tenants remit payment of their
               respective obligations for Tenant Contributions and Taxes pursuant to the
               billings so forwarded by Buyer, Buyer shall promptly remit to Seller its share
               (for the portion thereof attributable to the period prior to Closing and not
               previously collected by Seller), if any, of said payments. At its request,
               Seller shall have the right to collect such Tenant Contributions and Taxes, as
               the case may be, in the event that payment is not remitted by Buyer as
               hereinabove provided within thirty (30) days after submission to such tenant of
               its billing. In the event the jointly prepared statement reveals that Tenant
               Contributions and Taxes were overestimated with respect to the period prior to
               Closing and Tenants are entitled to an adjustment for said overpayment, Seller
               shall promptly remit to Buyer its share (for the portion thereof attributable to
               the period prior to Closing and previously collected by Seller). 



               



        In
the event, on the date of Closing, the precise figures necessary for any of the foregoing
adjustments are not capable of determination, the adjustments shall be made on the basis
of the good faith estimates of Seller (using currently available information) and final
adjustments shall be made promptly after precise figures are determined or available (and,
in any event, an interim adjustment shall be made within sixty (60) days after the date of
Closing, and a final adjustment shall be made no later than March 31, 2005). 



        Except
as otherwise expressly specified above in this Section 1.3, items of income and expense
for the period prior to the date of Closing will be for the account of Seller (Seller
being entitled to receive income and being obligated to pay expenses attributable to such
period), and items of income and expense for the period on and after the date of Closing
will be for the account of Buyer (Buyer being entitled to receive income and being
obligated to pay expenses attributable to such period). 



        In
addition, certain costs incidental hereto and to the transactions contemplated hereby
shall be borne such that at (or prior to) Closing, Buyer shall pay all survey costs
(exclusive of the cost of the existing survey of the Property delivered by Seller to
Buyer), all recording fees for any Buyer-related financing documentation, all title
commitment and title insurance premiums (including, without limitation, all costs of
having any exceptions to title either deleted or insured over, all costs of any
endorsements to Buyer’s title insurance policies), and all costs of Buyer’s due
diligence, including, but not limited to, the investigations, studies  







5




and review
which Buyer determines to perform. At (or prior to) Closing, Buyer and Seller shall
each pay one-half of the escrow and closing fees, if any, charged by the Title Company. At
Closing, Seller shall pay the recording charges attributable to the recordation of the
Special Warranty Deed, and the recording charges for the recordation and filing of the
releases and UCC terminations of the Mortgage. Seller shall also pay, as a closing cost,
any commissions owing by Seller to Colliers Turley Martin Tucker, Inc. and Secured Capital
Corp. (the “Sales Advisors”) in connection with the
consummation of the transactions contemplated by this Agreement. 



        Except
as expressly provided in this Section 1.3 or as expressly provided elsewhere in this
Agreement, Buyer and Seller shall pay their own respective costs and expenses, including
attorneys’ fees and consultants’ fees, incidental to this Agreement and the
transactions contemplated hereby. 



        The
covenants and agreements contained in this Section 1.3 with respect to adjustments and
prorations, assumptions of liabilities, post-closing payments and remittances, and closing
costs shall survive Closing until March 31, 2005. 



        1.4        
Possession. Seller shall transfer possession of the Property, subject to the
Leases, to Buyer on the date of Closing effective upon receipt from Buyer of the Purchase
Price paid in accordance with Section 1.2(b) hereof, subject to adjustments and prorations
and with payment of closing costs in accordance with Section 1.3 hereof. 



        1.5        
Closing. The closing (herein referred to as the
“Closing”) of the transactions contemplated hereby shall be
on June 30, 2004. Closing shall take place at the offices of Seller’s counsel, Bryan
Cave LLP, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102, provided that
all conditions to the Closing have been satisfied or waived in writing. Provided Buyer is
not in default hereunder, Buyer shall have the option to extend the date of Closing to a
date not later than August 3, 2004. Buyer shall exercise this option only by so notifying
Seller in writing not later than June 21, 2004. Concurrent with Buyer’s delivery of
such notice and as a condition precedent to the effectiveness of such notice, Buyer shall
deposit with the Title Company, in cash by wire-transfer of good, current funds, an
additional One Million Five Hundred Thousand Dollars ($1,500,000), which monies shall be
added to and thereafter deemed part of the Deposit and shall be refundable only as
specifically provided in Section 9.3 of this Agreement. 



        1.6        
Documents at Closing. 



          		          
    (a)       
               On the date of Closing, Seller shall execute and deliver or cause to be executed
               and delivered to the Title Company, to be held in escrow and delivered to Buyer
               at Closing, the following documents: 



               



          		               
    (i)       
               A certificate signed by Seller, to which are attached updated schedules of the
               Personal Property, the Leases (such schedule in the form of an updated Schedule
               of Leases), and the Contracts. 



               







6




          		               
    (ii)       
               A certificate signed by Seller, certifying that the representations and
               warranties set forth in Article II hereof remain complete, true and correct in
               all material respects immediately prior to Closing, or indicating the changes
               that may have occurred, to the knowledge of Seller, in the facts and
               circumstances reflected in those representations and warranties. 



               



          		               
    (iii)       
               Assignment of Warranties, Deposits and Intangible Property, transferring and
               assigning to Buyer all right, title and interest of Seller in and to any
               warranties or guarantees concerning the Property which have not by their terms
               expired, to the extent assignable without consent, which Assignment of
               Warranties, Deposits and Intangible Property shall be in the form of
               Exhibit J-1 attached hereto and incorporated herein by reference. 



               



          		               
    (iv)       
               Service Mark Assignment to Buyer of Seller’s interest in the service mark
               “One Financial Plaza”, which Service Mark Assignment shall be in the
               form of Exhibit J-2 attached hereto and incorporated herein by reference. 



               



          		               
    (v)       
               An affidavit from Seller affirming that Seller is not a foreign person under the
               Foreign Investment in Real Property Tax Act of 1980, as amended, and that no
               taxes or withholding shall be assessed or applied to Buyer in connection with
               the Closing and the transactions contemplated hereby. 



               



          		               
    (vi)       
               Such certificates of limited liability company good standing, member consents,
               as may be required by the Title Company, in form reasonably satisfactory to
               Seller, and a seller’s affidavit and indemnity against mechanics liens and
               against parties in possession other than tenants (and subtenants or licensees)
               under the Leases in substantially the form of Exhibit R attached hereto
               and incorporated herein by reference, in order to issue the owner’s policy
               of title insurance as specified in Section 1.6(d) hereof. 



               



          		               
    (vii)       
               Assignment and Assumption of Parking Garage Lease, which Assignment and
               Assumption of Parking Garage Lease shall be in the form of Exhibit P
               attached hereto and incorporated herein by reference, which includes a
               Lessor’s Consent to Assignment to be executed by the LCRA; provided,
               however, that in the event Seller cannot, using commercially reasonable efforts,
               obtain the foregoing assignment and consent by Closing, Seller shall have the
               automatic right to extend Closing to the earlier of (a) August 31, 2004 or (b)
               the date five (5) business days after the date Seller obtains such assignment
               and consent. As set forth in this Agreement, Seller’s obligation to use
               “commercially reasonable efforts” shall not require Seller to waive or
               impair any legal right or expend monies. 



               







7




          		               
    (viii)       
               LCRA Estoppel Certificate, which LCRA Estoppel Certificate shall be
               substantially in the form of Exhibit Q attached hereto and incorporated
               herein by reference; provided, however, that in the event Seller cannot, using
               commercially reasonable efforts, obtain the foregoing estoppel from the LCRA by
               Closing, Seller shall have the automatic right to extend Closing to the earlier
               of (a) August 31, 2004 or (b) the date five (5) business days from and after the
               date Seller obtains such estoppel. 



               



          		          
    (b)       
               On (or prior to) the date of Closing, Seller shall deliver or cause to be
               delivered to Buyer the following: 



               



          		               
    (i)       
               Books and records pertaining to operation of the Property (or duplicate copies
               thereof) as may be in Seller’s possession; 



               



          		               
    (ii)       
               Plans, specifications, and engineering and/or architectural drawings of the
               improvements and systems of the Property or any part of the Property (or
               duplicate copies thereof) as may be in Seller’s possession or control. 



               



          		               
    (iii)       
               Equipment leases (or duplicate copies thereof) of the Personal Property assumed
               by Buyer, as set forth on Exhibit B hereto. 



               



          		               
    (iv)       
               Leases affecting the Property, as set forth on Exhibit C hereto. 



               



          		               
    (v)       
               Contracts affecting the Property assumed by Buyer, as set forth on Exhibit
               D hereto. 



               



          		               
    (vi)       
               Evidence of termination of the Management Contract affecting the Property,
               executed by the parties thereto, if requested by Buyer. 



               



          		               
    (vii)       
               Estoppel certificates (collectively, the “Estoppel
               Certificates”) dated not sooner than the
date of this Agreement from tenants leasing in the aggregate 75% of the leased space of
the Property (as of the date of this Agreement), including Stifel Financial Corp. and
Stifel, Nicolaus & Company, Incorporated, Seabury & Smith, Inc., and Jacobs
Engineering Group, Inc. (each hereinafter sometimes referred to as a “Major
Tenant”). Such estoppel certificates shall state, to the tenant’s
knowledge, (i) the base rent, if any, payable by the tenant thereunder, (ii) that the
subject lease is unmodified (except as disclosed) and in full force and effect,
(iii) that there is no default by lessor under the subject lease, (iv) that
there are not any existing setoffs or defenses against enforcement of any of the terms of
the subject lease on the part of the lessee to be performed, and (v) the dates to
which rentals and other charges have been paid under the subject lease, and such estoppel
certificates to be otherwise substantially in the form set forth on Exhibit G 
attached hereto and incorporated herein by reference (modified, as may be necessary, to
reflect the circumstances applicable to the respective tenancies or to conform to the
negotiated form of tenant estoppel forming a part of its lease); provided, however, that
Buyer agrees that the forms of lease estoppel certificates may be further modified by the
tenants in a reasonable manner consistent with custom and practice in the industry, and
that lease estoppel certificates containing such immaterial modifications to those forms
will be acceptable to Buyer. 











8




          		          
    (c)       
               On the date of Closing, Buyer and Seller shall execute and deliver to the Title
               Company, to be held in escrow delivered to the other party at Closing,
               counterpart originals of the following: 



               



          		               
    (i)       
               Special Warranty Deed, transferring and conveying to Buyer title to the Real
               Property, subject to the lien of general real estate taxes for the current tax
               fiscal year (to the extent not yet delinquent) and thereafter, the lien of
               special assessments becoming a lien or payable after the date hereof, the Leases
               and those other exceptions identified on Exhibit O attached hereto
               and incorporated herein by reference, which Special Warranty Deed shall be in
               the form of Exhibit H attached hereto and incorporated herein by
               reference. 



               



          		               
    (ii)       
               Bill of Sale and Assignment, transferring and conveying to Buyer the interest of
               Seller in and to the Personal Property, subject to those liens, security
               interests, and equipment listed on Exhibit B, which Bill of Sale and
               Assignment shall be in the form of Exhibit I attached hereto and
               incorporated herein by reference. 



               



          		               
    (iii)       
               Assignment and Assumption of Leases, whereby Seller assigns to Buyer and Buyer
               assumes all interest and obligation of Seller as lessor, in and to the Leases
               (including, but not limited to, obligations with respect to allowances and
               concessions), which Assignment and Assumption of Leases shall be in the form of
               Exhibit K attached hereto and incorporated herein by reference. 



               



          		               
    (iv)       
               Assignment and Assumption of Contracts, whereby Seller assigns to Buyer and
               Buyer assumes all right, title, interest and obligation of Seller in, to and
               under the Contracts, which Assignment and Assumption of Contracts shall be in
               the form of Exhibit L attached hereto and incorporated herein by
               reference. 



               



          		               
    (v)       
               Closing Statement setting forth the Purchase Price and adjustments and
               prorations to be made hereunder as of the date of Closing pursuant to the terms
               of Section 1.3 hereof (and containing such information as may be required by
               Section 1.3). 



               



          		               
    (vi)       
               Notice letters to the tenants under the Leases still in effect as of Closing,
               indicating the consummation of the transactions contemplated by this Agreement. 



               



          		               
    (vii)       
               Notice letters to the lessors under the equipment leases of the Personal
               Property assumed by Buyer and notice letters to the vendors under the Contracts
               assumed by Buyer indicating the consummation of the transactions contemplated by
               this Agreement. 



               







9




          		          
    (d)       
               Upon payment and performance by Buyer of all of its obligations hereunder and
               upon payment of the premium and costs therefor, the Title Company will issue an
               owner’s policy of title insurance from the Title Company in the amount of
               the Purchase Price (or such lesser amount as may have been requested by Buyer),
               insuring the title in and to the Real Property in accordance with the title
               commitment obtained by Buyer, with exception only for the exceptions set forth
               on Exhibit O and such other matters, if any, as Buyer
               shall have approved, and containing the endorsements described on Exhibit
                M. 



               



ARTICLE II 



REPRESENTATIONS AND
WARRANTIES OF SELLER 



        In
order to induce Buyer to purchase the Property, Seller makes the following representations
and warranties as of the date of this Agreement. These representations and warranties are
not intended to induce Buyer to limit the scope of its due diligence with regard to the
Property, and Buyer is advised to exercise prudence and due diligence in its undertakings,
analyses, assessments and evaluations with respect to the Property. These representations
and warranties set forth in this Article II shall survive the Closing until December 31,
2004. 



             2.1.        
          Authority. With respect to Seller and its business, Seller
          represents and warrants that: 



                      
    (a)       
          Seller is a limited liability company duly organized, validly existing and in
          good standing under the laws of the State of Delaware; Seller’s federal tax
          identification number is 43-1794872. 



                      
    (b)       
          Seller has all necessary power and authority to own, use and transfer its
          properties (including the Property) and to transact the business in which it is
          engaged, and has full power and authority to enter into this Agreement, to
          execute and deliver the documents required of Seller herein, and to perform its
          obligations hereunder. 



                      
    (c)       
          Seller is duly authorized to execute and deliver and perform this Agreement and
          all documents and instruments and transactions contemplated hereby or incidental
          hereto. 



             2.2        
Leases. With respect to the Leases, to the knowledge of Seller:



                      
    (a)       
          The Schedule of Leases for the Property attached hereto as Exhibit C is
          true, accurate and complete in all material respects. 



                      
    (b)       
          Copies of the Leases which shall have been delivered to Buyer pursuant to
          Section 5.5 of this Agreement shall be true, accurate and complete copies of all
          documents constituting the Leases. 







10




                      
    (c)       
          The Leases and any guaranties thereof are in full force and effect, are not
          subject to defenses, setoffs or counterclaims for the benefit of the Tenants
          thereunder, and no Tenant under any of the Leases is in material default in
          respect of its obligations thereunder except as disclosed on Exhibit C-1
          attached hereto. 



                      
    (d)       
          There is no prepaid rent (other than rent prepaid not more than 1 month in
          advance pursuant to the terms of the relevant Leases) with respect to the
          Property, and no security deposits relating to the Leases or otherwise affecting
          any of the Property have been collected other than as reflected on Exhibit
          C hereto. 



                      
    (e)       
          There are no obligations under any of the Leases to further improve such
          Tenant’s premises or to grant or allow any rent or other concession except
          as disclosed on Exhibit C-1 attached hereto. 



                      
    (f)       
          All rental concessions or rental abatements or related inducements (exclusive of
          any rent abatement granted under the terms of any Lease which arises as a result
          of a particular occurrence during the term thereof, including, but not limited
          to, damage or destruction or interruption of services) granted to Tenants under
          the Leases will have been applied to such Tenant’s rent obligations prior
          to Closing. 



        2.3        
Absence of Violations. To the knowledge of Seller, Seller has not received
any written notice from any governmental authority having jurisdiction over the Property
of any alleged violations of law which affect the Property in any material respect. 



        2.4        
FIRPTA. Seller is not a “foreign person” within the meaning of
Sections 1445(f)(3) of the Internal Revenue Code of 1986, as amended. 



        2.5        
Commissions. Seller has dealt with no broker, finder or other person in
connection with the offering, sale or negotiation of the sale of the Property in any
manner that might give rise to any claim for commission against Buyer or any lien against
the Property, excepting only the Sales Advisors, whose commissions in connection with the
transaction contemplated by this Agreement shall be paid by Seller at and upon Closing. 



        2.6        
Financial Statements. The December 31, 2002 and the December 31, 2003
financial statements of Seller heretofore delivered to Buyer were prepared in accordance
with generally accepted accounting principles in effect on the date such statements were
prepared and fairly present, in all material respects, the financial condition and
operations of Seller at such dates and the results of its operations for the periods then
ended. To Seller’s knowledge, there were, as of such dates, no liabilities or
obligations with respect to Seller which were required to be disclosed in accordance with
generally accepted accounting principles that were not so disclosed. The monthly operating
statements regarding the Property for each of the first three (3) months of 2004, which
have been delivered to Buyer, were prepared by or on behalf of Seller in the ordinary
course of business and remain subject to normal adjustment in connection with the
preparation of quarterly and annual financial statements in accordance with generally
accepted accounting principles. 







11





        2.7        
Seller Employees. Seller has no employees at the Real Property and Seller
hereby acknowledges and agrees that Buyer has no obligation to employ or to continue to
employ any individual employed by Seller in connection with the Real Property. 



        Any
statement contained in the representations and warranties in this Article II and made to
the “knowledge” of Seller shall mean only the actual knowledge of Seller based
upon information communicated to Seller by Lauren Hogan, a representative of the Asset
Manager, in a certification addressed to Seller and dated as of the date of this
Agreement, a copy of which has been furnished to Buyer; and otherwise any reference to the
“knowledge” of Seller shall not be deemed to imply any duty of investigation or
inquiry by Seller, and shall not be construed to include the knowledge of any member,
partner, officer, director, agent, employee or representative of Seller or any affiliate
of Seller, imputed to Seller or constructively attributed to Seller. 



ARTICLE III 



REPRESENTATIONS AND
WARRANTIES OF BUYER 



        In
order to induce Seller to sell the Property, Buyer makes the following representations and
warranties as of the date of this Agreement. The representations and warranties set forth
in Sections 3.1 and 3.2 below shall survive the Closing of the transactions
contemplated hereby. 



        3.1        
Corporate Authority.  With respect to Buyer and its business, Buyer represents and warrants that:



          		          
    (a)       
               Buyer is a limited liability company, organized, validly existing and in good
               standing under the laws of the State of Virginia. 



               



          		          
    (b)       
               Buyer has all necessary power and authority to own and use its properties and to
               transact the business in which it is engaged, and has full power and authority
               to enter into this Agreement, to execute and deliver the documents and
               instruments required of Buyer herein, and to perform its obligations hereunder. 



               



          		          
    (c)       
               Buyer is duly authorized to execute and deliver and perform this Agreement and
               all documents and instruments and transactions contemplated hereby or incidental
               hereto. 



               



        3.2        
Commissions. Buyer has dealt with no broker, finder or any other person in
connection with the purchase of or the negotiation of the purchase of the Property that
might give rise to any claim for commission against Seller, excepting only the Sales
Advisors. 







12




ARTICLE IV 



CONDITIONS PRECEDENT 



        4.1        
Conditions Precedent — Buyer. The obligations of Buyer at the Closing
hereunder are subject, at Buyer’s election, to the satisfaction on or prior to the
date of Closing of the conditions set forth below. Notwithstanding the failure of any one
or more of such conditions, Buyer may nevertheless proceed with Closing without
satisfaction, in whole or in part, of any one or more of such conditions and without
written waiver. To the extent that as of the date of Closing Buyer has knowledge of the
failure of any of such conditions or the breach by Seller of any of the representations or
warranties contained in this Agreement and nevertheless proceeds with Closing, Buyer shall
be deemed to have waived for all purposes any rights or remedies it may have against
Seller by reason of the failure of any such condition or the breach of any such
representation or warranty. 



          		          
    (a)       
               The representations and warranties made by Seller in this Agreement (as updated
               by Seller in accordance with the terms hereof) shall be complete, true and
               correct in all material respects on and as of the date of Closing with the same
               effect as though such representations and warranties had been made or given on
               and as of the date of Closing (except for representations and warranties that
               relate to a specific date). 



               



          		          
    (b)       
               Seller shall have performed and complied in all material respects with all of
               its obligations under this Agreement which are to be performed or complied with
               by Seller prior to or on the date of Closing including, but not limited to, the
               deliveries set forth in Section 1.6 of this Agreement. 



               



          		          
    (c)       
               No Major Tenant shall have permanently ceased operating its business in its
               entire premises for reasons other than casualty damage, condemnation, remodeling
               or similar occurrence. 



               



        4.2        
Conditions Precedent – Seller. The obligations of Seller at the Closing
hereunder are subject, at Seller’s election, to the satisfaction on or prior to the
date of Closing of the conditions set forth below. Notwithstanding the failure of any one
or more of such conditions, Seller may nevertheless proceed with Closing without
satisfaction, in whole or in part, of any one or more of such conditions and without
written waiver. To the extent that as of the date of Closing Seller has knowledge of the
failure of any of such conditions or the breach by Buyer of any of the representations or
warranties contained in this Agreement and nevertheless proceeds with Closing, Seller
shall be deemed to have waived for all purposes any rights or remedies it may have against
Buyer by reason of failure of any condition or the breach of any such representation or
warranty. 



          		          
    (a)       
               The representations and warranties made by Buyer in this Agreement shall be
               complete, true and correct in all material respects on and as of the date of
               Closing with the same effect as though such representations and warranties had
               been made or given on and as of the date of Closing (except for representations
               and warranties that relate to a specific date). 



               







13




          		          
    (b)       
               Buyer shall have performed and complied in all material respects with all of its
               obligations under this Agreement which are to be performed or complied with by
               Buyer prior to or on the date of Closing. 



               



ARTICLE V 



COVENANTS OF SELLER 



        Seller
covenants and agrees as follows: 



        5.1          
Operation and Maintenance. Seller shall, from and after the date of this
Agreement and until Closing, continue to operate the Property in the ordinary course of
business consistent with the present business and operations thereof and Seller shall
continue to maintain the buildings and improvements that constitute the Property in
“AS IS” condition and repair, normal wear and tear and casualty damage excepted. 



        5.2          
Access and Information. Seller will, from and after the date of this
Agreement and until Closing, permit Buyer the following access and provide Buyer the
following information: 



          		          
    (a)       
               Seller shall, insofar as reasonably necessary, allow the employees, advisors,
               attorneys and accountants of Buyer to observe and to communicate with
               representatives of the Property Manager during normal business hours on weekdays
               for the purpose of affording the opportunity to Buyer to gain familiarity with
               the operations and procedures for the operations of the Property. 



               



          		          
    (b)       
               Seller shall, insofar as reasonably necessary, allow the employees, advisors,
               attorneys and accountants of Buyer reasonable access to the Property (other than
               premises subject to the Leases) during normal business hours on weekdays. Buyer
               shall notify Seller not less than 48 hours in advance of each request for such
               access. Accordingly, the access shall be allowed to Buyer and shall be exercised
               by Buyer in a manner that will avoid any interruption of the management and
               operation of the Property and that will avoid any interference with the
               businesses of the tenants and occupants of the Property. The access shall be
               limited to visual inspections of improvements and systems and review of
               documentation; no samplings, borings, testing or like studies may be conducted
               in connection with such access without the prior consent of Seller. 



               



          		          
    (c)       
               Seller shall, insofar as reasonably necessary, allow the employees, advisors,
               attorneys and accountants of Buyer to contact and interview Tenants at such
               times and under such conditions as such Tenants may agree. Buyer shall notify
               Seller not less than 48 hours in advance of any such interview and Buyer
               acknowledges and agrees that no Tenant has any obligation to consent to any such
               interview. Buyer shall exercise its rights hereunder in a manner that will avoid
               any interruption of the management and operation of the Property and that will
               avoid any interference with the use and enjoyment of the Property by the tenants
               and any other occupants of the Property. 



               







14




          		          
    (d)       
               Buyer agrees that the access permitted under this Agreement shall be undertaken
               at its sole risk and expense. Buyer hereby releases Seller and its managers,
               members, officers, employees and agents, as well as the Property Manager and its
               shareholders, directors, officers, employees and agents, from any liability
               associated with such access. 



               



          		          
    (e)       
               Buyer hereby agrees to indemnify, protect, defend and hold Seller and its
               partners, trustees, beneficiaries, shareholders, members, managers, advisors and
               other agents and their respective partners, trustees, beneficiaries, employees,
               officers, directors, shareholders and members (collectively, the
               “Indemnified Parties”) harmless from and against
               any and all liabilities, demands, actions, causes of action, suits, claims,
               losses, damages, costs and expenses (including, without limitation, reasonable
               attorneys’ fees, court costs and litigation expenses) suffered or incurred
               by any of the Indemnified Parties as a result of or in connection with any
               activities of Buyer (including activities of any of Buyer’s employees,
               consultants, contractors or other agents) relating to the Property or arising
               out of this Agreement, including, without limitation, mechanics’ liens,
               damage to the Property, injury to persons or property resulting from such
               activities in connection therewith; provided, however, that such
               indemnity shall be limited to the extent such liabilities, demands, actions,
               causes of action, suits, claims, losses, damages, costs or expenses arise from
               the gross negligence or willful misconduct of any of the Indemnified Parties. In
               the event that the Property is disturbed or altered in any way as a result of
               such activities, Buyer shall promptly restore the Property to its condition
               existing prior to the commencement of such activities which disturb or alter the
               Property. Notwithstanding any other provision of this Agreement to the contrary,
               the indemnity granted by Buyer under this Section 5.02(e) will survive the
               Closing or termination of this Agreement. 



               



        5.3        
Insurance. Seller will, from and after the date of this Agreement and until
the transfer of possession of the Property as set forth in Section 1.4 hereof on the date
of Closing, cause the Property to continue to be insured against all ordinary and
insurable risks (except in respect of any leased Personal Property where the terms of the
equipment lease do not impose on lessee the obligation to maintain insurance) in
accordance with its current insurance program. Buyer will, from and after the date of this
Agreement and until the transfer of possession of the Property as set forth in Section 1.4
hereof on the date of Closing, maintain commercial general liability insurance with limits
of not less than $1,000,000 per occurrence and contractual indemnity insurance in an
amount satisfactory to Seller, in each case with carriers satisfactory to Seller, in
connection with Buyer’s access to the Property pursuant to Section 5.2 hereof. 







15




        5.4          
Operating Agreements. Seller shall not, from and after the date of this
Agreement and until Closing, (i) modify or amend in any material manner any of the
equipment leases relating to the Personal Property, any of the Leases, or any of the
Contracts, or accept termination or surrender of any of the Leases, other than any
termination or surrender pursuant to the terms of the Leases or pursuant to any agreements
for termination or surrender of the Leases noted on the Schedule of Leases or any
termination, (ii) enter into any new tenant leases for space within the Real Property
without Buyer’s consent, (iii) enter into any service, supply, maintenance or other
contracts pertaining to the Property or the operation of the Property which are not at
market rates and which are not cancelable without penalty after Closing, upon thirty (30)
days’ prior notice, (iv) purchase, lease or contract to purchase or lease new items
of equipment or inventory with respect to the Property other than in the ordinary course
of business, or (v) remove existing items of equipment or other personal property other
than in the ordinary course of business; without, in each instance, obtaining the prior
written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or
delayed. Any request by Seller for Buyer’s approval shall be deemed granted if Buyer
shall not have objected in writing within five (5) business days of Buyer’s receipt
of Seller’s request. 



        Any
new tenant leases or contracts entered into after the date hereof shall thereafter be
deemed to be “Leases” or “Contracts”, as the case may be, as such
terms are defined herein (including, but not limited to, for purposes of the closing
adjustments in Section 1.3 hereof and the conveyance documents identified in Section 1.6
hereof), and any existing Leases or Contracts which by their terms expire or which are
terminated with the prior written consent of Buyer prior to Closing shall no longer
thereafter be deemed to be “Leases” or “Contracts”, as the case may
be, as such terms are defined herein, without any adjustments to the Purchase Price or
other charge to Seller. Buyer shall be deemed to have assumed the obligation to pay all
leasing costs, including brokerage commissions, for any tenant leases entered into after
the date of this Agreement and approved by Buyer. Any new equipment leases of personal
property entered into after the date hereof (and, if required hereunder, with Buyer’s
prior written consent as herein provided) shall thereafter be deemed to be “equipment
leases of Personal Property” as defined herein (including, but not limited to, for
purposes of the closing adjustments in Section 1.3 hereof and the conveyance documents
identified in Section 1.6 hereof). Any equipment leases of Personal Property described on
Exhibit B which require the consent of the lessor thereunder in order to assign the
same may, in the event such consent cannot be obtained by Seller without cost to Seller
prior to Closing, be canceled by Seller, and upon any such cancellation the equipment
lease(s) so canceled shall thereafter no longer be deemed to be “equipment leases of
Personal Property” as defined herein and shall be excluded in all respects from the
sale of the Property and the conveyance documents identified in Section 1.6 hereof,
without any adjustments to the Purchase Price or other charge to Seller. 



        5.5          
Property Information. Seller has delivered or shall within ten (10) days of
the date hereof cause to be delivered to, or made available for Buyer’s review,
copies of the following items to the extent in Seller’s actual possession or control: 



                             (a)       
          all leases and occupancy agreements affecting the Property; 



                             (b)       
          all service contracts and equipment leases; 



                             (c)       
          monthly operating statements for the current year and year-end financial
          statements for the two prior years; 







16




                             (d)       
          real estate tax bills for the current and prior year; 



                             
(e)       
          all environmental reports; 



                             
(f)       
          the most recent existing survey; 



                             
(g)       
          plans and specifications; 



                             
(h)       
          preliminary title report; 



                             
(i)       
          underlying title documents; 



                             
(j)       
          general ledger report; 



                             
(k)       
          CAM reconciliation/CAM budget; 



                             
(l)       
          utility bills; 



                             
(m)       
          engineering/physical condition report; 



                             
(n)       
          site plan; 



                             
(o)       
          seismic report (if applicable); 



                             
(p)       
          certificate of occupancy (shell and all suites); 



                             
(q)       
          original Property photos; 



                             
(r)       
          REA (declarations) (if applicable to the Real Property); 



                             
(s)       
          evidence of flood plan insurance (if applicable); 



                             
(t)       
          litigation (if any); 



                             
(u)       
          roof/parking information; and 



                             
(v)       
          development agreement (if any). 



Seller shall also deliver, promptly
upon receipt, copies of all correspondence from Seller to a Major Tenant or from a Major
Tenant to Seller regarding discontinuance of operations, bankruptcy, default or
renegotiation of said Major Tenant’s lease from and after the date of this Agreement
through the date of Closing. 



In the event Closing does not occur,
such documents shall be returned to Seller. 







17




        5.6        
Tenant Subordination, Non-Disturbance and Attornment Agreements. Seller
hereby covenants and agrees to use commercially reasonable efforts to obtain a
subordination, attornment and non-disturbance agreement from each Tenant (the
“SNDAs”), which agreement shall be in substantially the form as Buyer or its
lender shall supply and shall include such additional terms or conditions as any such
Lease shall require. The agreements set forth in this Section 5.6 are not a condition
precedent to Closing and Buyer shall have no right to terminate this Agreement or to delay
Closing if such SNDAs are not delivered by Seller. 



ARTICLE VI 



COVENANTS OF BUYER 



        Buyer
covenants and agrees as follows: 



        6.1        
Post-Termination. In the event Closing does not occur due to the failure of
a condition precedent to Buyer’s obligations, then, at the option and written request
of Seller, Buyer will transfer to Seller (to the extent Buyer is allowed to do so) copies
of information in the possession or under the control of Buyer and submitted to Buyer in
the course of the inspections and evaluations of the Property, at Buyer’s cost of
reproduction and delivery. This Section 6.1 shall survive any termination of this
Agreement. 



        6.2        
Post-Closing. For the period after Closing until March 31, 2005, Buyer shall
allow Seller, Property Manager, and their respective employees, agents, contractors and
consultants access to those books and records of Buyer pertaining to the operations and
financial status of the Property and relating to the billings for and collections of
income and the incurrence and payment of expenses associated with the adjustments and
prorations required under Section 1.3 hereof, in order to assure proper crediting and
application of payments received after the date of Closing as to which further adjustments
and prorations are to be made, such access to be exercised during normal business hours
and without interfering with Buyer’s operations as reasonably requested by Seller and
such information to be subject to the agreements on confidentiality set forth in Section
10.4 hereof, and in connection therewith Buyer shall lend friendly assistance to Seller in
the development of information on an accurate basis with respect to such access. This
Section 6.2 shall survive Closing and the delivery of the Special Warranty Deed and the
other conveyance documents identified in Section 1.6 hereof. 



        6.3        
Title Commitment and Buyer’s Survey. Buyer acknowledges receipt from
Seller of a copy of the updated Title Company Commitment No. 00101299, dated effective May
6, 2004, for title insurance covering the Real Property (the “Title
Commitment”), and survey of the Real Property. Buyer may, at
Buyer’s option and expense, obtain from any title company a commitment for title
insurance covering the Real Property in form and substance satisfactory to Buyer. Buyer
may also, at Buyer’s option and expense, cause to be prepared a current boundary
survey (the “Buyer’s Survey”) of the Real Property
prepared by a registered public surveyor. Notwithstanding the foregoing, obtaining Title
Commitment and Buyer’s Survey shall not delay the Closing and Seller shall have no
obligation to cure defects in title or other matters disclosed by the Title Commitment or
the Buyer’s Survey. 







18




ARTICLE VII 



CASUALTY; CONDEMNATION 



        7.1        
Casualty.



                             
(a)       
          In the event of the damage or destruction of all or any part of the Property
          prior to Closing, the aggregate cost to repair, replace and/or restore of which
          shall be $5,000,000.00 or more (as estimated by Seller’s insurance
          carrier), prior to Closing, Buyer may, at its option, exercisable only by
          written notice to Seller, either (i) terminate this Agreement, whereupon neither
          party will have any further obligations hereunder (except as otherwise expressly
          provided in this Agreement), and the Deposit shall be returned to Buyer, or (ii)
          continue under this Agreement, whereupon Seller will assign to Buyer its
          interest in and to any insurance policies and proceeds thereof payable as a
          result of such damage or destruction, and pay over to Buyer, as a credit against
          the Purchase Price, the amount of any applicable deductible under such insurance
          policies, less such portion thereof as shall first be expended by or reimbursed
          to Seller for the costs of any restoration work incurred by Seller prior to
          Closing. 



                             
(b)       
          In the event of the damage or destruction of any part of the Property prior to
          Closing, the aggregate cost to repair, replace and/or restore of which shall be
          less than $5,000,000.00 (as estimated by Seller’s insurance carrier), Buyer
          shall have the further right to terminate this Agreement on account thereof if
          under the terms of a Major Tenant’s Lease such damage or destruction gives
          such Major Tenant the right to terminate its lease or to complete or partial
          rent abatement for any period after the Closing and such Major Tenant shall not
          have waived such right prior to the date of Closing or Seller has not agreed to
          assign any insurance proceeds covering such lost rental for the period after the
          Closing, whereupon neither party will have any further obligations hereunder
          (except as otherwise expressly provided in this Agreement (and the Deposit shall
          be returned to Buyer). 



                             
(c)       
          In the event of the damage or destruction of any part of the Property prior to
          Closing, the aggregate cost to repair, replace and/or restore of which shall be
          less than $5,000,000.00 (as estimated by Seller’s insurance carrier) and
          does not give a Major Tenant the right to terminate its Lease on account thereof
          (or such right shall have been waived prior to the date of Closing), Buyer shall
          have no right to terminate this Agreement on account thereof, but Seller shall
          (i) assign to Buyer all of its interest in and to any insurance policies and the
          proceeds thereof payable as a result of such damage or destruction, (ii) pay
          over to Buyer the amount of any applicable deductible under such insurance
          policies, less such portion thereof as shall first be expended by or reimbursed
          to Seller for the costs of any restoration work incurred by Seller prior to
          Closing, and (iii) pay over to Buyer, as a credit against the Purchase Price,
          such additional amount, if any, of the cost to repair, replace and/or restore
          such damage or destruction (as estimated by Seller’s insurance carrier)
          which exceeds the amounts assigned, paid or credited to Buyer under clauses (i)
          and (ii) above; provided, however, that in the event the sum of
          Seller’s projected obligations under clauses (ii) and (iii) above exceeds
          $500,000.00, Seller shall have the right to terminate this Agreement, whereupon
          neither party will have any further obligations hereunder (except as otherwise
          expressly provided in this Agreement), and the Deposit shall be returned to
          Buyer. 







19




                             
(d)       
          Seller shall not, in any event, be obligated to effect any repair, replacement,
          and/or restoration, but may do so at its option. 



        7.2        
Condemnation. In the event of the taking of all or any material part of the
Property prior to Closing, by eminent domain or condemnation, then Buyer at its option,
exercisable only by written notice to Seller, may either (i) terminate this
Agreement, whereupon neither party shall have any further obligation hereunder (and the
Deposit shall be returned to Buyer), or (ii) continue under this Agreement, whereupon
at Closing Seller will assign to Buyer all its interest in and to any award and proceeds
thereof payable as a result of such taking. In the event of the taking of any non-material
part of the Property prior to Closing, by eminent domain or condemnation, Buyer shall have
no right to terminate this Agreement on account thereof, but at Closing Seller shall
assign to Buyer all of its interest in and to any award and proceeds thereof payable as a
result of such taking. 



ARTICLE VIII 



ENVIRONMENTAL MATTERS 



        8.1        
Environmental Review. Buyer, by and through its employees, attorneys, agents
and consultants, has been afforded the opportunity to make such investigations and
inspections (including, without limitation, environmental audit(s) and/or assessment(s))
of the Property as Buyer and its employees, attorneys, agents and consultants deem
necessary or appropriate. Seller is delivering the Property in “as is”
condition, without any representations or warranties of any kind regarding the physical
condition or state of repair of the Property, the presence or absence thereon or
thereunder (or on or under any adjoining property) of anything that is or may constitute a
hazardous substance or material, or which now or hereafter may be regulated under any
applicable federal, state or local laws or regulations (the “Environmental
Condition of the Property”). Buyer assumes all liability with respect
to the clean-up and /or remediation of any existing or future hazardous substance or
material affecting the Property or migrating into or under adjoining property. Buyer, for
itself, its successors and assigns, and affiliated entities, releases Seller from all
contractual, statutory and common law claims and liabilities with respect to the
Environmental Condition of the Property. Buyer also agrees to indemnify, protect, defend
and save harmless Seller from and against any and all claims, actions, demands, costs,
expenses and liability whatsoever, including attorneys’ fees and expenses, on account
of or arising out of the Environmental Condition of the Property. This Section 8.1 shall
survive Closing and delivery of the Special Warranty Deed and the other conveyance
documents identified in Section 1.6 hereof. 







2




ARTICLE IX 



DISCLAIMER OF
REPRESENTATIONS AND WARRANTIES 



        9.1        
Seller’s Disclaimer. BUYER ACKNOWLEDGES THAT PRIOR TO ENTERING INTO
THIS AGREEMENT, BUYER HAS UNDERTAKEN AND APPROVED SUCH INDEPENDENT TITLE, SURVEY, LEASING,
MARKET, TRADE AREA, COMPETITION AND REVENUE AND EXPENSE REVIEWS, ANALYSES AND STUDIES, AND
HAS DEVELOPED AND APPROVED SUCH INDEPENDENT PROJECTIONS AND ASSUMPTIONS, AS BUYER HAS
DEEMED NECESSARY OR APPROPRIATE, AND BUYER HAS NOT RELIED ON ANY OFFERING MATERIALS OR ANY
REVIEWS, ANALYSES, STUDIES, PROJECTIONS OR ASSUMPTIONS PREPARED OR PROVIDED BY SELLER, THE
PROPERTY MANAGER, OR THE SALES ADVISORS. BUYER AGREES THAT BUYER HAS PERFORMED OR WILL
PERFORM SUCH EXAMINATIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR
APPROPRIATE PRIOR TO ENTERING INTO THIS AGREEMENT, AND THAT BUYER WILL RELY SOLELY UPON
SUCH EXAMINATIONS AND INVESTIGATIONS IN PURCHASING THE PROPERTY. 



        BUYER
FURTHER ACKNOWLEDGES THAT SELLER HAS DISCLOSED TO BUYER THAT THE BARREL-SHAPED ROOF OVER
THE TOWER PORTION OF ONE FINANCIAL PLAZA IS IN NEED OF REPAIR AND THAT CONSULTANTS HAVE
RECOMMENDED TO OWNERSHIP THAT THE ROOF SYSTEM, INCLUDING THE COPPER PANELS AND SUBSTRATE,
BE REPLACED PROMPTLY. ROOF REPAIRS SELLER HAS PREVIOUSLY EFFECTED SHOULD PROVIDE
SUFFICIENT LIFE FROM THE EXISTING ROOF TO DESIGN AND COMPLETE PRE-CONSTRUCTION ACTIVITIES
RELATED TO A REPLACEMENT ROOF. BUYER IS ALSO AWARE THAT THE CAULKING AND SEALANT AROUND
VARIOUS OF THE WINDOWS AT THE PROPERTY IS AT OR NEAR THE END OF ITS USEFUL LIFE. BUYER
ACKNOWLEDGES THAT IT SHALL PERFORM ITS OWN DUE DILIGENCE RELATIVE TO THE PHYSICAL
CONDITION OF THE PROPERTY AND THE MAINTENANCE ITEMS IDENTIFIED IN THIS SECTION 9.1. 



        NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER IS
ACQUIRING THE PROPERTY “AS IS” AND “WHERE IS”, AND “WITH ALL
FAULTS”, AND THAT NEITHER SELLER, NOR THE PROPERTY MANAGER, NOR THE SALES ADVISORS,
NOR ANYONE ELSE ACTING ON THEIR BEHALF HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, OTHER THAN AS EXPRESSLY RECITED HEREIN, WITH RESPECT TO THE TITLE, QUALITY,
PHYSICAL CONDITION, VALUE OF THE PROPERTY OR IMPROVEMENTS THEREON, INCOME TO BE DERIVED
FROM THE PROPERTY, EXPENSES OF OPERATING THE PROPERTY, QUALITY OF CONSTRUCTION OR
MATERIALS AND/OR THE STATE OF REPAIR OF THE PROPERTY, OR ANY OTHER MATTER OR THING
AFFECTING OR RELATED TO THE PROPERTY OR THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF HABITABILITY, WARRANTIES OF MERCHANTABILITY AND/OR 







21




FITNESS FOR A PARTICULAR
PURPOSE), WHICH MIGHT BE PERTINENT IN CONSIDERING THE MAKING OF THE PURCHASE OF THE
PROPERTY OR THE ENTERING INTO OF THIS AGREEMENT; AND BUYER DOES HEREBY EXPRESSLY
ACKNOWLEDGE THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. BUYER DOES HEREBY FURTHER
EXPRESSLY ACKNOWLEDGE AND AGREE THAT SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY,
AND IS HEREBY RELEASED WITH RESPECT TO, ANY REPRESENTATIONS, WARRANTIES, GUARANTEES,
PROMISES, STATEMENTS, OR INFORMATION PERTAINING TO THE PROPERTY MADE OR FURNISHED BY THE
PROPERTY MANAGER, THE SALES ADVISORS, OR ANY OTHER BROKER, AGENT, EMPLOYEE, CONTRACTOR,
ATTORNEY, CONSULTANT, OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER DOES HEREBY EXPRESSLY ACKNOWLEDGE
AND AGREE THAT NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXCEPT THOSE SET FORTH IN
ARTICLE II OF THIS AGREEMENT, HAVE BEEN MADE DIRECTLY OR INDIRECTLY TO BUYER OR PERSONS ON
BEHALF OF BUYER BY SELLER, THE PROPERTY MANAGER, THE SALES ADVISORS, OR ANY OTHER BROKER,
AGENT, EMPLOYEE, CONTRACTOR, ATTORNEY, CONSULTANT OR OTHER PERSON REPRESENTING SELLER OR
PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE PROPERTY, AND THAT ANY STATEMENTS
WHATSOEVER MADE OUTSIDE OF ARTICLE II ARE NOT MATERIAL AND HAVE NOT BEEN RELIED UPON BY
BUYER. 



        9.2        
Matters Relating to Information Supplied to Buyer. Buyer acknowledges that
Seller has previously delivered, caused to be delivered or made available to Buyer certain
information relating to the leasing, management and operation of the Property and Buyer
has been afforded the opportunity to verify and confirm independently such information on
or prior to the date hereof. Buyer acknowledges that the information Seller has furnished
to it includes highly confidential, proprietary information. Buyer agrees that such
information has been and will be used for the sole purposes of ascertaining the
desirability and efficacy of acquiring the Property. Buyer further agrees that any
statements whatsoever made by Seller or Seller’s agents or consultants to Buyer or to
Buyer’s agents or consultants with regard to such information outside of Article II
hereof are not material and have not been relied upon by Buyer. 



        9.3        
Remedies. 



          		          
    (a)       
               Failure of a Condition Precedent. In the event the sale of
               the Property does not close by the date fixed therefor owing to failure of
               satisfaction of a condition precedent to Buyer’s obligations, the Deposit
               shall be returned and refunded to Buyer promptly after the termination of this
               Agreement, whereupon neither party shall have any further liability hereunder
               except as expressly specified herein to the contrary. 



               



          		          
    (b)       
               Seller Breach. If the sale of the Property is not closed by
               the date fixed therefor owing to failure of performance by Seller, the Deposit
               shall be returned and refunded to Buyer, without prejudice to any other of
               Buyer’s rights or remedies at law or in equity, including, but not limited
               to, specific performance. 



               







22




          		          
    (c)       
               Buyer Breach. If the sale of the Property is not closed by the date fixed
               therefor owing to failure of performance by Buyer, the Deposit shall be
               forfeited by Buyer and paid over to Seller, it being expressly acknowledged and
               agreed that in the event of the breach of any of the representations and
               warranties, covenants or agreements of Buyer in this Agreement (exclusive of any
               breach by Buyer of the provisions of Sections 3.2 or 10.12 of this Agreement and
               any indemnification or other obligation which by its terms survives the Closing
               or termination of this Agreement), Buyer’s liability hereunder for such
               breach shall not exceed the amount of the Deposit in the aggregate, Seller
               hereby releasing Buyer from any liability beyond such amount of monetary damages
               other than with respect to claims arising out of any willful misconduct or
               fraudulent act (or failure to act) of Buyer or Buyer’s officers, employees,
               agents, contractors, servants or representatives relating to the obligations of
               Buyer hereunder. 



               



        9.4        
Limitation on Seller’s Liability. It is expressly acknowledged and
agreed that in the event of the breach of any of the representations and warranties or
covenants, agreements and indemnities of Seller in this Agreement, Seller’s liability
hereunder shall not exceed the amount of $500,000 in the aggregate, Buyer hereby releasing
Seller from any liability beyond such amount of monetary damages other than with respect
to claims arising out of any willful misconduct or fraudulent act (or failure to act) of
Seller or Seller’s officers, employees, agents, contractors, servants or
representatives relating to the obligations of Seller hereunder. It is further expressly
acknowledged and agreed that Seller shall have no liability whatsoever with respect to the
representations and warranties in Article II therefor subsequent to December 31, 2004, and
Buyer hereby releases Seller, effective as of December 31, 2004, from any such liability
therefor. 



ARTICLE X 



MISCELLANEOUS
PROVISIONS 



        10.1          
Binding Agreement. This Agreement shall be binding on and shall inure to the
benefit of the parties named herein and to their respective heirs, administrators,
executors, personal representatives, successors and assigns. 



        10.2          
Assignment. Seller may assign all or any part of its rights, interests or
obligations hereunder. Buyer may not assign its rights or interests hereunder or delegate
its duties hereunder without the prior written consent of Seller; provided,
however, that Buyer (Triple Net Properties, LLC) may assign its rights and
interests to an affiliated entity which is directly or indirectly wholly owned by Buyer
(Triple Net Properties, LLC) or which is under common control with Buyer (Triple Net
Properties, LLC) or is managed by Buyer (Triple Net Properties, LLC) provided that
notice of such assignment shall be furnished in writing to Seller at least five (5)
business days prior to the date of Closing, accompanied by copies of the assignment and
assumption documentation, pursuant to which (i) the assignee shall assume in writing all
representations, warranties, covenants, assignments and other obligations of
“Buyer” hereunder for the benefit of Seller, its successors and assigns (and
such assumption shall contain representations and warranties as to the assignee similar to
those set forth in Section 3.1 hereof 







23




as to the assignor, and shall be delivered to Seller
with the notice of assignment) and (ii) Buyer (Triple Net Properties, LLC) shall not be
released from any liability hereunder on account of such assignment, but shall be and
shall remain co-maker and co-obligor with the assignee, jointly and severally, in all
respects concerning the representations, warranties, covenants, agreements and other
obligations of “Buyer” under or in connection with this Agreement, including,
but not limited to, the obligations under Section 1.3 hereof and the other obligations
that survive Closing hereunder. In the event Buyer elects to assign its rights hereunder
after the date upon which Seller shall have delivered certain third party documents
(including, but not limited to, the LCRA Estoppel Certificate, Estoppel Certificates and
SNAs) for signature, Buyer agrees that Seller shall have no obligation to have such
documents reissued or re-executed and Buyer shall have no right to delay Closing or
terminate this Agreement if Seller delivers said documents bearing the name of Buyer
(Triple Net Properties, LLC). 



        10.3        
Notices. All notices, requests, demands and other communications hereunder
shall be deemed to have been duly given if the same shall be in writing and shall be
delivered personally, sent by registered or certified mail, postage pre-paid, delivered by
expedited prepaid delivery services, either commercial or United States Postal service,
with proof of attempted delivery, or by telecopier (with answer back acknowledged), and
addressed as set forth below: 



             
(a)        If to Buyer: 


	  	Triple Net Properties, LLC

                           1551 North Tustin Avenue, Suite 200

                           Santa Ana, California 92705

                           Attention:  Theresa Hutton

                           Facsimile: (714) 918-9102




	  	With copies to:


                           Hirschler Fleischer, PC

                           701 East Byrd Street

                           Richmond, Virginia 23218-0500

                           Attention: Joseph J. McQuade, Esq. and Louis J. Rogers

                           Facsimile: (804) 644-0957






             
(b)        If to Seller: 




	  	EBS Building, L.L.C. 

c/o FTI Consulting, Inc. 

1200 Abernathy Rd., Suite 1700

600 Northpark Town Center

Atlanta, Georgia 30328

Attention: Mr. Keith F. Cooper

Facsimile: (770)551-8267










24






	  	With copies to:


                           Heitman Capital Management LLC

191 N. Wacker, Suite 2500

Chicago, IL 60606 

Attention: Mr. Lauren D. Hogan 

Facsimile: (312) 541-6789





	  	and with copies to:


Bryan Cave LLP 

211 North Broadway, Suite 3600 

St. Louis, Missouri 63102 

Attention: Harold R. Burroughs, Esq. 

Facsimile: (314) 259-2020







        Any
party may change the address to which notices are to be addressed by giving the other
parties notice in the manner herein set forth. A notice shall be deemed to have been
given: in the case of hand delivery, at the time of delivery; in the case of registered or
certified mail, when delivered or the first attempted delivery on a business day; or in
the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on
a business day. 



        10.4        
Nature of Representations, Warranties, Covenants and Agreements. Except for
the covenants and agreements which by the express terms set forth herein survive the
Closing, the representations and warranties, covenants, agreements and indemnities made by
Seller and contained in this Agreement shall be merged into the delivery of the Special
Warranty Deed and the other conveyance documents identified in Section 1.6 hereof upon
Closing. 



        10.5        
Governing  Law.  This  Agreement  shall be construed and  interpreted  according to the laws of the State of Missouri. 



        10.6        
Time of the Essence.  Time is of the essence with respect to each and every provision of this Agreement.



        10.7        
Performance on Business Days. If any date for the occurrence of an event or
act under this Agreement falls on a Saturday or Sunday or legal holiday in the State of
Missouri, then the time for the occurrence of such event or act shall be extended to the
next succeeding business day. 



        10.8        
Schedules and Exhibits. From and after the date hereof, should Seller obtain
any information which should be disclosed on a schedule in order to make the related
disclosure, representation or warranty complete, true and accurate in all material
respects, Seller shall so advise Buyer by written notice, which notice shall contain a
description of such information. In the event such information has a material adverse
effect on the value of the Property, in Buyer’s reasonable determination, Buyer shall
have the right to terminate this Agreement by written notice to Seller delivered within
two (2) business days of 







25




the date of Seller’s notice to Buyer. Notwithstanding the
foregoing, in the event the information reported by Seller has a material adverse effect
on the value of the Property but is capable of cure, Seller shall have the right to
(a) cure the same (including a right to extend Closing for a period not to exceed sixty
(60) days to complete such cure) or (b) to negotiate with Buyer for a reasonable credit to
the Purchase Price to offset such material adverse effect. Buyer and Seller hereby agree
to negotiate said credit in good faith and if no agreement as to the reasonable credit can
be reached within ten (10) business days, Buyer shall have the right to terminate this
Agreement and the Deposit shall be returned to Buyer. In the event Buyer does not exercise
its termination option or such information does not have such a material adverse effect,
such information shall be deemed to have been added to the appropriate schedule(s) without
any further action of Buyer or Seller. 



        10.9        
Entire Agreement. This Agreement, together with all the Exhibits attached
hereto and incorporated by reference herein, constitutes the entire undertaking between
the parties hereto, and supersedes any and all prior agreements, arrangements and
understandings between the parties. 



        10.10        
Counterparts.  This Agreement be executed in counterparts, each of which shall constitute an original.



        10.11        
Facsimile Delivery. Delivery of executed copies of this Agreement by
facsimile shall constitute valid and binding delivery of this Agreement. Any party
executing this Agreement and delivering executed copies of this Agreement by facsimile
shall concurrently send an original executed Agreement to the other party, but failure to
do so shall not affect the validity of the facsimile copy. 



        10.12        
Confidentiality/Publicity. Seller and Buyer hereby covenant and agree that
at all times after the date of execution hereof and continuing after Closing, unless
consented to in writing by the other party, no press release or other public disclosure
concerning this transaction shall be made, and each party agrees to use best efforts to
prevent disclosure of this transaction. Buyer further agrees that all of the terms,
conditions and other provisions of this Agreement and all surveys, reports and the like,
including, without limitation, environmental reports, submitted to Buyer in the course of
the inspections and evaluations of the Property shall be held in strict confidence, except
to the extent disclosure is necessary in order to comply with applicable governmental
laws, rules or regulations, including securities laws. The provisions of this Section
10.12 shall survive Closing or any termination of this Agreement. The provisions of this
Section 10.12 shall not prevent Buyer from disclosing the transaction contemplated by this
Agreement to brokers and prospective investors. 



        10.13        
Attorneys’ Fees and Costs. In the event suit or action is instituted to
interpret or enforce the terms of this Agreement, or in connection with any arbitration or
mediation of any dispute, the prevailing party shall be entitled to recover from the other
party such sum as the court, arbitrator or mediator may adjudge reasonable as such
party’s costs and attorney’s fees, including such costs and fees are incurred in
any trial, on any appeal, in any bankruptcy proceeding (including the adjudication of
issues peculiar to bankruptcy law) and in any petition for review. Each party shall also
have the right to recover its reasonable costs and 







26




attorney’s fees incurred in
collecting any sum or debt owed to it by the other party, with or without litigation, if
such sum or debt is not paid within fifteen (15) days following written demand therefor.
The provisions of this Section 10.13 will survive Closing or any termination of this
Agreement. 



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. 


	  	TRIPLE NET PROPERTIES, LLC 





	  	By: 	 /s/ Anthony W. Thompson 
 
	  		Name: Anthony W. Thompson

                                                          Title: President
	  		“Buyer” 






	  	EBS BUILDING, L.L.C. 




	  	By: 	FTI Consulting, Inc., its Manager 





	  	By: 	 /s/ Keith F.Cooper 
 
	  		Keith F. Cooper

                                                          Senior Managing Director 
	  		“Seller” 









27







EXHIBIT A 



LEGAL DESCRIPTION: 



A tract of land being Block 119, part
of Block 118, the part of St. Charles Street, 50 feet wide, vacated by Ordinance No. 58574
and that part of a 7.5 foot wide alley in Block 118 vacated by Ordinance No. 58533, in the
City of St. Louis, Missouri and being further described as follows: Beginning at a point
on the East line of Sixth Street, 60 feet wide, at its intersection with the South line of
vacated St. Charles Street, 50 feet wide, said point being the Northwest corner of Block
118; thence North 1 degree 54 minutes 12 seconds East, 49.93 feet across vacated St.
Charles Street to the Southwest corner of Block 119; thence along the East line of Sixth
Street, North 0 degrees 09 minutes 53 seconds West, 150.46 feet to its intersection with
the South line of Washington Avenue, 80 feet wide, said point being the Northwest corner
of Block 119; thence along the South line of Washington Avenue, North 89 degrees 54
minutes 07 seconds East, 270.40 feet to its intersection with the West line of Broadway,
80 feet wide, said point being the Northeast corner of Block 119; thence along the West
line of Broadway, South 0 degrees 11 minutes 45 seconds East, 149.97 feet to its
intersection with the North line of vacated St. Charles Street, said point being the
Southeast corner of Block 119; thence South 2 degrees 26 minutes 11 seconds West, 50.14
feet across vacated St. Charles Street to the Northeast corner of Block 118; thence
continuing along the West line of Broadway, South 2 degrees 33 minutes 22 seconds West,
13.64 feet to a point on the East line of Block 118; thence leaving said point and running
North 87 degrees 2 minutes 23 seconds West 269.68 feet to the point of beginning according
to survey by The Clayton Engineering Company February, 1998. 








28







EXHIBIT B 



PERSONAL PROPERTY 



	Breakrooms	 		 		 		 		 		 		 
		 	Microwave	 	Ice Machine	 	Refrigerator	 	Tables	 	Chairs	 	Trashcans	 
	Storage	 		 		 		 		 		 		 
	10th Floor	 	1	 	1	 	1	 	13	 	30	 	2	 
	9th Floor	 		 	1	 	1	 	5	 	19	 	1	 
	8th Floor	 		 	1	 	1	 		 		 	1	 
	7th Floor	 		 	1	 	1	 		 		 		 
	6th Floor	 	1	 	1	 	1	 		 		 		 
	5th Floor	 	1	 	1	 	1	 	1	 	12	 	2	 
	2nd Floor	 	1	 	1	 		 	4	 	20	 		 





	
Lobby Shop  	1 True M-GDM 72
Refridgerator
1 True M-GDM 35F Freezer	 




	Founders Hall Kitchen 	1 Dishwasher
1 Refrigerator
1 Coffee
Maker 	 




	1st Floor Lobby Furniture 	3 Rugs
8 Leather
Chairs
2 Granite 
Tables	1 Directory

3 Glass Tables

2 Leather Benches  




	Weight Room	2 Televisions
2 Tread Mills

1 Elliptical

2 Stationary Bicycles

1 Three Station Universal Machine

1 Detecto Scale [Model 439 in women's locker room] 	1 Rack of Free Weights
1 Military Rack with Weights

                                 2 Weight Benches

                                 1 Leg Press

                                 1 DVD/VCR player 




	Meeting Room Equipment 	5 Microphone Stands

 1 VCR

 1 Video Projector

 6 Microphones

 27 Microphone Cables


4 Speakers

 1 CD Player



 4 Speaker Stands	4 10" Lenses for Projectors

       1 Turntable

       2 Overhead Projectors

       3 Portable Screens

       3 Easels

       4 Flip

       Charts

       540 Chairs

       32 6ft

       Tables 










29


		
 1 Microphone Mixer

 1 Power Mixer

 3 Slide

 Projector

 11 Slide

 Trays
    	
       4 5ft

       Tables

       9 Trashcans


       1 Wireless Microphone


       2 Cassette Players 




	Courtyard Furniture 	20 Tables

 58 Chairs

 2 Microwaves     [SS1304156]  	17 Benches
6 Trashcans     [PP1032] 




	Office Equipment 	  1 Digital

  Camera     [Dimage S141]

  2 Dell

  Monitors     [#LCD1550V-BK]

  2 Dell     [Optiplex GX240;Tag FTLL911,  

  Computers     GTL911]                       

  1 Dell

Computer     [Optiplex GX240;  Tag F2K1811]



  3 Printers

  1 Fax Machine     [Imagistics 1500 #1504959]    

  1 Label Maker

  1 3-Hole

  Punch

  1 Refrigerator

  1 Tape Gun
 	1 Toshiba Copy Machine
1 Copystar Copy Machine (leased)
1 Microwave
8 Telephones $947.99

2 Calculators
1 Binding Machine
4 Staplers
1 2-Hole Punch
1 Shredder
Assorted Office
Supplies




	Office Furniture  	3 Chair black 

 tub

 2 End tbl glass/glass

 1 Executive desk cordovan

 1 Ex lh dsk cord lam

 1 Bridge ex u cord lam

 1 LH Bull desk left cord 

 1 Ex U dsk left cord

 Ex Lh cred 

 lft lat

 1 Ex LH Ret cordovan

 1 Ex Rh Ret Rh Cord

 1 Transaction Counter

 3 Lat File 2 drw cordo

 1 Guest chair black

 2 Auxillary midnight chair        	1 Store cred cord walnut

                                                  1 Store cred cord walnut

                                                  1 Knee cred 66" cord walnut

                                                  1 Hutch 72" clsd cord

                                                  1 Conf Table 6' rectangle

                                                  1 Conf Table top rect

                                                  2 Exec chair black

                                                  1 Exec chair black

                                                  6 Exec chair ult black lthr

                                                  1 Jr Ex chair black

                                                  2 Auxillary midnight chair

                                                  2 Guest chair black  




	Security Equipment  	7 Security Monitors

 5 Security VCR's

 26 Surveillance Cameras    

 1 Security Quad Processors 

 1 Security Camera Processor  	1 Camera Controller

                                                        1 16 Channel Multipelexer

                                                        1 Refrigerator

                                                        1 Sony Watchman  










30



	Security Furniture  	 1 Keyboard w/mouse tray

 8 Panel geycable mgt

 2 24" Work Surface

 1 Surface corner surface

 2 Counter 48" straight cap

 1 Counter corner cap

 3 Connector 2 way 47"    	1 Receptacle duplex A

                                                      1 Receptacle duplex B

                                                      1 Receptacle duplex C

                                                      1 Ped file locking free stand

                                                      1 Palm rest 18"

                                                      1 End cap panel 47"  




	Maintenance Shop Equipment & Supplies 	  
	 	1 computer system [tag # 6YK3801]


 1 laptop  [Inspiron 1100 #FBBY4P31 ]
 

 1 fax machine

 3 BMS Computer Terminals

 1 Wheel Puller

 1 Spool Feed Wire

 2 Boxes Welding Rods

 1 Pressure Regulator

 1 Cutting Torch Set

 1 B Tank Set

 1 Welder

 1 Welding Mask

 1 Pair Welding Gloves

 1 Socket Set With Opening

 1 Bench Grinder

 1 Drill Press

 3 Large Pipe Wrenches

 1 Pipe Thread Cutting Set

 1 Thread Cutting Oiler

 2 Large Clamps

 1 Hacksaw

 1 Electric Bandsaw

 3 Space Heaters

 Cans of Degreaser 

 10 Ladders

 Miscellaneous Cleaners

 1 Duct Lift

 1 Scaffold

 2 Tube Cleaning Machine

 11 Pallets Used Light Fixtures

 3 Extension Cords

 Large Zip Ties

 1 Box Heating Elements

 3 Boxes Brushes

 2 Grease Guns   	2 Magnahelics

                                            1 Ice Chipper

                                            1 Farm Jack

                                            1 3/4" Conduit Bender

                                            1 Crowbars

                                            1 Sledgehammer

                                            1 Set 1000 Volt Nut Drivers

                                            1 Tap & Die Set

                                            1 Large Socket Set

                                            3 Bottle Jacks

                                            1 Torque Wrench

                                            1 Chisel Set

                                            1 Recovery Tanks

                                            1 Dremel

                                            1 Hole Saw Kit

                                            1 Label Maker

                                            5 Battery Chargers for Cordless Tools

                                            1 Infared Thermometer

                                            2 Drill Bit Sets

                                            1 Dewalt Flashlight

                                            2 12 Volt Cordless Drill

                                            1 18 Volt Cordless Drill

                                            1 1/2" Drill

                                            1 Sawzall

                                            1 Socket Set

                                            1 Remington Nail Gun

                                            1 Impact Wrench

                                            1 Circular Saw

                                            1 Portable Band Saw

                                            1 Large Wrench Set

                                            1 4' Level

                                            1 Bolt Cutter

                                            1 1" Cable Cutter

                                            1 18" Pipe Wrench

                                            1 2lbs Hammer  










31



	 	1 Cordless Caulk Gun

  4 Caulk Gun

  6 Roller Cages

  Tubes Misc. Caulk 

  2 Stencil Sets

  25 Rolls Air Handler Insulation

  10 Paint Rollers

  2 Paint Mixers

  1 Box Ceiling Tile Paint

  4 Paint Pans

  9 Rolls Masking Tape

  1 Set Allen Screws

  1 E Clip Kit

  35 Gallon Misc. Paint

  1 Hedge Trimmer

  4 Lockers

  2 Cabinets of Assorted Fasteners 

  1 Ice Machine

  1 Refridgerator

  4 Pairs Rubber Boots
  1 Microwave
  1 Coffee Maker

  1 Temp Scribe

  1 Snap Ring Kit

  1 Personnel Lift

 15 Gallon Laticrete

  2 Bags Laticrete

  9 Boxes of Wall Tile

  1 Set Refrigerant Gauges

  1 Tube Silver Solder

  1 Box 12 Volt Batteries 

  1 Box Chiller Brushes

  5 Gallons Melt Down

  1 Drywall Cart

  2 Shop Vacs

  2 Push Carts

  2 Drain Cleaning Machines

  1 Pallet Jack

  1 Dock Plate

  3 Angle Grinder	1 Metal Wire Mesh

                                                 1 Key Hole Saw

                                                 1 Key Cutting Machine

                                                 1 Key Punch Machine

                                                 3 Blue Print Racks

                                                 1 Drawing Table

                                                 3 Tool Chest With Assorted Hand Tools

                                                 4 Push Brooms

                                                 1 Spot Cooler

                                                 1 Paper Cutter

                                                 1 Portable Air Tank

                                                 12 Can Lights

                                                 1 Replacement Window

                                                 1 Pallet Floor Tile

                                                 2 Pallet Granite Panels

                                                 1 Pallet of Carpet

                                                 1 Pallet of Bricks

                                                 15 Boxes Ceiling Grid

                                                 2 Ped. Fan

                                                 1 Pallets Ice Melt

                                                 1 Christmas Tree

                                                 1 Wheel Horse Lawn Tractor

                                                 1 Snow Blower

                                                 1 Snow Blade

                                                 2 Salt Spreaders

                                                 1 Battery Charger

                                                 1 Hose Cart

                                                 1 Electric Power Washer

                                                 1 Rolling Sprayer

                                                 1 Electric Lift

                                                 1 battery charger for electric lift

                                                 15 Assorted Doors

                                                 20 Sinks

                                                 1 Toilet

                                                 10 Urinal

                                                 25 Fire Extinguishers

                                                 33 Boxes Assorted Filter Bags

                                                 28 Cases New Ceiling Tile

                                                 6 Cases Old Ceiling Tile  




	HVAC Parts  	4 Warrick Switches 1G1D0 
4 480 to 120v Transformers  	21 Air Handler Repair Parts
2 Drums of R11 Refrigerant  










32



	  	14 Furnas Contactors 42BE35AF478 

  1 Filter Pump Motor

  2 Circuit Setters CB-1/2

  6 Generator Fuel Filters

  22 Quarts Motor Oil

  13 Gallon Refrigerant Oil

  1 Circulation Pump Assembly      	150 Pneumatic Controls

                                                   50 Trane Repair Parts

                                                   8 Box Flex Duct

                                                   15 MIS Rigid Duct

                                                   2 Box Pipe Insulation

                                                   8 Transformers 636-111-500  




	Belts  	Assortment of Belts  	  




	Copper Fittings  	Assortment of Copper Fittings  	  




	Black Iron Fittings  	Assortment of Black Iron Fittings  	  




	PVC Pipe Fittings  	Miscellaneous PVC Pipe Fittings  	  




	Plumbing Parts   	6 Zurn Faucets

  1 O-Ring Kit

  1 Closet Seat Tool

  20 1/2' Chrome Supply Lines

  1 Box Used Speakmen Parts

  1 Box Used Zurn Parts

  Tubes

  Aerators 

  Zurn

  Cartridges

  1 Spud Wrench 

  Speakman Cartidges

  1 Drawer Speakman Faucet Parts

  Assorted Ball Valves

  Sloan Repair Parts

  Assorted Meyers Hubs

  1 Mapp Gas Torch

  1 Insinkerator

  1 Box Insinkerator Parts

  10 Soap Dispensers

  1 Drinking Fountain Repair Kit

  20 #5 Wax rings

  25 #2 Wax Rings

  2 2-1/2" Watts Gasket Kits      	 3 Booster Pump Rebuild Kits

                                                     4 Drain Plugs

                                                     2 AP217  Water Filters

                                                     1 CFS157 Water Filter

                                                     4 Stainless Covers

                                                     200 Assorted Pipe Hangers

                                                     1 Box Assorted No Hub Fittings

                                                     7 Box Assorted Sink Drain Parts

                                                     3 Box Assorted Flush-O-Meter Used Parts

                                                     3 1-1/4" P Trap Drain Kits

                                                     14 Hadicap Drain Kits

                                                     8 Bee Hive Strainers

                                                     5 Speakman Faucets

                                                     1 Frost Free Hose Bib

                                                     6 1-1/4" Spud Flange Assemblies

                                                     1 Box Hose Repair Parts

                                                     8 1-1/4" Spuds

                                                     19 1-1/2" Spuds

                                                     19 3/4" Spuds

                                                     2 Pipe Cutters  




	Fuses  	 Assortment of Fuses 	  










33



	Electrical Parts   	15 Boxes of Conduit Fittings

  42 Assorted Breakers

  42 Various Fire Alarm Parts 

  5 277 - 24 Volt Transformer  	6 Vaper Tight Lights

6 Replacement Vaper Tight Globes
1 Box G.E. Indicator Lights & Switches

1 Shelf Spool Wire Assortment
3 Boxes Wire Nut Assortment
  




	Light Bulbs  	Assorted Flood Lamps

                               Assorted Florescent Bulbs

                               Assorted Miscellaneous Lightbulbs 	  




	Ballasts  	Miscellaneous Ballasts	  











34





EXHIBIT C 



SCHEDULE OF LEASES 



Baird, Kurtz & Dobson

          (No Security Deposit)


          Lease dated May 28, 1999

          First Amendment to Lease dated August 3, 2000

          Second Amendment to Lease dates September 29, 2003






Blattz, Inc

          (No Security Deposit)


          Lease dated February 5, 2003






Federal Reserve Bank of St. Louis

          (No Security Deposit)


          Lease dated October 6, 2003

          First Amendment to Lease dated April 12, 2004






Jacobs Engineering Group, Inc.

          (No Security Deposit)


          Lease dated February 22, 2001

          First Amendment to Lease dated August 16, 2001






Jefferson Wells International

          (Cash Security Deposit of $4,252.50)


          Lease dated August 14, 1998

          First Amendment to Lease dated February 8, 2000






Michael Fox, Inc.

          (No Security Deposit)


          Lease Undated

          First Amendment to Lease dated January 31, 1995

          Second Amendment to Lease dated December 17, 2000

          Third Amendment to Lease dated February 10, 2003







35








Milliman & Robertson, Inc.

          (No Security Deposit)


          Lease dated July 13, 2000

          Storage Lease dated August 24, 2000

          First Amendment to Lease dated September 26, 2003






Seabury & Smith, Inc.

          (No Security Deposit)


          Lease dated October 18, 2000

          First Amendment to Lease dated December 1, 2000

          Second Amendment to Lease dated February 28, 2001






Stifel Financial Corp. and Stifel, Nicolaus & Company, Incorporated

          (No Security Deposit)


          Lease dated September 30, 1998

          First Amendment to Lease dated December 1, 1998

          Second Amendment to Lease dated February 1, 1999

          Third Amendment to Lease dated September 1, 1999

          Fourth Amendment to Lease dated November 1, 1999

          Fifth Amendment to Lease dated June 11, 2001






White Coleman & Associates, LLC

          (Cash Security Deposit of $5,224.42)


          Lease dated June 22, 2001






SCHEDULE OF SUBLEASES






University of Phoenix, Inc

          (No Security Deposit)


          Sublease dated January 30, 2004








36







SCHEDULE OF LICENSE AGREEMENTS






University of Phoenix, Inc (Meeting Room Usage)

          (No Security Deposit)


          Service Agreement dated December 1, 2003






Mark Sgroi d.b.a. Air Care Road Care (Car Wash Services)

          (No Security Deposit)


          Service Agreement dated November 23, 2003








37





EXHIBIT C-1 



SCHEDULE OF MATERIAL
TENANT DEFAULTS 



Stifel Financial Corp. and Stifel,
Nicolaus & Company, Incorporated (collectively, “Stifel”) is in monetary
default of its Lease obligations for failure to pay $11,400.00 in under-usage fees for
Building meeting rooms in calendar year 2003 within thirty (30) days of receipt of
Seller’s invoice for the same (said invoice was issued in January, 2004) as required
by Section 23.31 of its Lease. 








38





EXHIBIT D 



SCHEDULE OF CONTRACTS 




	VENDOR	 	SERVICE
PROVIDED	 	EXPIRATION
DATE	 	CERTIFICATE
OF
INSURANCE	 
	
 		
 		
 		
 	
	ABM	 	Janitorial	 	2/28/2005	 	Yes	 
	Ambassador Valet Parking	 	Valet Parking	 	12/31/2004	 	Yes	 
	Chartwell	 	Vending	 	12/31/2004	 	Yes	 
	Fabick Power Systems	 	Generator Maintenance	 	10/31/2004	 	Yes	 
	Guardian Fire Protection	 	Fire/Life Safety	 	12/31/2004	 	Yes	 
	Hercules Window Cleaning	 	Window Cleaning	 	12/31/2004	 	Yes	 
	Initial Tropical Plant Services	 	Interior Plant Service	 	12/31/2004	 	Yes	 
	Jarrell Contracting	 	Chiller Maintenance	 	1/31/2005	 	Yes	 
	Johnson Controls	 	Fire Detection/Mgmt Systems	 	*2/28/2005	 	Yes	 
	Mid America Metals	 	Metal Polishing	 	12/31/2005	 	Yes	 
	MidWest Waste	 	Trash removal	 	3/14/2005	 	Yes	 
	Muzak	 	Commercial Television	 	2/28/2005	 	Yes	 
	Otis Elevator	 	Elevator Service	 		 	Yes	 
	Pitney Bowes	 	Metered Mail	 	30 day
cancellation	 	Yes	 
	Quality Water Treatment	 	Water Treatment	 	12/31/2004	 	Yes	 
	Rottler Pest Control	 	Exterminator	 	12/31/2004	 	Yes	 
	Sunshine Recycling	 	Recycling	 	4/30/2005	 	Yes	 
	Whelan Security	 	Security Guards	 	12/31/2004	 	Yes	 
	Woodard Contract	 	Carpet Cleaning	 	12/31/2004	 	Yes	 





		 	*   Johnson Controls contract will auto renew until 2/28/06

                                                    if notice to cancel is not given prior to date above.	 











39





EXHIBIT E 



LEGAL DESCRIPTION OF
PARKING GARAGE PROPERTY 



A tract of land being part of Block
118 together with the vacated North and South Alley and portions of the following vacated
streets: Broadway, Locust Street and Sixth Street, in the City of St. Louis, Missouri, and
described as follows: 



Beginning at a point on the East line
of Sixth Street, 60 feet wide at its intersection with the South line of former St.
Charles Street, 50 feet wide, as vacated by Ordinance No. 58574, said point being the
Northwest corner of City Block 118 and the Westernmost corner of the property conveyed to
Edison Brothers Redevelopment Corporation by deed recorded in Book 338M Page 830 of the
St. Louis City Records; thence leaving said point and running along the line of said
Edison Brothers Property, South 87 degrees 22 minutes 23 seconds East, 269.68 feet to a
point on the Eastern line of City Block 118, thence along said Eastern Block line, North 2
degrees 33 minutes 22 seconds East, 2.00 feet to a point on the North line of that portion
of Broadway as vacated by Ordinance No. 58656; thence along the North line of said vacated
area South 87 degrees 22 minutes 23 seconds East 13.33 feet to the Northeast corner
thereof; thence along the Eastern line of the portion of Broadway, as vacated, South 2
degrees 33 minutes 22 seconds West, 275.33 feet to an angle point therein; thence South 50
degrees 50 minutes 47 seconds West, 17.97 feet to a point on the South line of that
portion of Locust Street as vacated by Ordinance No. 58656; thence along the South line of
said vacated area, North 87 degrees 22 minutes 23 seconds West, 268.51 feet to an angle
point therein; thence North 39 degrees 14 minutes 03 seconds West, 20.11 feet to a point
on the Western line of that portion of Sixth Street, as vacated by Ordinance No. 58656;
thence along the West line of said vacated area, North 2 degrees 37 minutes 07 seconds
East, 271.67 feet to the Northwest corner thereof; thence along the North line of said
vacated portion of Sixth Street South 87 degrees 22 minutes 23 seconds East, 12.0 feet to
a point on the East line of Sixth Street; thence along said street line, South 2 degrees
37 minutes 07 seconds West 1.33 feet to the point of beginning. 








40





EXHIBIT F 



RECEIPT FOR DEPOSIT 



        Received
this day of June, 2004, from TRIPLE NET PROPERTIES, LLC, the sum of One Million and No/100
Dollars ($1,000,000.00) paid to be held in escrow as an earnest deposit pursuant to the
terms of Section 1.2 of that certain Purchase and Sale Agreement, dated as of June __,
2004, by and between Triple Net Properties, LLC, as Buyer, and EBS Building, L.L.C.,
as Seller, and relating to the purchase and sale of One Financial Plaza, in the City of
St. Louis, State of Missouri. 


	 	TITLE INSURERS AGENCY, INC. 




	  	By: 	  
 


	  		Name: 	  
 


	  		Title: 	  
 








41





EXHIBIT G 



LEASE ESTOPPEL
CERTIFICATE 



	LEASE DATE: 	  
 




	LANDLORD: 	EBS Building, L.L.C. 




	TENANT: 	  
  




	PREMISES: 	Suite _____, One Financial Plaza 




	AREA: 	 __________ Square Feet 






	PROSPECTIVE

PURCHASER: 	Triple Net Properties, LLC, its successors and assigns 





The undersigned Tenant in the above
Lease hereby certifies to Prospective Purchaser and to Landlord as follows: 



             1.        
          That the term of the Lease commenced on _________________, _____, and that
          Tenant is in full and complete possession of the Premises demised under the
          Lease and has commenced full occupancy and use of the Premises, such possession
          having been delivered by Landlord and having been accepted by Tenant. 



             2.        
          That the Lease calls for Monthly Base Rent Installments of $__________ to date,
          and in addition, Tenant is paying an adjustment to Annual Base Rent in the
          amount of $__________ per month which commenced to accrue on
          _____________________, _____. 



             3.        
          That no advance rental or other payment has been made in connection with the
          Lease except rental for the current month, and the Rent has been paid to and
          including ____________________, ____. 



             4.        
          That all of the obligations and conditions under the Lease to be performed to
          date by Landlord or Tenant have been satisfied, free of defenses and setoffs,
          including all construction work in the Premises; except as follows: 



             5.        
          That the Lease is a valid lease and in full force and effect and represents the
          entire agreement between the parties, that there is no existing default on the
          part of Landlord or Tenant in any of the terms or conditions thereof, and no
          event has occurred which, with the passing of time or the giving of notice or
          both, would constitute an event of default, and that said Lease: (check one as
          appropriate)

        (_____) Has not been amended, modified, supplemented, extended,
          renewed or assigned.

        (_____) Has been amended, modified, supplemented, extended,
          renewed or assigned as follows by the following described agreements: 







42




             6.        
          That the Lease provides for a term of __________ months and the term of the
          Lease expires on __________________, ______. 



             7.        
          There is no action, voluntary or involuntary, pending against Tenant under the
          bankruptcy laws of the United States or any state thereof. 



             8.        
          That this Certificate is being made knowing that the Prospective Purchasers and
          Landlord are relying upon the representations made herein. 



             9.        
          This Certificate may be relied upon by the prospective purchaser’s
          mortgagee as if addressed thereto. 



IN WITNESS WHEREOF, the undersigned
Tenant has executed this Lease Estoppel Certificate as of the _____ day of
___________________, 2004. 



TENANT: 


_________________________________




By:______________________________

     Title:___________________________

Date:_____________________________









43





EXHIBIT H 



SPECIAL WARRANTY DEED 



        THIS
DEED, made and delivered this _____ day of ______________, 2004, between EBS BUILDING,
L.L.C., a Delaware limited liability company, having an address at c/o FTI Consulting,
Inc., 1200 Abernathy Rd., Suite 1700, 600 Northpark Town Center, Atlanta, Georgia 30328
(“Grantor”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company, having an address at 1551 North Tustin Avenue, Santa Ana, California 92705
(Grantee”); 




WITNESSETH:




        That
Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, in hand paid by Grantee, the receipt and sufficiency of which are
hereby acknowledged, does hereby Grant, Bargain and Sell, and Convey unto Grantee, its
successors and assigns forever, the real property located in the City of St. Louis, State
of Missouri described on Exhibit A attached hereto and made a part hereof, together
with all improvements thereon and all privileges, tenements, appurtenances and
hereditaments thereto; 



        Subject
only to the lien of general real estate taxes for the current tax fiscal year and
subsequent tax fiscal years, the lien of any special assessments, recorded and unrecorded
leases affecting the real property described on Exhibit A attached hereto, and
those other exceptions set forth on Exhibit B attached hereto and made a part
hereof. 



        The
benefits and obligations hereunder shall inure to and be binding upon the successors and
assigns of the respective parties hereto, and Grantor does hereby warrant title to the
said real property and will defend the same against the lawful claims of all persons
claiming by, through or under Grantor, but none other. 







44




        IN
WITNESS WHEREOF, the undersigned have duly affixed their hands on the date stated above. 


	  	EBS BUILDING, L.L.C. 




	  	By: 	FTI Consulting, Inc., its Manager 




	  	By: 	  
 
	  	 	Keith F. Cooper

                                                           Senior Managing Director
	  	 	Grantor





	  	TRIPLE NET PROPERTIES, LLC




	  	By: 	  
 




	  	By: 	  
 
	  	 	Name:_________________________________

                                                          Title:__________________________________
	  	 	Grantee










45





	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 






        On this _____ day of  _______________,  2004, before me appeared  ____________________,  to me personally known, who,
being by me duly sworn did say that he is the  ______________________ of  ______________________,  a  ______________________,  and that
said  instrument  was  signed  and  sealed  in  behalf  of  said   ______________________   by  authority  of  its  members,  and  said
____________________ acknowledged said instrument to be the free act and deed of said ______________________.



        IN WITNESS WHEREOF I have set my hand and affixed my official seal in the City and State aforesaid, the day and year
first above written.




____________________________

                                                              Notary Public



My commission expires:_______________






	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 







        On this _____ day of ____________,  2004 before me appeared Keith F. Cooper, to me personally known, who, being by me
duly sworn,  did say that he is a Senior Managing  Director of FTI Consulting,  Inc., the Manager of EBS Building,  L.L.C.,  a Delaware
limited  liability  company,  and that said  instrument  was signed in behalf of said limited  liability  company,  by authority of its
Members;  and said Keith F. Cooper  acknowledged  said instrument to be the free act and deed of said limited liability  company.  Said
limited liability company has no seal.



        In testimony whereof, I have hereunto set my hand and affixed my official seal at my office in the said ________ and
State, the day and year last above written.






____________________________

                                                              Notary Public










46




EXHIBIT A TO SPECIAL WARRANTY DEED:

                                                      DESCRIPTION OF THE PROPERTY




LEGAL DESCRIPTION:



A tract of land being Block 119, part of Block 118, the part of St. Charles  Street,  50 feet wide,  vacated by Ordinance No. 58574 and
that part of a 7.5 foot wide alley in Block 118 vacated by Ordinance  No. 58533,  in the City of St. Louis,  Missouri and being further
described as follows:  Beginning at a point on the East line of Sixth  Street,  60 feet wide, at its  intersection  with the South line
of vacated St. Charles Street,  50 feet wide,  said point being the Northwest  corner of Block 118; thence North 1 degree 54 minutes 12
seconds East,  49.93 feet across vacated St. Charles Street to the Southwest  corner of Block 119;  thence along the East line of Sixth
Street,  North 0 degrees 09 minutes 53 seconds West, 150.46 feet to its intersection with the South line of Washington  Avenue, 80 feet
wide,  said point being the  Northwest  corner of Block 119;  thence  along the South line of  Washington  Avenue,  North 89 degrees 54
minutes 07 seconds East, 270.40 feet to its intersection  with the West line of Broadway,  80 feet wide, said point being the Northeast
corner of Block  119;  thence  along the West line of  Broadway,  South 0 degrees  11  minutes  45  seconds  East,  149.97  feet to its
intersection  with the North line of vacated St. Charles  Street,  said point being the Southeast  corner of Block 119;  thence South 2
degrees 26 minutes 11 seconds  West,  50.14 feet  across  vacated  St.  Charles  Street to the  Northeast  corner of Block 118;  thence
continuing  along the West line of  Broadway,  South 2 degrees 33 minutes  22 seconds  West,  13.64 feet to a point on the East line of
Block 118;  thence  leaving  said point and running  North 87 degrees 2 minutes 23 seconds  West 269.68 feet to the point of  beginning
according to survey by The Clayton Engineering Company February, 1998.













47




EXHIBIT B TO SPECIAL WARRANTY DEED

                                                         PERMITTED EXCEPTIONS













48




EXHIBIT I



BILL OF SALE AND ASSIGNMENT



        KNOW ALL MEN BY THESE PRESENTS,  that EBS BUILDING,  L.L.C., a Delaware limited liability company ("Seller"),  having
an address at c/o FTI Consulting,  Inc., 1200 Abernathy Road,  Suite 1700, 600 Northpark Town Center,  Atlanta,  Georgia 30328, for and
in  consideration of the sum of Ten Dollars  ($10.00) and other good and valuable  consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  does by these presents  BARGAIN and SELL,  unto Triple Net  Properties,  LLC, a Virginia  limited  liability
company ("Buyer"),  having an address at 1551 North Tustin Avenue,  Suite 200, Santa Ana,  California 92705, all interest of Seller, if
any, in and to the personal property described more fully on Exhibit A  attached hereto and made a part hereof,  and, to the extent but
only to the extent freely  assignable  by Seller  without the consent of the lessor or vendor  thereunder,  the rights and interests as
lessee under the equipment  and vehicle  leases  relating to those items of leased  personal  property more fully  described as such on
Exhibit B  attached hereto and made a part hereof (which  equipment and vehicle leases Buyer,  by its acceptance and execution  hereof,
assumes and agrees to perform from and after the date hereof).



        SELLER MAKES NO EXPRESS OR IMPLIED  WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE GOODS AND MERCHANDISE  HEREIN
CONVEYED,  INCLUDING,  BUT NOT LIMITED TO, THE  MERCHANTABILITY  OF SUCH MERCHANDISE,  ITS FITNESS FOR ANY PARTICULAR  PURPOSE,  OR ITS
CONDITION OR QUALITY.  AS TO SELLER,  BUYER TAKES SUCH  MERCHANDISE  "AS IS" AND "WHERE IS" AND WITH ALL FAULTS.  SELLER  SHALL,  IN NO
EVENT,  BE LIABLE TO BUYER FOR ANY DIRECT OR  INDIRECT,  SPECIAL OR  CONSEQUENTIAL  DAMAGES  CAUSED,  DIRECTLY  OR  INDIRECTLY,  BY THE
PROPERTY BEING CONVEYED OR ANY INADEQUACY THEREOF OR ANY DEFICIENCY OR DEFECT THEREIN.



        Further,  Buyer  expressly  assumes all risk of loss,  injury,  damage or the like,  arising  from or relating to the
handling,  transportation,  operation or use of the personal  property  being  conveyed on and after the date  hereof,  and Buyer,  its
successors and assigns shall have no recourse against Seller for any such loss, injury, damage or the like.



        By way of further  assurances,  Seller  hereby  undertakes  and  agrees to  execute  and  deliver,  and Buyer  hereby
undertakes and agrees to execute and deliver,  any specific forms of  instruments of assignment  reasonably  required by lessors of the
equipment  described on Exhibit B attached  hereto in order to effect  and/or  confirm the  assignment  of the rights and  interests as
lessee under such equipment leases contemplated hereby.








49






        
IN WITNESS WHEREOF, the undersigned have duly hereunto set their hands on this _____ day of _____________, 2004.




	EBS BUILDING, L.L.C. 	TRIPLE NET PROPERTIES, LLC 




	By: 	   FTI Consulting, Inc., its Manager	  		  




	By: 	  
 	  	By: 	  
 


			 Keith F. Cooper 	  		Name: 	  
 
			 Senior Managing Director 	  		Title: 	  
 









50







[INSERT EXHIBIT A TO BILL OF SALE AND

ASSIGNMENT:  LISTING OF PERSONAL PROPERTY
 EXTRACTED
                           FROM EXHIBIT B TO
 THE AGREEMENT.]










51




[INSERT EXHIBIT B TO BILL OF SALE AND

 ASSIGNMENT:  LISTING OF LEASES OF PERSONAL
 PROPERTY EXTRACTED FROM EXHIBIT B TO THE
 AGREEMENT.]










52





EXHIBIT J-1 



ASSIGNMENT OF
WARRANTIES, 
DEPOSITS AND INTANGIBLE PROPERTY 



        FOR
VALUE RECEIVED, EBS BUILDING, L.L.C., a Delaware limited liability company
(“Assignor”), hereby assigns, transfers, conveys and sets over to TRIPLE NET
PROPERTIES, LLC, a Virginia limited liability company (“Assignee”), to the
extent but only to the extent freely assignable by Assignor without the consent of any
other party, all its right, title, claim, and interest, if any, in and to: 



          		        (i)       
               warranties and guarantees relating to the workmanship, construction,
               installation, materials, and design of the real and personal property known and
               operated as One Financial Plaza in the City of St. Louis, State of Missouri,
               made by or received from any third party with respect to any building, building
               component, structure, fixture, machinery, equipment, or material situated on,
               contained in, or constituting a part of any building or other improvement
               situated on any part of the aforesaid real and personal property; and 



               



          		        (ii)       
               contract rights, intellectual property and general intangibles owned by Assignor
               in connection with and solely for purposes of the aforesaid real and personal
               property known and operated as One Financial Plaza or any improvements or
               fixtures located thereon, including rights, if any, to use any trade names in
               connection with the aforesaid real and personal property, rights, if any, to any
               governmental permits or licenses, agreements or utility contracts, deposits and
               escrows, and rights, if any, to the name “One Financial Plaza”. 



               



        This
Assignment shall be binding on, and inure to the benefit of, the parties hereto and their
respective successors, and assigns. 



        Dated
and delivered this ____ day of ___________, 2004. 




	  	EBS BUILDING, L.L.C. 




	  	By: 	FTI Consulting, Inc., its Manager 




	  	By: 	  
 
	  	 	Keith F. Cooper

                                                           Senior Managing Director








53






EXHIBIT J-2 



SERVICE MARK
ASSIGNMENT 



        FOR
VALUE RECEIVED, on this ____ day of ________________, 2004, EBS BUILDING, L.L.C., a
Delaware limited liability company (“Assignor”), hereby assigns, transfers,
conveys and sets over to TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company (“Assignee”), all its right, title, claim, and interest, if any, in and
to the mark for “ONE FINANCIAL PLAZA” in the State of Missouri, U.S.A., for
which Assignor has obtained a Service Mark Registration in the State of Missouri on
December 17, 1998, Registration No. 14541, and any and all right, title and interest that
Assignor may have in and to the mark and any applications, registrations and common law
rights therein; and Assignee accepts the mark and related rights on such terms. 



        IN
WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed
below, on the date indicated, by their respective duly authorized officers. 




	  	ASSIGNOR: 






	  	EBS BUILDING, L.L.C. 




	  	By: 	FTI Consulting, Inc., its Manager 




	  	By: 	  
 
	  	 	Keith F. Cooper

                                                           Senior Managing Director






	  	ASSIGNEE: 




	  	TRIPLE NET PROPERTIES, LLC




	  	By: 	  
 
	  	Name: 	 
 
	  	Title: 	 
 








54







	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 





        On this _____ day of ____________,  ________,  before me appeared Keith F. Cooper, to me personally known, who, being
by me duly sworn,  did say that he is a Senior  Managing  Director of FTI  Consulting,  Inc.,  the Manager of EBS Building,  L.L.C.,  a
Delaware limited liability company,  and that said instrument was signed in behalf of said limited liability  company,  by authority of
its Members; and said Keith F. Cooper acknowledged said instrument to be the free act and deed of said limited liability company



        In testimony whereof, I have hereunto set my hand and affixed my official seal at my office in the said ________ and
State, the day and year last above written.






____________________________

                                                              Notary Public







	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 






        On this _____ day of  _______________,  2004, before me appeared  ____________________,  to me personally known, who,
being by me duly sworn did say that he is the  ______________________ of  ______________________,  a  ______________________,  and that
said  instrument  was  signed  and  sealed  in  behalf  of  said   ______________________   by  authority  of  its  members,  and  said
____________________ acknowledged said instrument to be the free act and deed of said ______________________.



        IN WITNESS WHEREOF I have set my hand and affixed my official seal in the City and State aforesaid, the day and year
first above written.




____________________________

                                                              Notary Public



My commission expires:_______________










55





EXHIBIT K



ASSIGNMENT AND ASSUMPTION OF LEASES



        FOR VALUE  RECEIVED,  EBS BUILDING,  L.L.C.,  a Delaware  limited  liability  company  ("Assignor"),  hereby assigns,
transfers  and conveys unto TRIPLE NET  PROPERTIES,  LLC, a Virginia  limited  liability  company  ("Assignee"),  all right,  title and
interest of Assignor as landlord  in,  under and to all of the leases of space in the building  known as "One  Financial  Plaza" in the
City of St. Louis, State of Missouri,  as scheduled on Exhibit A attached hereto and made a part hereof  (collectively,  the "Leases"),
the originals of each of said leases being  delivered to Assignee  herewith,  together with all rights and  obligations  of Assignor as
landlord  with  respect to the  security  deposits  under the Leases,  the same being  delivered  to Assignee or credited to or for the
account of Assignee herewith.



        Assignee,  by acceptance of this  Assignment and the Leases,  hereby assumes and agrees to keep,  observe and perform
all of the covenants,  conditions,  terms and provisions under the Leases to be kept, observed and performed by the landlord thereunder
from and after the date hereof,  agrees to hold,  administer,  return and refund (and assume liability for) the security deposits under
the Leases  delivered  by Assignor to  Assignee  or  credited  to or for the  account of  Assignee in  connection  with the sale of the
building  referenced  above to Buyer, in accordance with the terms and conditions of the Leases and in accordance with applicable laws,
and Assignee agrees to indemnify and save Assignor,  its successors and assigns,  harmless from and against any and all claims against,
demands on, or  liabilities of the landlord  arising under or in connection  with the Leases and accruing on and after the date hereof.
Assignor  agrees to indemnify and save  Assignee,  its successors  and assigns,  harmless from and against any and all claims  against,
demands on, or  liabilities  of the landlord  arising under the Leases and accruing  prior to the date hereof except those  obligations
assumed by Assignee in connection with closing  adjustments  under Section 1.3 of the Purchase and Sale Agreement dated as of June ___,
2004 by and between  Assignor as Seller and Assignee as Buyer relating to the purchase and sale of One Financial  Plaza, in the City of
St. Louis, State of Missouri, which Purchase and Sale Agreement is incorporated by reference herein.










56




This  Assignment  shall be binding on, and inure to the benefit of, the parties and their  respective  successors and
assigns.



        Dated this ____ day of _____________, 2004.




	  	ASSIGNOR: 






	  	EBS BUILDING, L.L.C. 




	  	By: 	FTI Consulting, Inc., its Manager 




	  	By: 	  
 
	  	 	Keith F. Cooper

                                                           Senior Managing Director






	  	ASSIGNEE: 




	  	TRIPLE NET PROPERTIES, LLC




	  	By: 	  
 
	  	Name: 	 
 
	  	Title: 	 
 









57





[INSERT
EXHIBIT A TO ASSIGNMENT AND
 ASSUMPTION OF TENANT LEASES: SCHEDULE OF
 LEASES EXTRACTED
FROM EXHIBIT C TO THE
 AGREEMENT, AS UPDATED PURSUANT TO
 SECTION 5.4 OF THE AGREEMENT]









58





EXHIBIT L 



ASSIGNMENT AND
ASSUMPTION OF CONTRACTS 



        FOR
VALUE RECEIVED, EBS BUILDING, L.L.C., a Delaware limited liability company
(“Assignor”), hereby assigns, transfers, conveys, and sets over unto TRIPLE NET
PROPERTIES, LLC, a Virginia limited liability company (“Assignee”), all right,
title, interest, and obligation of Assignor in, to and under those service, supply,
maintenance, leasing, management, and other agreements (the “Contracts”)
scheduled on Exhibit A attached hereto and made a part hereof. 



        Assignee,
by acceptance of this Assignment, assumes and agrees to keep, observe and perform all
provisions of the Contracts to be kept, observed and performed by Assignor from and after
the date hereof, and Assignee agrees to indemnify and save Assignor, its successors and
assigns, harmless from and against any and all claims, demands, or liabilities arising
under the Contracts and accruing on and after the date hereof. Assignor agrees to
indemnify and save Assignee, its successors and assigns, harmless from and against any and
all claims, demands, or liabilities arising under the Contracts and accruing prior to the
date hereof except those obligations, if any, assumed by Assignee in connection with
closing adjustments under Section 1.3 of the Purchase and Sale Agreement dated as of
June ___, 2004 by and between Assignor as Seller and Assignee as Buyer relating to the
purchase and sale of One Financial Plaza, in the City of St. Louis, State of Missouri,
which Purchase and Sale Agreement is incorporated by reference herein. 








59






        This
Assignment shall be binding on, and inure to the benefit of, the parties and their
respective successors and assigns. 



        Dated
and delivered as of this _____ day of ____________, 2004. 




	  	ASSIGNOR: 






	  	EBS BUILDING, L.L.C. 




	  	By: 	FTI Consulting, Inc., its Manager 




	  	By: 	  
 
	  	 	Keith F. Cooper

                                                           Senior Managing Director






	  	ASSIGNEE: 




	  	TRIPLE NET PROPERTIES, LLC




	  	By: 	  
 
	  	Name: 	 
 
	  	Title: 	 
 








60





[INSERT EXHIBIT A TO ASSIGNMENT AND
 ASSUMPTION OF CONTRACTS: SCHEDULE OF
 CONTRACTS EXTRACTED
FROM EXHIBIT D TO
 THE AGREEMENT, AS UPDATED PURSUANT TO
 SECTION 5.4 OF THE AGREEMENT]










61





EXHIBIT M 



ENDORSEMENTS TO
TITLE POLICY 



Survey Coverage 



Insurance that the Property is the
same as the property reflected on the survey conducted by The Clayton Engineering Company,
in January 1999. 



Access Coverage 



The property has a legal right of
ingress and egress for vehicular and pedestrian traffic to and from Broadway by virtue of
the entrances and exits shown on the survey of the Property conducted by The Clayton
Engineering Company, in January, 1999. 



Zoning Coverage 



According to applicable zoning
ordinances and amendments thereto, the land is classified Zone I by the City of St. Louis,
Missouri, and the following use or uses are allowed under said classification subject to
compliance with any conditions, restrictions or requirements contained in said zoning
ordinances and amendments thereto, including but not limited to the securing of necessary
consents or authorizations as a prerequisite to such use or uses: professional offices. 








62





EXHIBIT N 



FORM OF
SURVEYOR’S CERTIFICATION 



        The
undersigned hereby certifies to _______________, Lender, Triple Net Properties, LLC, a
Virginia limited liability company, Purchaser and ____________________, Title Insurer that
this survey was made on the ground under my supervision as per the field notes shown
hereon and correctly shows the boundary lines, dimensions and area of the land indicated
hereon and each individual parcel thereof indicated hereon; all monuments shown hereon
actually exist, and the location, size and type of such monuments are correctly shown;
this survey correctly shows the location, size and type of all buildings, structures,
other improvements and visible items on the subject property; this survey correctly shows
the location and dimensions of all alleys, streets, roads, rights of way, easements,
building setback lines and other matters of record that the undersigned has been advised
of either in the hereon referenced title commitment or by the owner or their
representatives affecting the subject property according to the legal description in such
easements and other matters (with instrument, book and page number indicated; except as
shown, there are no visible (1) improvements, easements, rights of way, party walls,
drainage ditches, streams, uses, discrepancies or conflicts, (2) encroachments onto
adjoining premises, streets or alleys by any of said buildings, structures, or other
improvements, (3) encroachments onto the subject property by buildings, structures or
other improvements on adjoining premises, or (4) encroachments on any easement, building
setback line or other restricted area by any buildings, structures or other improvements
on the subject property; the distance from the nearest intersecting street or road is as
shown hereon; except as shown no part of the property is located in a 100 year Flood Plain
or in an identified “flood prone area” as defined pursuant to the Floor Disaster
Protection Act of 1973, as amended, as reflected by Flood Insurance Rate Map No.
290385-0010-A date July, 1979, which such map panel covers the area in which the property
is situated; and this survey meets the “Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and ACSM in
1997, and includes Items 1, 2, 3, 4, 6, 7a, 8, 9, 10, and 11 of Table A thereof. This
Survey has also been made in accordance with the current “Missouri Minimum Standards
for Property Boundary Surveys” as established by the Missouri Board for Architects,
Professional Engineers and Land Surveyors (4 CSR 30-16), meets the accuracy requirements
of an Urban Class Survey, as defined therein. 



        This
survey was executed in compliance with the current Missouri Minimum Standards for Property
Boundary Surveys adopted by the Missouri Board for Architects, Professional Engineers and
Land Surveyors and the Missouri Department of Natural Resources, and meets the accuracy
requirements set forth for Urban Property. 




     _____________________________ 
Mo. Reg. L.S. #_____ 



_________________, _________ 








63






EXHIBIT O 



PERMITTED EXCEPTIONS 



     	1. 	  	
          The lien of general property taxes for the current tax fiscal year. 



          



     	2. 	  	
          Special assessments becoming a lien or payable after June ____, 2004. 



          



     	3. 	  	
          Any encroachments, overlappings of improvements, or other state of facts or
          exceptions shown on the survey conducted by The Clayton Engineering Company, in
          January 1999. 



          



     	4. 	  	
          Any underground feeders, laterals, tiles, cables, conduits, mains and pipes. 



          



     	5. 	  	
          All utility lines, rights of way and easements and building set-back lines
          affecting the Property. 



          



     	6. 	  	
          Present and future zoning laws, ordinances, restrictions, resolutions, orders
          and regulations and all present and future ordinances, laws, regulations and
          orders of all federal, state, county, municipal or other governments, agencies,
          boards, bureaus, commissions, authorities and bodies now or hereafter having or
          acquiring jurisdiction of the Property and the use and improvement thereof. 



          



     	7. 	  	
          Rights of the public to use any part or parts of the Property falling within
          public rights of way or easements for roadways. 



          



     	8. 	  	
          Covenants, conditions, limitations, restrictions, rights, rights-of-way, liens,
          encumbrances, encroachments, defects, reservations, easements, agreements and
          other matters of fact or of record; including but not limited to: 



          



     		(a)	
          Reservation of easement rights in favor of Land Clearance for Redevelopment
          Authority of the City of St. Louis for subjacent support rights in spaces below
          elevation 53.00 City of St. Louis datum as more fully set out and described in
          Deed recorded in Book 338M page 830 of the City of St. Louis Records; 



          



     		(b) 	
          Assessments for maintenance of sanitary sewer system, if any. 



          


     	9. 	  	
          Rights or claims of parties in possession under the Lease.



          



     	10. 	  	
          Rights or claims of parties in possession under those Contracts listed on
          Exhibit D to the Agreement.



          



     	11. 	  	
          Claims of liens or liens asserted by contractors or subcontractors of any
          tenants under the Leases. 



          







64





               	12. 	  	
                    Any other matter listed as a special exception in the title insurance commitment
                    issued to Buyer pursuant to Section 6.3 of the Agreement relating to the
                    Real Property or any portion of same excluding the following financing
                    documents, which shall be released at Closing: 



                    



     	 	a. 	
          Deed of Trust executed by Seller to Lynn Sansone, trustee for Commerce Bank,
          N.A., dated May 31, 2001 and recorded June 4, 2001 in Book 1698M Page 3629. 



          



     	 	b. 	
          Assignment of Lessor’s interest in the above referenced lease to Commerce
          Bank, N.A. according to the instrument recorded in Book 1698M Page 3669. 



          



     	 	c.	
          Financing Statement executed by Seller, as debtor, to Commerce Bank, N.A., as
          secured party, according to the instrument recorded in Book 1698 Page 3684. 



          



     	 	d.	
          Subordination, Non-disturbance and Attornment Agreement according to the
          instrument recorded in Book 10282003 Page 0641. 



          



     	 	e. 	
          Leasehold Deed of Trust and Security Agreement executed by Seller to Lynn
          Sansone, trustee for Commerce Bank, N.A., dated May 31, 2001 and recorded June
          4, 2001 in Book 1698M Page 3651. 



          



     	 	f. 	
          Financing Statement executed by Seller, as debtor, to Commerce Bank, N.A., as
          secured party, according to the instrument recorded in Book 1698M Page 3690. 



          



     	 	g.	
          Non-Disturbance Agreements according to the instruments recorded in Book 1708M
          Page 5255, Book 1708M Page 5264, Book 1708M Page 5272 and Book 1708M Page 5260. 



          








65





EXHIBIT P 



ASSIGNMENT AND
ASSUMPTION OF PARKING GARAGE LEASE 



        THIS
ASSIGNMENT AND ASSUMPTION OF PARKING GARAGE LEASE is made and entered into as of the ___
day of _______, 2004, by and between EBS BUILDING L.L.C., a Delaware limited liability
company, having a notice address of c/o FTI Consulting, Inc., 1200 Abernathy Rd., Suite
1700, 600 Northpark Town Center, Atlanta, Georgia 30328, Attn: Keith Cooper
(“Assignor”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company, having a notice address of 1551 North Tustin Avenue, Suite 200, Santa Ana,
California 92705 (“Assignee”). 



             1.       
          Assignment. For value received and other good and valuable consideration,
          the receipt and sufficiency of which is hereby acknowledged, Assignor does
          hereby bargain and sell, convey and confirm, and assign to Assignee, its
          successors and assigns forever all of Assignor’s right, title and interest
          under that certain lease by and between The Land Clearance for Redevelopment
          Authority of the City of St. Louis, a public body, corporate and politic of the
          State of Missouri, as lessor, and Assignor, as assignee of Edison Brothers
          Stores, Inc., as lessee, dated December 22, 1982, as amended to date (the
          “Lease”). 



             2.       
          Assumption. Assignee, by acceptance of this Assignment and the Lease,
          hereby assumes and agrees to keep, observe and perform all of the covenants,
          conditions, terms and provisions under the Lease to be kept, observed and
          performed by the tenant thereunder from and after the date hereof in accordance
          with the terms and conditions of the Leases and in accordance with applicable
          laws, and Assignee agrees to indemnify and save Assignor, its successors and
          assigns, harmless from and against any and all claims against, demands on, or
          liabilities of the tenant arising under or in connection with the Lease and
          accruing on and after the date hereof. Assignor agrees to indemnify and save
          Assignee, its successors and assigns, harmless from and against any and all
          claims against, demands on, or liabilities of the tenant arising under the Lease
          and accruing prior to the date hereof except those obligations assumed by
          Assignee in connection with closing adjustments under Section 1.3 of the
          Purchase and Sale Agreement dated as of June __, 2004 by and between Assignor as
          Seller and Assignee as Buyer relating to the purchase and sale of One Financial
          Plaza, in the City of St. Louis, State of Missouri, which Purchase and Sale
          Agreement is incorporated by reference herein. 



             3.       
          Effectiveness. This Assignment shall not be effective until such time as
          the Lessor’s Consent to Assignment of Lease attached to this instrument is
          executed and delivered by The Land Clearance for Redevelopment Authority of the
          City of St. Louis in its capacity as lessor under the Lease. 



             4.       
          Miscellaneous. This Assignment shall be binding upon the parties hereto
          and their respective successors and assigns. 








66





        IN
WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first
above written. 





	EBS BUILDING, L.L.C. 
a Delaware limited liability company	TRIPLE NET PROPERTIES, LLC 




	By: 	   FTI Consulting, Inc., its Manager	  		  




	By: 	  
 	  	By: 	  
 


			 Keith F. Cooper 	  		Name: 	  
 
			 Senior Managing Director 	  		Title: 	  
 









67







	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 






        On this _____ day of  _______________,  2004, before me appeared  ____________________,  to me personally known, who,
being by me duly sworn did say that he is a  ______________________ of  ______________________,  the Manager of ______________,
a  ______________________,  and that said  instrument  was  signed  in  behalf  of  said   ______________________   by  authority  of
____________________; and said _______________________ acknowledged said instrument to be the free act and deed of said ______________________.
Said ___________________ has no seal.



        In testimony whereof, I have hereunto
set my hand and affixed my official seal at my office in the said _______________ and State, the day and year
last above written.




____________________________

                                                              Notary Public









	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 







        On this _____ day of ____________,  2004,  before me appeared Keith F. Cooper,  to me personally known, who, being by
me duly sworn, did say that he is a Senior Managing Director of FTI Consulting,  Inc., the Manager of EBS Building,  L.L.C., a Delaware
limited  liability  company,  and that said  instrument  was signed in behalf of said limited  liability  company,  by authority of its
Members;  and said Keith F. Cooper  acknowledged  said instrument to be the free act and deed of said limited liability  company.  Said
limited liability company has no seal.



        In testimony whereof, I have hereunto set my hand and affixed my official seal at my office in the said ________ and
State, the day and year last above written.






____________________________

                                                              Notary Public














68






LESSOR'S CONSENT

                                                        TO ASSIGNMENT OF LEASE




        For value  received  and other good and  valuable  consideration,  the  receipt  and  sufficiency  of which is hereby
acknowledged,  THE LAND CLEARANCE FOR  REDEVELOPMENT  AUTHORITY OF THE CITY OF ST. LOUIS,  a public body,  corporate and politic of the
State of Missouri,  hereby  consents to the foregoing  Assignment of Lease.  This consent  shall,  however,  apply only to the specific
transaction  described in the foregoing  Assignment of Lease and shall not constitute a waiver of the necessity for such consent to any
subsequent  assignment or subletting,  whether by Assignee or any assignee or sublessee of the whole or any part of the premises leased
pursuant to the Lease.



        
Dated this ___ day of _______________, 2004.




	  	LESSOR:


                                                     LAND CLEARANCE FOR REDEVELOPMENT

                                                     AUTHORITY OF THE CITY OF ST. LOUIS,

                                                     a public body, corporate and politic of the

                                                     State of Missouri 




	ATTEST: 	By: 	  
 
	 	Name: 	  
 
	 	Title: 	  
 




	  	  	APPROVED AS TO LEGAL FORM AND
ADEQUACY 
	Name: ____________________________  
Title: _____________________________ 	  	
Name:_______________________________
Title: ________________________________









69




	STATE OF __________  	) 
	 	) ss. 
	____________ OF ____________ 	) 







        On
this ____ day of __________, 2004, before me appeared ________________, to me personally
known, who being by me duly sworn, did say that (s)he is the _____________ of The Land
Clearance for Redevelopment Authority of the City of St. Louis, a public body, corporate
and politic of the State of Missouri, and that said instrument was signed on behalf of
said public body by authority of its  , and said _______________ acknowledged said
instrument to be the free act and deed of said public body. 



        IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and
State aforesaid, the day and year first above written.






____________________________

                                                              Notary Public





My commission expires: 



______________________________ 








70





EXHIBIT Q 



LCRA ESTOPPEL
CERTIFICATE 


	LEASE DATE: 	December 22,  1982, as amended by Addendum No. 1 dated October 4,  1984, Addendum No. 2 dated April 1, 1985,
                           as assigned by Assignment of Lease dated September 30, 1998, and Addendum No. 3 dated May 15, 2003 




	LESSOR: 	Land Clearance for Redevelopment Authority of the City of St. Louis 




	LESSEE: 	EBS Building, L.L.C., as Assignee of Edison Brothers Stores, Inc. 




	PREMISES:  	 Parking  spaces for 250  automobiles  on the fifth level of the parking  garage  located on City  Block 118,
                           St. Louis, Missouri 




	MORTGAGEE: 	________________________________




	BUYER: 	Triple Net Properties, LLC 






        The
undersigned Lessor in the above Lease hereby certifies to Mortgagee, to Buyer, and to
Lessee as follows: 



             1.       
          That the term of the Lease commenced on May 15, 1983, and that Lessee is in full
          and complete possession of the Premises demised under the Lease and has
          commenced full occupancy and use of the Premises, such possession having been
          delivered by Lessor and having been accepted by Lessee. 



             2.       
          That the Lease calls for Monthly Base Rent Installments of $________ to date,
          and in addition, Lessee is paying an adjustment to Annual Base Rent in the
          amount of $-0- per month. 



             3.       
          That the Rent has been paid to and including ____________, 2004. 



             4.       
          That, to the best knowledge of Lessor, all of the obligations and conditions
          under the Lease to be performed to date by Lessor or Lessee have been satisfied,
          free of defenses and setoffs, including all construction work in the Premises. 



             5.       
          As a condition to the approval of that certain Sublease Agreement dated as of
          January 30, 2004, by and between Lessee and University of Phoenix, Inc., Lessor
          and Lessee agreed that Lessee’s insurance obligations would thereafter
          include an obligation to obtain liability insurance for that portion of the
          Premises which was converted to office space pursuant to the terms of Addendum
          No. 2. 







71




             6.       
          That the Lease is a valid lease and in full force and effect and represents the
          entire agreement between the parties, that, to the best knowledge of Lessor,
          there is no existing default on the part of Lessor or Lessee in any of the terms
          or conditions thereof, and no event has occurred which, with the passing of time
          or the giving of notice or both, would constitute an event of default, and that
          said Lease has not been amended, modified, supplemented, extended, renewed or
          assigned other than by the agreement set forth in paragraph 5 above or in the
          following described agreements: 


	 	Addendum No. 1 dated October 4, 1984

                           Addendum No. 2 dated April 1, 1985

                           Addendum No. 3 dated May 15, 2003

                           Assignment of Lease dated September 30, 1998 




             7.       
          That the Lease provides for an initial term of twenty (20) years, which expired
          on May 14, 2003. The Lease has been renewed through and including May 14, 2008. 



             8.       
          That in consideration of Mortgagee making the contemplated Loan to Lessee,
          Lessor hereby agrees that upon the occurrence of any default by Lessee under the
          Lease which is not cured by Lessee within any applicable grace or cure period,
          Lessor will give written notice thereof to Mortgagee and will accept a cure
          thereof from Mortgagee any time within thirty (30) days after delivery of such
          written notice to Mortgagee. Lessor further agrees that so long as Mortgagee (or
          its assigns) is the holder of a leasehold deed of trust encumbering
          Lessee’s interests under the Lease, Lessor will not enter into any
          modification or amendment of the Lease nor will Lessor accept a voluntary
          termination of the Lease without Mortgagee’s prior written consent. Lessor
          hereby consents to any transfer of Lessee’s rights under the Lease to
          Mortgagee and/or its successors and assigns and/or to any purchaser at a
          foreclosure sale without any further consent or approval from Lessor at the
          time. Upon request, Lessor agrees to execute a written confirmation of such
          consent at the time of any such transfer or conveyance of Lessee’s rights
          under the Lease. 



             9.       
          That this Certificate is being made knowing that Mortgagee, Buyer, and Lessee
          are relying upon the representations made herein. 



             10.       
          That this Certificate may be relied upon by Mortgagee, Buyer and their
          respective successors and assign. 







72




             IN WITNESS  WHEREOF,  the  undersigned  Lessor has executed this Lease Estoppel  Certificate as of the         day of
__________, 2004.




	  	LESSOR: 




	 	LAND CLEARANCE FOR REDEVELOPMENT 

AUTHORITY OF THE CITY OF ST. LOUIS 






	  	By:___________________________________
Name:_________________________________

Title:__________________________________ 











73





EXHIBIT R 



TITLE INSURERS AGENCY,
INC. 



AFFIDAVIT TO BE SIGNED
BY SELLER OR MORTGAGOR IN 
CONNECTION WITH TITLE INSURANCE POLICY 



	STATE OF MISSOURI
COUNTY OF _______________ 	)
     ss. 	  	ORDER NO.:   00101299

COUNTY:       ST. LOUIS CITY
STATE:           Missouri 





The undersigned, being first duly
sworn, deposes and says with respect to the real estate described on Exhibit A
attached hereto, to the best of his/her actual knowledge (without inquiry or
investigation): 



             1.       
          That no contracts have been entered into in the past six (6) months for the
          furnishing of any labor, services or material to the land or the improvements
          thereon, that have been given or are outstanding and that have not been fully
          performed or paid or shall be paid as of closing. 



             2.       
          That there are no pending bankruptcies against the Owner. 



             3.       
          There are no tenancies or leases except as identified on Exhibit B
          attached hereto. 



             4.       
          There are no judgments or judgment liens rendered by the Circuit Court or
          Associate Circuit Court for the City of St. Louis against the Owner. 



Dated and effective as of
____________ ____, 2004. 







EBS BUILDING, L.L.C.,

a Delaware limited liability company



By:    FTI Consulting, Inc., Its Manager



     By:______________________________________________

          Keith F. Cooper, Senior Managing Director





Subscribed and sworn to before me this





__________________________________________________

                    
                        , Notary Public



My term expires:







74





EXHIBIT A 



LEGAL DESCRIPTION: 



A tract of land being Block 119, part
of Block 118, the part of St. Charles Street, 50 feet wide, vacated by Ordinance No. 58574
and that part of a 7.5 foot wide alley in Block 118 vacated by Ordinance No. 58533, in the
City of St. Louis, Missouri and being further described as follows: Beginning at a point
on the East line of Sixth Street, 60 feet wide, at its intersection with the South line of
vacated St. Charles Street, 50 feet wide, said point being the Northwest corner of Block
118; thence North 1 degree 54 minutes 12 seconds East, 49.93 feet across vacated St.
Charles Street to the Southwest corner of Block 119; thence along the East line of Sixth
Street, North 0 degrees 09 minutes 53 seconds West, 150.46 feet to its intersection with
the South line of Washington Avenue, 80 feet wide, said point being the Northwest corner
of Block 119; thence along the South line of Washington Avenue, North 89 degrees 54
minutes 07 seconds East, 270.40 feet to its intersection with the West line of Broadway,
80 feet wide, said point being the Northeast corner of Block 119; thence along the West
line of Broadway, South 0 degrees 11 minutes 45 seconds East, 149.97 feet to its
intersection with the North line of vacated St. Charles Street, said point being the
Southeast corner of Block 119; thence South 2 degrees 26 minutes 11 seconds West, 50.14
feet across vacated St. Charles Street to the Northeast corner of Block 118; thence
continuing along the West line of Broadway, South 2 degrees 33 minutes 22 seconds West,
13.64 feet to a point on the East line of Block 118; thence leaving said point and running
North 87 degrees 2 minutes 23 seconds West 269.68 feet to the point of beginning according
to survey by The Clayton Engineering Company February, 1998. 








75





EXHIBIT B 



SCHEDULE OF
LEASES/SUBLEASES/LICENSE AGREEMENTS 




Baird, Kurtz & Dobson


          Lease dated May 28, 1999

          First Amendment to Lease dated August 3, 2000

          Second Amendment to Lease dates September 29, 2003






Blattz, Inc


          Lease dated February 5, 2003






Federal Reserve Bank of St. Louis


          Lease dated October 6, 2003

          First Amendment to Lease dated April 12, 2004






Jacobs Engineering Group, Inc.


          Lease dated February 22, 2001

          First Amendment to Lease dated August 16, 2001






Jefferson Wells International


          Lease dated August 14, 1998

          First Amendment to Lease dated February 8, 2000






Michael Fox, Inc.


          Lease Undated

          First Amendment to Lease dated January 31, 1995

          Second Amendment to Lease dated December 17, 2000

          Third Amendment to Lease dated February 10, 2003







Milliman & Robertson, Inc.


          Lease dated July 13, 2000

          Storage Lease dated August 24, 2000

          First Amendment to Lease dated September 26, 2003






Seabury & Smith, Inc.


          Lease dated October 18, 2000

          First Amendment to Lease dated December 1, 2000

          Second Amendment to Lease dated February 28, 2001







76







Stifel Financial Corp. and Stifel, Nicolaus & Company, Incorporated


          Lease dated September 30, 1998

          First Amendment to Lease dated December 1, 1998

          Second Amendment to Lease dated February 1, 1999

          Third Amendment to Lease dated September 1, 1999

          Fourth Amendment to Lease dated November 1, 1999

          Fifth Amendment to Lease dated June 11, 2001





White Coleman & Associates, LLC


          Lease dated June 22, 2001



SCHEDULE OF SUBLEASES



University of Phoenix, Inc


          Sublease dated January 30, 2004



SCHEDULE OF LICENSE AGREEMENTS



University of Phoenix, Inc (Meeting Room Usage)


          Service Agreement dated December 1, 2003






Mark Sgroi d.b.a. Air Care Road Care (Car Wash Services)


          Service Agreement dated November 23, 2003










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