Exhibit 10.4
 PURCHASE AND SALE AGREEMENT  FOR  1910 PACIFIC AVENUE
 Agreement Execution Date GREIT-Pacific Place, LP , Seller BOXER F2, L.P., Purchaser
  Sale and Purchase
 Exhibit A Land Improvements
 Personalty
 Property Agreements
 Parking Lease Parking Garage




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Property
 Purchase Price Purchase Price Section 8(a)(1) Section 8
 Earnest Money Title Company Earnest Money Earnest Money
 Delivery of Information
  (1)
    
    Commitment for Title Insurance (the Title Commitment)
from the Title Company setting forth the status of the title of the Land and
Improvements and showing all liens, claims, encumbrances, easements,
rights-of-way, encroachments, reservations, restrictions, and all other matters
of record affecting the Land or Improvements, together with legible copies (to
the extent available) of all exception instruments listed in the Title
Commitment. No delay by Purchaser in obtaining the Title Commitment shall be
deemed to delay the commencement or expiration of the Title Review Period.(2)
    
    A copy of the existing survey (the Existing Survey)
of the Land and Improvements.




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(3)
    
    A copy of all third-party engineering and technical reports,
architectural drawings and plans, to the extent in the possession of Seller or
its representatives that concern the Land or Improvements, including soil
testing reports and reports of environmental or hazardous waste inspections or
surveys (i.e., existing Phase I Environmental Site Assessment), to the extent
in Sellers possession.(4)
    
    Copies of any licenses, permits and governmental authorizations
in Sellers possession.(5)
    
    Copies of all Property Agreements or other similar contracts or
agreements with respect to or affecting the Land and Improvements.(6)
    
    Copies of income and expense statements, and capital
expenditures for the Property, in the form kept by Seller, for the last two (2)
years (Year-End 2008 and 2009) as well as Year-to-Date 2010.
  Section 4(a) Documents Information Section 7(a) Section 4
 Right of Inspection
 Inspection Period Section 5




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subsection (b)
 subsection (c)
 For any reason Purchaser, in its sole discretion, may terminate this Agreement in its
entirety and the provisions of Section 12(b) shall apply, by delivering to Seller a written notice
of termination at any time on or before 5:30 p.m. Houston, Texas time on or before the last day of
the Inspection Period, at the address for notice specified in this Agreement.
 Title th Title Review
Period Non-Permitted Encumbrances Permitted Encumbrances Seller
Response Period




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Required Cure Items Section 12(b)
 Representations, Warranties, Covenants and Conditions
 Section 4 (a) (6)
 7(a) (b)




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Section 7(a) (b)
  AS IS, WITH ALL FAULTS, AND
WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, subsection 7(a) EXCEPT AS EXPRESSLY SET FORTH
HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND TO PURCHASER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL
CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY
PARTICULAR PURPOSE OR OF MERCHANTABILITY, OR RELATING TO SOLID, HAZARDOUS OR TOXIC WASTES OR OTHER
ENVIRONMENTAL MATTERS. subsection 7 (d)




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Section 7
 Seller Related Parties
 Closing Closing Closing Date
  Section 2.1 Section
8
 Section
8(b)(2)




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Exhibit B
 Exhibit C
   Exhibit D
    Section 8(d)




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subsection (d)
 Section 8(e)
    Commissions Broker Section 9
 Intentionally Omitted.




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Destruction, Damage, or Taking Before Closing Section 12(b) Section 11
 Termination and Remedies
 Sections 5, 6 11
 Sections 5 6 11
 Section 12(b)




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Section 12(a)
 Notices
 If to Seller, to:
    
    GREIT  Pacific Place, LPc/o Grubb & Ellis Realty Investors, LLC1551 N. Tustin Ave., Suite 300Santa Ana, CA 92705Attn: David MellorPhone 714/975-2267Fax 714/918-9102Email: david.mellor@grubb-ellis.comWith Required Copy to:
    
    Phillip HanGrubb & Ellis Realty Investors, LLC1551 N. Tustin Ave., Suite 300Santa Ana, CA 92705Phone 714/975-2821Fax 714/918-9138Email: phillip.han@grubb-ellis.comWith Required Copy to:
    
    Christine TeagleGrubb & Ellis Realty Investors, LLC8360 LBJ Freeway, Suite 240Dallas, TX 75243Phone: 972/850-0601 ext. 2Fax 972/850-0605Email: Christine.teagle@grubb-ellis.comIf to Purchaser, to:
    
    Boxer F2, L.P.720 North Post Oak Road, Suite 500Houston, Texas 77024Attn: Andrew SegalPhone (713) 777-7368Fax (713) 780-9708Email: Andrew.segal@boxerproperty.com




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Like Kind Exchange Exchange
 Assignment
 Governing Law; Attorneys Fees
 Entire Agreement
 Rule of Construction; No Waiver
 No Recording




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Termination of Offer
 Non-Solicitation of Employees
 Non-Disclosure Agreement Section 22
 Time of Essence




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SELLER
 
 By:
    
    G REIT Liquidating Trust,a Maryland trust,Its Sole MemberBy:
    
    Grubb & Ellis Realty Investors, LLC,a Virginia limited liability company, f/k/aTriple Net Properties, LLC,Its Vice President,
 By:
    
    /s/ Michael Rispoli

Name: Michael RispoliTitle:   Authorized Representative
  PURCHASER
 BOXER F2, L.P.
 By:
    
    Boxer M2, L.L.C., a Texas limited liability company,its general partnerBy:
    
    /s/ Andrew Segal

Andrew Segal, Manager