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                                                                   Exhibit 10.25

            ASSIGNMENT OF PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

                      TRADEWIND ASSOCIATES, L.P., AS SELLER
                                       AND
                             SERIES A, LLC, AS BUYER

      ASSIGNOR, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, does hereby assign all of its right, title and
interest in that certain Purchase Agreement and Escrow Instructions ("Purchase
Agreement") described herein, to ASSIGNEE and its successors and assigns. The
Purchase Agreement is described as follows:

      DATE OF AGREEMENT: September 13, 2005, as amended

      ORIGINAL BUYER: Series A, LLC

      ASSIGNED TO: Cole CV Richland Hills TX, LP

      PROPERTY ADDRESS: 7200 Grapevine Highway, Richland Hills, TX 76118

      ASSIGNOR acknowledges that it is not released from any and all obligations
or liabilities under said Purchase Agreement with the exception of the earnest
money deposit which is currently in escrow.

      ASSIGNEE hereby agrees to assume and be responsible for all obligations
and liabilities under said Purchase Agreement. This Assignment shall be in full
force and effect upon its full execution.

      Executed this 7th day of December, 2005.

ASSIGNOR:                              ASSIGNEE:

SERIES A, LLC                          COLE CV RICHLAND HILLS TX, LP

                                       By:   Cole GP CCPT II, LLC
By:      /S/  John M. Pons                   Its General Partner
    ------------------------------
    John M. Pons
    Authorized Officer                       By: Cole REIT Advisors II, LLC
                                                 its Manager

                                                 By:   /S/  John M. Pons
                                                     ---------------------------
                                                       John M. Pons
                                                       Senior Vice President
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                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS

                                     BETWEEN

                          TRADEWIND ASSOCIATES L.P., A
                         CALIFORNIA LIMITED PARTNERSHIP

                                    AS SELLER

                                       AND

                                  SERIES A, LLC

                                    AS BUYER



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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

DATED:      Dated to be effective as of September 13, 2005 (the "Effective
            Date").

PARTIES:    This Purchase Agreement and Escrow Instructions is between Tradewind
            Associates L.P., a California limited partnership, as "Seller", and
            Series A, LLC, an Arizona limited liability company, as "Buyer".

      WHEREAS, as of the Effective Date, Seller is the fee title owner of that
certain improved property located at 7200 Grapevine Highway, Richland Hills,
Texas, as legally described on Exhibit A attached hereto (the "Real Property");

      WHEREAS, as of the Effective Date, the Real Property is improved with a
building containing approximately 10,908 square feet (the "Building") which
Building is leased to CVS EGL Grapevine N Richland Hills TX, L.P. ("Tenant") in
accordance with a written lease (the "Lease"). The Real Property, the Building,
the improvements to the Real Property (the "Improvements"), the personal
property, if any, of Seller located on the Real Property and Seller's interest
in the Lease and all rents issued and profits due or to become due thereunder
are hereinafter collectively referred to as the "Property"; and

      WHEREAS, Buyer desires to purchase the Property from Seller and Seller
desires to sell the Property to Buyer free and clear of all liens, all as more
particularly set forth in this Purchase Agreement and Escrow Instructions (the
"Agreement").

      NOW THEREFORE, in consideration of the promises set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller and Buyer (each, a "Party" and,
collectively, the "Parties") hereby agree as follows:

      1. INCORPORATION OF RECITALS. All of the foregoing Recitals are hereby
incorporated as agreements of the Parties.

      2. BINDING AGREEMENT. This Agreement constitutes a binding agreement
between Seller and Buyer for the sale and purchase of the Property subject to
the terms set forth in this Agreement. Subject to the limitations set forth in
this Agreement, this Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns. This Agreement supersedes
all other written or verbal agreements between the Parties concerning any
transaction embodied in this Agreement. No claim of waiver or modification
concerning the provisions of this Agreement shall be made against a Party unless
based upon a written instrument signed by such Party.

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      3. INCLUSIONS IN PROPERTY.

            a. The Property. The term "Property" shall also include the
following:

                  (1) all tenements, hereditaments and appurtenances pertaining
to the Real Property;

                  (2) all interest, if any, of Seller in all mineral, water and
irrigation rights, if any, running with or otherwise pertaining to the Real
Property;

                  (3) all interest, if any, of Seller in any road adjoining the
Real Property;

                  (4) all interest, if any, of Seller in any award made or to be
made or settlement in lieu thereof for damage to the Property by reason of
condemnation, eminent domain or exercise of police power;

                  (5) all of Seller's interest in the Building, the Improvements
and any other improvements and fixtures on the Real Property; and

                  (6) the Lease and security deposit, if any, now or hereafter
due thereunder.

            b. The Transfer Documents. The Lease is to be transferred by that
certain assignment and assumption of lease, a specimen of which is attached
hereto as Exhibit B (the "Assignment of Lease"), and all components of the
Property shall be transferred and conveyed by execution and delivery of Seller's
special warranty deed, a specimen of which is attached hereto as Exhibit C (the
"Deed"). The Assignment of Lease, and the Deed are hereinafter collectively
referred to as the "Transfer Documents".

      4. PURCHASE PRICE. The price to be paid by Buyer to Seller for the
Property is Three Million Six Hundred Sixty Thousand and No/100 Dollars
($3,660,000.00) (the "Purchase Price"), payable as follows:

            a. Fifty Thousand and No/100 Dollars ($50,000.00) earnest money (the
"Earnest Money Deposit") to be deposited in escrow with Lawyers Title Insurance
Corporation, 1850 N. Central Avenue, Suite 300, Phoenix, Arizona 85004, Attn:
Allen Brown ("Escrow Agent") not later than five (5) business days following the
receipt by Escrow Agent of a fully-executed original of this Agreement (said
receipt by Escrow Agent of both a fully-executed original of this Agreement and
the Earnest Money Deposit, the "Opening of Escrow"), which Earnest Money Deposit
is to be held by Escrow Agent until released to Seller or Buyer as provided
herein or paid to Seller at close of escrow ("COE");

            b. One Hundred Thousand and No/100 Dollars ($100,000.00) additional
earnest money to be deposited in escrow with Escrow Agent two (2) business days
after the expiration of the Study Period (defined below). For purposes of this
Agreement, the additional earnest money deposit shall be added to and become a
part of the Earnest Money Deposit; and

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            c. Three Million Five Hundred Ten Thousand and No/100 Dollars
($3,510,000.00) in additional cash, or other immediately available funds (as may
be increased or decreased by such sums as are required to take into account any
additional deposits, prorations, credits, or other adjustments required by this
Agreement), to be deposited in escrow with Escrow Agent on or before COE (the
"Additional Funds") which is to be held by Escrow Agent until cancellation of
this Agreement as provided herein or paid to Seller at COE.

      5. DISPOSITION OF EARNEST MONEY DEPOSIT. Seller and Buyer hereby instruct
Escrow Agent to place the Earnest Money Deposit in a federally insured
interest-bearing passbook account on behalf of Seller and Buyer. The Earnest
Money Deposit and interest thereon shall be applied as follows:

            a. if Buyer cancels this Agreement as Buyer is so entitled to do as
provided in this Agreement, the Earnest Money Deposit and all interest earned to
the effective date of withdrawal shall be paid immediately to Buyer;

            b. if the Earnest Money Deposit is forfeited by Buyer pursuant to
this Agreement, such Earnest Money Deposit and all interest earned to the date
of withdrawal shall be paid to Seller as Seller's agreed and total liquidated
damages, it being acknowledged and agreed that it would be difficult or
impossible to determine Seller's exact damages; and

            c. if escrow closes, the Earnest Money Deposit and all interest
earned to COE shall be credited to Buyer, automatically applied against the
Purchase Price and paid to Seller at COE.

      6. PRELIMINARY TITLE REPORT AND OBJECTIONS. Within ten (10) days after the
Opening of Escrow, Escrow Agent shall deliver a current Preliminary Title Report
(the "Report") for an ALTA extended coverage title insurance policy (the
"Owner's Policy") on the Property to Buyer and Seller. The Report shall show the
status of title to the Property as of the date of the Report and shall also
describe the requirements of Escrow Agent for the issuance of the Owner's Policy
as described herein. One half (1/2) the cost of the Owner's Policy shall be paid
by Seller, and the remaining one half shall be paid by Buyer, as Buyer shall
also pay any additional costs for an extended coverage policy. In addition to
the Report, Escrow Agent shall simultaneously deliver to Buyer legible copies of
all documents identified in Part Two of Schedule B of the Report. If Buyer is
dissatisfied with any exception to title as shown in the Report, then Buyer may
either, by giving written notice thereof to Escrow Agent (i) on or before
expiration of the Study Period (as defined below) or (ii) ten (10) days from
Buyer's receipt of the Report, whichever is later, (a) cancel this Agreement,
whereupon the Earnest Money Deposit plus interest shall be returned to Buyer
together with all documents deposited in escrow by Buyer, or (b) provisionally
accept the title subject to Seller's agreement to cause the removal of any
disapproved exceptions or objections, in which case Seller shall (at its sole
cost) remove the exceptions or objections (or, if acceptable to Buyer, obtain
title insurance endorsements over the exceptions and objections) before COE.
Seller shall notify Buyer in writing within five (5) days after receiving
Buyer's written notice of disapproval of any exception, if Seller does not
intend to remove (or endorse over) any such exception and/or objection. Seller's
lack of response shall be deemed as Seller's decision not to remove the
objectionable exceptions (or obtain title insurance

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endorsements over said exceptions and objections, if acceptable to Buyer) prior
to COE. In the event the Report is amended to include new exceptions that are
not set forth in a prior Report, Buyer shall have until the later of (i) the
expiration of the Study Period, or (ii) the date seven (7) days after Buyer's
receipt of the amended Report and copies of the documents identified in the new
exceptions or new requirements, within which to cancel this Agreement and
receive a refund of the Earnest Money Deposit plus interest or to provisionally
accept the title subject to Seller's agreement to cause the removal of any
disapproved exceptions or objections. If Seller serves notice to Buyer that
Seller does not intend to remove such exceptions and objections before COE,
Buyer shall, within ten (10) days thereafter, notify Seller and Escrow Agent in
writing of Buyer's election to either (i) terminate this Agreement, whereupon
the Earnest Money Deposit plus interest shall be returned to Buyer and all
obligations shall terminate, or (ii) Buyer may waive such objections and the
transaction shall close as scheduled subject to the matters Buyer has waived
objection to. If written notice of dissatisfaction is not timely given by Buyer
to Seller pursuant to this Section 6, then Buyer shall be deemed to have
disapproved of the condition of the title of the Property as shown by the
Report, and shall have elected to terminate this Agreement.

      7. BUYER'S STUDY PERIOD.

            a. The Study Period. Buyer shall have until the later of 5:00 p.m.
MST on (i) the thirtieth (30th) day after the Opening of Escrow, (ii) thirty
(30) days from Buyer's receipt of all deliveries of Seller's Diligence Materials
(as hereinafter defined), (iii) that day which is ten (10) days from Buyer's
receipt of the Report and legible copies of all documents identified in Part Two
of Schedule B of the Report, or (iv) that day which is ten (10) days from
Buyer's receipt of the Survey (as hereinafter defined) (the "Study Period"), at
Buyer's sole cost, within which to conduct and approve any investigations,
studies or tests deemed necessary by Buyer, in Buyer's sole discretion, to
determine the feasibility of acquiring the Property, including, without
limitation, Buyer's right to: (i) review and approve the Survey, the Lease,
Seller's operating statements with respect to the Property, and the Contracts;
(ii) meet and confer with Tenant; and, (iii) obtain, review and approve an
environmental study of the Real Property and Building (collectively, "Buyer's
Diligence").

            b. Right of Entry. Subject to the prior rights of the Tenant in the
Property, Seller hereby grants to Buyer and Buyer's agents, employees and
contractors the right to enter upon the Property, at any time or times during
the Study Period, to conduct Buyer's Diligence. In consideration therefor, Buyer
shall and does hereby agree to indemnify and hold Seller harmless from any and
all liabilities, claims, losses or damages, including, but not limited to, court
costs and attorneys' fees, which may be incurred by Seller as a direct result of
Buyer's Diligence. Buyer's indemnity and hold harmless obligation shall survive
cancellation of this Agreement or COE.

            c. Cancellation. Unless Buyer so notifies Seller or Escrow Agent, in
writing, on or before the end of the Study Period of Buyer's acceptance of
Buyer's Diligence and waiver of the contingencies as set forth in this Section
7, this Agreement shall be canceled and the Earnest Money Deposit plus interest
shall be returned immediately to Buyer and, except as otherwise provided in this
Agreement, neither of the Parties shall have any further liability or obligation
under this Agreement.

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      8. DELIVERY OF SELLER'S DILIGENCE MATERIALS.

            a. Deliveries to Buyer. Seller agrees to deliver to Buyer
contemporaneously with the Opening of Escrow the following described information
in Seller's possession or control relating to the leasing, operating,
maintenance, or repair of the Property (collectively, "Seller's Diligence
Materials"), all at no cost to Buyer: (i) copies of the Environmental Reports
(defined below), engineering reports, architectural drawings, and soils tests
(ii) the Lease, including any amendments thereto and a copy of the leasehold
title insurance policy delivered to Tenant; (iii) all claims or suits by Tenant
or third parties involving the Property or the Lease or any Contracts (whether
or not covered by insurance); (iv) a list of all claims or suits by or against
Seller regarding the Property for the last thirty-six (36) months; (v) any
appraisals of the Property; (vi) a site plan and any existing surveys with
respect to the Property; (vii) Tenant's sales information relating to the
Property for the last twenty-four (24) months, to the extent Tenant is required
to deliver same to Seller under the Lease; and (viii) any other documents or
other information in the possession of Seller or its agents pertaining to the
Property that Buyer may reasonably request in writing.

            b. Delivery by Buyer. If this Agreement is canceled for any reason,
except Seller's willful default hereunder, Buyer agrees to deliver to Seller
upon payment by Seller to Buyer of Buyer's cost thereof, copies of those
investigations, studies and/or tests which Buyer may have elected to obtain and
which Seller wishes to obtain.

      9. THE SURVEY. Buyer may elect to cause a certified ALTA survey of the
Real Property, Building and Improvements (the "Survey") to be completed by a
surveyor licensed in the State of Texas and delivered to Escrow Agent, Buyer and
Seller, whereupon the legal description in the Survey shall control over the
description in Exhibit A attached hereto to the extent they may be inconsistent.
Buyer shall be responsible for the payment of one-half (1/2) the cost of the
Survey, and Seller shall be responsible for the payment of the remaining
one-half of the cost. The Survey shall set forth the legal description and
boundaries of the Property and all easements, encroachments and improvements
thereon. If this Agreement terminates for any reason other than Seller's
default, the Survey shall become the sole property of Seller.

      10. IRS SECTION 1445. Seller shall furnish to Buyer in escrow by COE a
sworn affidavit (the "Non-Foreign Affidavit") stating under penalty of perjury
that Seller is not a "foreign person" as such term is defined in Section
1445(f)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). If
Seller does not timely furnish the Non-Foreign Affidavit, Buyer may withhold (or
direct Escrow Agent to withhold) from the Earnest Money Deposit and/or the
Additional Funds, an amount equal to the amount required to be so withheld
pursuant to Section 1445(a) of the Code, and such withheld funds shall be
deposited with the Internal Revenue Service as required by such Section 1445(a)
and the regulations promulgated thereunder. The amount withheld, if any, shall
nevertheless be deemed to be part of the Purchase Price paid to Seller.

      11. DELIVERY OF POSSESSION. Seller shall deliver possession of the
Property to Buyer at COE subject only to the rights of Tenant under the Lease as
approved by Buyer as part of Buyer's Diligence.

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      12. CONDITIONS PRECEDENT.

      a. In addition to all other conditions precedent set forth in this
Agreement (except those set forth in Section 12.b. below), Buyer's obligations
to perform under this Agreement and to close escrow are expressly subject to the
following:

            (1) the delivery by Seller to Escrow Agent, for delivery to Buyer at
      COE, of the executed original Transfer Documents;

            (2) the issuance of the Owner's Policy (or a written commitment
      therefor) subject only to those matters approved or deemed approved by
      Buyer pursuant to this Agreement;

            (3) Buyer shall receive a credit against the Additional Fund for
      rents under the Lease prepaid in excess of thirty 30 days;

            (4) the deposit by Seller with Buyer prior to expiration of the
      Study Period of (i) an original estoppel certificate naming Buyer (or its
      designee) and Wachovia Bank, National Association as addressees, which
      certificate must be reasonably acceptable to Buyer, in Tenant's standard
      form, and (ii) a subordination, non-disturbance and attornment agreement,
      in form and substance reasonably acceptable to Tenant, for the benefit of
      Wachovia Bank, National Association, both executed by Tenant under the
      Lease;

            (5) the deposit with Escrow Agent and Buyer prior to the expiration
      of the Study Period of an executed waiver by Tenant of any right of first
      refusal under the Lease;

            (6) the deposit with Escrow Agent of an executed affidavit of Seller
      and such other documentation as may be reasonably required by Escrow Agent
      to allow for the deletion of the mechanics' lien exception from the
      Owner's Policy;

            (7) the deposit with Escrow Agent of a letter from Seller to Tenant
      requesting that future rent under the Lease be paid to Buyer;

            (8) the representations and warranties of Seller set forth in
      Section 13 below being true as of COE;

            (9) the delivery by Seller to Buyer of a copy of the Certificate of
      Occupancy for the Improvements; and

            (10) delivery to Buyer of originals of the Lease, the Contracts and
      Permits, if any, in the possession of Seller or Seller's agents, and any
      correspondence with respect thereto, together with such non-proprietary
      leasing and property manuals, files and records which are material in
      connection with the continued operation, leasing and maintenance of the
      Property.

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If the foregoing conditions have not been satisfied by the specified date or COE
as the case may be, and provided that Buyer is not in breach of this Agreement
and is otherwise ready and able to perform its obligations hereunder, then Buyer
shall have the right, at Buyer's sole option, by giving written notice to Seller
and Escrow Agent, to cancel this Agreement, whereupon the Earnest Money Deposit
plus interest accrued thereon shall be paid immediately by Escrow Agent to Buyer
and, except as otherwise provided in this Agreement, neither of the Parties
shall have any further liability or obligation under this Agreement.

      b. Seller's obligations to perform under this Agreement and to close
escrow are expressly subject to the following:

            (1) the representations and warranties of Buyer set forth in Section
      14 below being true as of COE;

            (2) the delivery by Buyer to Escrow Agent prior to COE of all
      documents reasonably necessary to close escrow; and

            (3) the deposit by Buyer with Escrow Agent of all amounts necessary
      to pay the Purchase Price on or before the COE.

If the foregoing conditions in this Section 12(b) have not been satisfied by
COE, and provided that Seller is not in breach of this Agreement and all the
conditions set forth in Section 12(a) above have been satisfied or waived, then
Seller shall have the right, at Seller's sole option, by giving written notice
to Buyer and Escrow Agent, to cancel this Agreement, whereupon the Earnest Money
Deposit plus interest accrued thereon shall be paid immediately by Escrow Agent
to Buyer and, except as otherwise provided in this Agreement, neither of the
Parties shall have any further liability or obligation under this Agreement.

      13. SELLER'S WARRANTIES. Seller hereby represents and warrants to Buyer as
of the Effective Date that:

            a. there are no unrecorded leases (other than the Lease), liens or
encumbrances which may affect title to the Property;

            b. to Seller's knowledge, no uncured notice of violation has been
issued with regard to any applicable regulation, ordinance, requirement,
covenant, condition or restriction relating to the present use or occupancy of
the Property by any person, authority or agency having jurisdiction;

            c. to Seller's knowledge, there are no intended public improvements
which will or could result in any charges being assessed against the Property
which will result in a lien upon the Property;

            d. to Seller's knowledge, there is no impending or contemplated
condemnation or taking by inverse condemnation of the Property, or any portion
thereof, by any governmental authorities;

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            e. there are no suits or claims pending or to Seller's knowledge,
threatened with respect to or in any manner affecting the Property, nor does
Seller know of any circumstances which should or could reasonably form the basis
for any such suits or claims which have not been disclosed in writing to Buyer
by Seller;

            f. Seller has not entered into and there is not existing any other
agreement, written or oral, under which Seller is or could become obligated to
sell the Property, or any portion thereof, to a third party and so long as this
Agreement is in effect Seller will not enter into nor execute any such agreement
without Buyer's prior written consent;

            g. Seller has not and will not, without the prior written consent of
Buyer, take any action before any governmental authority having jurisdiction
thereover, the object of which would be to change the present zoning of or other
land-use limitations, upon the Property, or any portion thereof, or its
potential use, and, to Seller's knowledge after due inquiry, there are no
pending proceedings, the object of which would be to change the present zoning
or other land-use limitations;

            h. this transaction will not in any way violate any other agreements
to which Seller is a party;

            i. Seller has full power and authority to execute, deliver and
perform under this Agreement as well as under the Transfer Documents, specimens
of which are attached hereto as Exhibits;

            j. no default of Seller exists under any of the Contracts and, to
Seller's knowledge after due inquiry, no default of the other parties exists
under any of the Contracts;

            k. no consent of any third party is required in order for Seller to
enter into this Agreement and perform Seller's obligations hereunder;

            l. except for any item to be prorated at COE in accordance with this
Agreement, all bills or other charges, costs or expenses arising out of or in
connection with or resulting from Seller's use, ownership, or operation of the
Property up to COE shall be paid in full by Seller;

            m. all general real estate taxes, assessments and personal property
taxes that have become due with respect to the Property (except for those that
will be prorated at COE) have been paid or will be so paid by Seller prior to
COE;

            n. from the Effective Date hereof until COE or the earlier
termination of this Agreement, Seller shall (i) operate and maintain the
Property in a manner generally consistent with the manner in which Seller has
operated and maintained the Property prior to the date hereof, and shall perform
in all material respects, its obligations under the Lease, (ii) not amend,
modify or waive any material rights under the Lease, and (iii) maintain the
existing or comparable insurance coverage, if any, for the Improvements which
Seller is obligated to maintain under the Lease;

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            o. Except as may be disclosed in the environmental reports
identified on Schedule 13(o) of this Agreement attached hereto (the
"Environmental Reports"), which Environmental Reports have been or will be
delivered to Buyer in accordance with the terms of this Agreement, Seller has no
actual knowledge that there exists or has existed, and Seller itself has not
caused any generation, production, location, transportation, storage, treatment,
discharge, disposal, release or threatened release upon, under or about the
Property of any Hazardous Materials in violation of applicable law. "Hazardous
Materials" shall mean any flammables, explosives, radioactive materials,
hazardous wastes, hazardous and toxic substances or related materials, asbestos
or any material containing asbestos (including, without limitation, vinyl
asbestos tile), or any other substance or material, defined as a "hazardous
substance" by any federal, state, or local environmental law, ordinance, rule or
regulation including, without limitation, the Federal Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, the
Federal Hazardous Materials Transportation Act, as amended, the Federal Resource
Conservation and Recovery Act, as amended, and the rules and regulations adopted
and promulgated pursuant to each of the foregoing;

            p. except as may be disclosed in the Environmental Reports, to
Seller's actual knowledge, there is not now, nor has there ever been, on or in
the Property underground storage tanks, any asbestos-containing materials or any
polychlorinated biphenyls, including those used in hydraulic oils, electric
transformers, or other equipment in violation of applicable law;

            q. to Seller's knowledge, there are no proceedings pending for the
increase of the assessed valuation of the Real Property;

            r. should Seller receive notice or knowledge of any information
regarding any of the matters set forth in this Section 13 after the Effective
Date and prior to COE, Seller will immediately notify Buyer of the same in
writing;

            s. the execution, delivery and performance of this Agreement and the
Transfer Documents, specimens of which are attached hereto as Exhibits, have not
and will not constitute a breach or default under any other agreement, law or
court order under which Seller is a party or may be bound; and

            t. all representations made in this Agreement by Seller shall
survive the execution and delivery of this Agreement and COE for a period of one
(1) year. Seller shall and does hereby indemnify against and hold Buyer harmless
from any loss, damage, liability and expense, together with all court costs and
attorneys' fees which Buyer may incur, by reason of any material
misrepresentation by Seller or any material breach of any of Seller's
warranties. Seller's indemnity and hold harmless obligations shall survive COE,
provided that any claim for indemnity must be asserted in writing within one (1)
year after COE. .

      14. BUYER'S WARRANTIES. Buyer hereby represents and warrants to Seller as
of the Effective Date that:

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            a. Buyer has full power and authority to execute, deliver and
perform under this Agreement as well as under the Transfer Documents, specimens
of which are attached hereto as Exhibits;

            b. there are no actions or proceedings pending or to Buyer's
knowledge, threatened against Buyer which may in any manner whatsoever affect
the validity or enforceability of this Agreement or any of the documents,
specimens of which are attached hereto as Exhibits;

            c. the execution, delivery and performance of this Agreement and the
Transfer Documents, specimens of which are attached hereto as Exhibits, have not
and will not constitute a breach or default under any other agreement, law or
court order under which Buyer is a party or may be bound;

            d. should Buyer receive notice or knowledge of any information
regarding any of the matters set forth in this Section 14 after the Effective
Date and prior to COE, Buyer will promptly notify Seller of the same in writing;
and

            e. all representations made in this Agreement by Buyer shall survive
the execution and delivery of this Agreement and COE for a period of one (1)
year. Buyer shall and does hereby indemnify against and hold Seller harmless
from any loss, damage, liability and expense, together with all court costs and
attorneys' fees, if awarded by a court of law, which Seller may incur, by reason
of any material misrepresentation by Buyer or any material breach of any of
Buyer's warranties. Buyer's indemnity and hold harmless obligations shall
survive COE, provided that any claim for indemnity must be asserted within one
(1) year after COE.

      15. RENTS AND DEPOSITS. Seller and Buyer agree that, in addition to all
other conditions and covenants contained herein, Seller shall deliver to Buyer
and Escrow Agent not later than the day immediately prior to COE information,
certified by Seller to be true and accurate as of the date thereof and as of the
date of COE, with respect to (i) the amount of Tenant's security deposit under
the Lease, if any, and (ii) prepaid and/or abated rents, including, without
limitation, the amount thereof and the date to which such rents have been paid.

      16. BROKER'S COMMISSION. Concerning any brokerage commission, the Parties
agree as follows:

            a. the Parties warrant to one another that they have not dealt with
any finder, broker or realtor in connection with this Agreement except Michael
Maffia of BT Commercial Real Estate ("Broker");

            b. if any person shall assert a claim to a finder's fee or brokerage
commission on account of alleged employment as a finder or broker in connection
with this Agreement (including Broker), the Party (the Indemnifying Party")
under whom the finder or broker is claiming shall indemnify and hold the other
Party harmless from and against any such claim and all costs, expenses and
liabilities incurred by the Indemnifying Party in connection with such claim or
any action or proceeding brought on such claim, including, but not limited to,

                                       11

<PAGE>

counsel and witness fees and court costs in defending against such claim. The
provisions of this subsection shall survive cancellation of this Agreement or
COE; and

            c. Seller shall be responsible for payment of a commission to Broker
in an amount equal to three Percent (3%) of the Purchase Price, which commission
shall be paid at COE and only if COE in fact occurs.

      17. CLOSE OF ESCROW. COE shall be 5:00 p.m. MST on the forty fifth (45th)
day after the expiration of the Study Period or such earlier date as the parties
may mutually agree upon. Buyer may extend the COE date for up to an additional
fifteen (15) days upon delivery of written notice to extend the COE date to
Escrow Agent prior to the original COE date and by depositing an additional
Fifty Thousand and no/100 Dollars ($50,000.00) of earnest money with Escrow
Agent. For purposes of this Agreement, any additional earnest money deposited
with Escrow Agent pursuant to this Section 17 shall be added to and become a
part of the Earnest Money Deposit.

      18. ASSIGNMENT. This Agreement may not be assigned by Seller, except to an
exchange intermediary, without the prior written consent of Buyer which consent
shall not be unreasonably withheld. Buyer may assign its rights under this
Agreement to an affiliate of Buyer without seeking or obtaining Seller's
consent. Such assignment shall not become effective until the assignee executes
an instrument whereby such assignee expressly assumes each of the obligations of
Buyer under this Agreement, including specifically, without limitation, all
obligations concerning the Earnest Money Deposit. Buyer may also designate
someone other than Buyer, as grantee and/or assignee, under the Transfer
Documents by providing written notice of such designation at least five (5) days
prior to COE. No assignment shall release or otherwise relieve Buyer from any
obligations hereunder.

      19. RISK OF LOSS. Seller shall bear all risk of loss, damage or taking of
the Property which may occur prior to COE. In the event of any loss, damage or
taking prior to COE, Buyer may, at Buyer's sole option, by written notice to
Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money
Deposit plus interest shall be paid immediately by Escrow Agent to Buyer and,
except as otherwise provided in this Agreement, neither of the Parties shall
have any further liability or obligation hereunder. In the alternative, Buyer
may attempt to negotiate an appropriate downward adjustment of the Price. If
Seller and Buyer cannot agree upon such a downward adjustment within a
reasonable period (not to exceed ten (10) days from the date Buyer receives
notice of the loss) Buyer may cancel this Agreement as provided above. If Buyer
waives any such loss or damage to the Property and closes escrow, Seller shall
at COE and as a condition precedent thereto, either pay Buyer or at Seller's
option credit Buyer against the Additional Funds the amount of any insurance or
condemnation proceeds, or assign to Buyer, as of COE and in a form acceptable to
Buyer, all rights or claims for relief to the same.

      20. REMEDIES.

            a. Seller's Breach. If Seller breaches this Agreement, Buyer may, at
Buyer's sole option, either: (i) by written notice to Seller and Escrow Agent,
cancel this Agreement whereupon the Earnest Money Deposit plus interest shall be
paid immediately by Escrow Agent

                                       12

<PAGE>


to Buyer and, except as otherwise provided in this Agreement, neither of the
Parties shall have any further liability or obligation hereunder; or, (ii) seek
specific performance against Seller in which event COE shall be automatically
extended as necessary. Notwithstanding the foregoing, if specific performance is
unavailable as a remedy to Buyer because of Seller's affirmative acts, Buyer
shall be entitled to pursue all rights and remedies available at law or in
equity.

            b. Buyer's Breach. If Buyer breaches this Agreement, as its sole
remedy Seller shall be entitled to retain the Earnest Money Deposit in
accordance with subsection 5(b) as Seller's agreed and total liquidated damages.
Seller hereby waives any right to seek any equitable or legal remedies against
Buyer.

      21. ATTORNEYS' FEES. If there is any litigation to enforce any provisions
or rights arising herein in accordance with Section 20(a), the unsuccessful
party in such litigation, as determined by the court, agrees to pay the
successful party, as determined by the court, all costs and expenses, including,
but not limited to, reasonable attorneys' fees incurred by the successful party,
such fees to be determined by the court.

      22. NOTICES.

            a. Addresses. Except as otherwise required by law, any notice
required or permitted hereunder shall be in writing and shall be given by
personal delivery, or by deposit in the U.S. Mail, certified or registered,
return receipt requested, postage prepaid, addressed to the Parties at the
addresses set forth below, or at such other address as a Party may designate in
writing pursuant hereto, or tested telex, or telegram, or telecopies (fax), or
any express or overnight delivery service (e.g., Federal Express), delivery
charges prepaid:

if to Seller:                     Tradewind Associates L.P.
                                  c/o SC Management Company
                                  2189 FM 1960 West Road, #227
                                  Houston, TX 77090
                                  Attn: Bill Mehrens
                                  Tel.: (218) 357-9006
                                  Fax: (218) 537-6902

with copies to:                   Norman I. Book, Jr.
                                  Carr, McClellan et al.
                                  216 Park Road
                                  Burlingame, CA  94010
                                  Tel: (650) 342-9600
                                  Fax: (650) 342-7685

if to Buyer:                      Series A, LLC
                                  2555 E. Camelback Road, Suite 400
                                  Phoenix, AZ  85016
                                  Attn: Legal Department
                                  Tel.: (602) 778-8700
                                  Fax: (602) 778-8767

                                       13

<PAGE>

with copies to:                   Bennett Wheeler Lytle & Cartwright, PLC
                                  3838 North Central Avenue, Suite 1120
                                  Phoenix, AZ 85012
                                  Attn: J. Craig Cartwright
                                  Tel.: (602) 445-3433
                                  Fax: (602) 266-9119

If to Escrow Agent:               Lawyers Title Insurance Corporation
                                  1850 North Central Avenue, Suite 300
                                  Phoenix, AZ 85004
                                  Attn: Allen Brown
                                  Tel: (602) 287-3500
                                  Fax: (602) 263-0433

            b. Effective Date of Notices. Notice shall be deemed to have been
given on the date on which notice is delivered, if notice is given by personal
delivery, telex, telegrams or telecopies, and on the date of deposit in the
mail, if mailed or deposited with the overnight carrier, if used. Notice shall
be deemed to have been received on the date on which the notice is received, if
notice is given by personal delivery, and on the second (2nd) day following
deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of
any notice given to a party shall also be given to Escrow Agent by regular U.S.
Mail or by any other method provided for herein.

      23. CLOSING COSTS.

            a. Closing Costs. Seller and Buyer agree to pay closing costs as
indicated in this Agreement and in the escrow instructions attached hereto as
Exhibit F, and by this reference incorporated herein (the "Escrow
Instructions"). At COE, Seller shall pay (i) the costs of releasing all liens,
judgments, and other encumbrances that are to be released and of recording such
releases, (ii) the fees and costs due Escrow Agent for its services, (iii) the
transfer tax associated with the sale of the Property, if any, and (iv) all
other costs to be paid by Seller under this Agreement. Except as otherwise
provided for in this Agreement, Seller and Buyer will each be solely responsible
for and bear all of their own respective expenses, including, without
limitation, expenses of legal counsel, accountants, and other advisors incurred
at any time in connection with pursuing or consummating the transaction
contemplated herein. To the extent not the responsibility of Tenant under the
Lease, real estate taxes shall be prorated based upon the current valuation and
latest available tax rates. All prorations shall be calculated through escrow as
of COE based upon the latest available information, including, without
limitation, a credit to Buyer for any rent prepaid by Tenant for the period
beginning with and including the date on which the closing occurs through and
including the last day of the month in which the closing occurs. All other
credits to Buyer shall be similarly prorated. Any other closing costs not
specifically designated as the responsibility of either Party in the Escrow
Instructions or in this Agreement shall be paid by Seller and Buyer according to
the usual and customary allocation of the same by Escrow Agent. Seller agrees
that all closing costs payable by Seller shall be deducted from Seller's
proceeds otherwise payable to Seller at COE. Buyer shall deposit with Escrow
Agent sufficient cash to pay all of Buyer's closing costs. Except as

                                       14

<PAGE>

provided in this Section 23(a), Seller and Buyer shall each bear their own costs
in regard to this Agreement.

            b. Post-Closing Adjustment. If after COE, the parties discover any
errors in adjustments and apportionments or additional information becomes
available which would render the closing prorations materially inaccurate, the
same shall be corrected as soon after their discovery as possible. The provision
of this Section 23(b) shall survive COE except that no adjustment shall be made
later than two (2) months after COE unless prior to such date the Party seeking
the adjustment shall have delivered a written notice to the other Party
specifying the nature and basis for such claim. In the event that such claim is
valid, the Party against whom the claim is sought shall have ten (10) days in
which to remit any adjustment due.

            c. Instructions. This Agreement, together with the Escrow
Instructions set forth on Exhibit D, shall constitute escrow instructions for
the transaction contemplated herein. Such escrow instructions shall be construed
as applying principally to Escrow Agent's employment. The parties shall execute
such additional reasonable and customary escrow instructions as may be necessary
to conclude the transaction contemplated by this Agreement.

      24. ESCROW CANCELLATION CHARGES. If escrow fails to close because of
Seller's default, Seller shall be liable for any cancellation charges of Escrow
Agent. If escrow fails to close because of Buyer's default, Buyer shall be
liable for any cancellation charges of Escrow Agent. If escrow fails to close
for any other reason, Seller and Buyer shall each be liable for one-half of any
cancellation charges of Escrow Agent. The provisions of this Section 24 shall
survive cancellation of this Agreement.

      25. APPROVALS. Concerning all matters in this Agreement requiring the
consent or approval of any Party, the Parties agree that any such consent or
approval shall not be unreasonably withheld unless otherwise provided in this
Agreement.

      26. NO RELIANCE ON DOCUMENTS. Except as expressly stated herein, Seller
makes no representation or warranty as to the truth or accuracy of any
materials, data or information delivered by Seller or its agents to Buyer in
connection with the transaction contemplated hereby. Buyer acknowledges and
agrees that all materials, data and information delivered by Seller to Buyer in
connection with the transaction contemplated hereby are provided to Buyer as a
convenience only and that any reliance on or use of such materials, data or
information by Buyer shall be at the sole risk of Buyer. Neither Seller, nor any
affiliate of Seller, nor the person or entity that prepared any report or
reports delivered by Seller to Buyer shall have any liability to Buyer for any
inaccuracy in any such reports.

      27. AS IS DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT
IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE
ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

                                       15

<PAGE>

      BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND
CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL
FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT.
BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND
BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS
OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING
SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO
THE PROPERTY) MADE OR FURNISHED BY SELLER, OR ANY EMPLOYEES OR AGENTS
REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND
TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS-IS."

      BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR
TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO,
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR
DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE
EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY
HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY
SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER
OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH
IN THIS AGREEMENT. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL
AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS, AND BUYER, UPON CLOSING (EXCEPT WITH RESPECT TO THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT), SHALL BE
DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT, EXCLUDING
FRAUD), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT
BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR
ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS,
VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT TO THE EXTENT IN
VIOLATION OF ANY

                                       16

<PAGE>

REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR ARISING OUT
OF FRAUD OR INTENTIONAL MISREPRESENTATION BY SELLER.

/S/  JMP
----------------------    ---------------------------
Buyer's Initials          Seller's Initials

      28. ADDITIONAL ACTS. The Parties agree to execute promptly such other
documents and to perform such other acts as may be reasonably necessary to carry
out the purpose and intent of this Agreement.

      29. GOVERNING LAW/JURISDICTION/VENUE. This Agreement shall be governed by
and construed or enforced in accordance with the laws of the State of Arizona.
In regard to any litigation which may arise in regard to this Agreement, the
Parties shall and do hereby submit to the jurisdiction of and the Parties hereby
agree that the proper venue shall be in the United States District Court for the
District of Arizona in Phoenix and in the Superior Court of Arizona in Maricopa
County, Arizona.

      30. 1031 EXCHANGE. In connection with the transactions contemplated by
this Agreement, Seller may wish to engage in a tax-deferred exchange pursuant to
Section 1031 of the Internal Revenue Code of 1986 as amended. Buyer agrees to
reasonably cooperate with Seller in connection with such exchange, provided,
however, Buyer will not be required to take title to any other real property or
become a party to any purchase agreement; nor shall Buyer incur any additional
liability by reason of such exchange and Seller will indemnify and hold Buyer
harmless for, from and against any claim, demand, cause of action, liability or
expense (including attorney's fees) in connection therewith, including, without
limitation, any increase in escrow fees or charges resulting from such exchange;
and Seller acknowledges and agrees that Buyer has not made and will not make any
representation or warranty as to the effectiveness for tax purposes of any such
exchange.

      31. CONSTRUCTION. The terms and provisions of this Agreement represent the
results of negotiations among the Parties, each of which has been represented by
counsel of its own choosing, and neither of which has acted under any duress or
compulsion, whether legal, economic or otherwise. Consequently, the terms and
provisions of this Agreement shall be interpreted and construed in accordance
with their usual and customary meanings, and the Parties each hereby waive the
application of any rule of law which would otherwise be applicable in connection
with the interpretation and construction of this Agreement that ambiguous or
conflicting terms or provisions contained in this Agreement shall be interpreted
or construed against the Party whose attorney prepared the executed Agreement or
any earlier draft of the same.

      32. TIME OF ESSENCE. Time is of the essence of this Agreement. However, if
this Agreement requires any act to be done or action to be taken on a date which
is a Saturday, Sunday or legal holiday, such act or action shall be deemed to
have been validly done or taken if done or taken on the next succeeding day
which is not a Saturday, Sunday or legal holiday, and the successive periods
shall be deemed extended accordingly.

                                       17

<PAGE>

      33. INTERPRETATION. If there is any specific and direct conflict between,
or any ambiguity resulting from, the terms and provisions of this Agreement and
the terms and provisions of any document, instrument or other agreement executed
in connection herewith or in furtherance hereof, including any Exhibits hereto,
the same shall be consistently interpreted in such manner as to give effect to
the general purposes and intention as expressed in this Agreement which shall be
deemed to prevail and control.

      34. HEADINGS. The headings of this Agreement are for reference only and
shall not limit or define the meaning of any provision of this Agreement.

      35. FAX AND COUNTERPARTS. This Agreement may be executed by facsimile
and/or in any number of counterparts. Each party may rely upon any facsimile or
counterpart copy as if it were one original document.

      36. INCORPORATION OF EXHIBITS BY REFERENCE. All Exhibits to this Agreement
are fully incorporated herein as though set forth at length herein.

      37. SEVERABILITY. If any provision of this Agreement is unenforceable, the
remaining provisions shall nevertheless be kept in effect.

      38. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the Parties and supersedes all prior agreements, oral or written, with respect
to the subject matter hereof. The provisions of this Agreement shall be
construed as a whole and not strictly for or against any Party.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

                                       18

<PAGE>

            IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as
of the Effective Date.

SELLER:

                                   TRADEWIND ASSOCIATES L.P.,
                                   a California limited partnership

                                   By:  Goodhill Properties, Inc.
                                   a Delaware corporation, General Partner

                                   By:      /S/  William Mehrens
                                      -----------------------------------------
                                   Its:  Vice President

BUYER:                             SERIES A, LLC, an Arizona limited
                                   liability company

                                   By:      /S/  John M. Pons
                                      --------------------------------
                                            John M. Pons
                                   Its:     Authorized Officer

                                       19

<PAGE>

                            ESCROW AGENT'S ACCEPTANCE

         The foregoing fully executed Agreement together with the Earnest Money
Deposit is accepted by the undersigned this 19 day of September, 2005, which for
the purposes of this Agreement shall be deemed to be the date of Opening of
Escrow. Escrow Agent hereby accepts the engagement to handle the escrow
established by this Agreement in accordance with the terms set forth in this
Agreement.

                                      LAWYERS TITLE INSURANCE CORPORATION

                                      By:   /S/ Allen S. Brown
                                          --------------------------------------

                                      Title: Accts. Admin.

                                       20
<PAGE>

                                 SCHEDULE 13(o)
                              ENVIRONMENTAL REPORTS

A. Risk Based Corrective Action Assessment dated October 7, 1996 prepared by
Reed Engineering Group

B. TNRCC letter dated October 25, 1996 regarding the release of hydrocarbons.

C. Phase I Environmental Site Assessment dated December 3, 1996 prepared by Reed
Engineering.

D. TNRCC letter dated March 25, 1997 regarding closure of the site.

E. Excavation Activities Report dated July 21, 1997 prepared by Reed Engineering
Group.

<PAGE>

          FIRST AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

      This First Amendment to Purchase Agreement and Escrow Instructions (this
"Amendment") is effective as of the 28th day of November, 2005, by and between
SERIES A, LLC, as Buyer, and TRADEWIND ASSOCIATES L.P., as Seller, and provides
as follows:

      WHEREAS, Buyer and Seller entered into that certain Purchase Agreement and
Escrow Instructions, effective as of September 13, 2005 (the "Agreement"), with
respect to the improved property located at 7200 Grapevine Highway, Richland
Hills, Texas; and

      WHEREAS, Seller and Buyer desire to amend the Agreement to revise the
definition of Closing. All capitalized terms used herein shall have the meaning
given to them in the Agreement.

      NOW, THEREFORE, the parties agree as follows:

      1. The first sentence of Section 17 of the Agreement is hereby amended and
restated as follows:

      "COE shall be on or before 5:00 p.m. MST on December 8, 2005."

      2. Except as provided herein, all terms and conditions of the Amendment
shall remain in full force and effect.

      3. This Amendment shall inure to the benefit of and shall be binding upon
the parties hereto and their respective successors and assigns.

      4. The parties agree that this Amendment may be executed by the parties in
one or more counterparts and each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

                                       1

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date set forth above.

BUYER:                            SERIES A, LLC

                                  By:      /S/  John M. Pons
                                     ------------------------------------------
                                           John M. Pons
                                  Its:     Authorized Officer

SELLER:                           TRADEWIND ASSOCIATES L.P.

                                  By: Goodhill Properties, Inc., General Partner

                                  By:      /S/  Bill Mehrens
                                     ------------------------------------------
                                  Printed Name:  Bill Mehrens
                                  Its:  Vice President

                                       2