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                                                                   Exhibit 10.29

                    ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

                       METRO ACQUISITIONS, LLC, AS SELLER

                                       AND
                             SERIES C, 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 and Sale Agreement ("Purchase Agreement")
described herein, to ASSIGNEE and its successors and assigns. The Purchase
Agreement is described as follows:

       DATE OF AGREEMENT: November 9, 2005

       ORIGINAL BUYER: Series C, LLC

       ASSIGNED TO:  Cole PT Auburn Hills MI, LLC

       PROPERTY ADDRESS: 2500 Executive Hills Drive, Auburn Hills,  MI 48326

      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 14th day of December, 2005.

ASSIGNOR:                                        ASSIGNEE:

SERIES C, LLC                                    COLE PT AUBURN HILLS MI, LLC

                                                 By: Cole REIT Advisors II, LLC
By:  /S/  John M. Pons                               its Manager
    ---------------------------
     John M. Pons
     Authorized Officer

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

                       ARTICLE 1: PROPERTY/PURCHASE PRICE

    1.1. Certain Basic Terms.

(a) Purchaser and Notice Address:

Series C, LLC
2555 E. Camelback Road, Suite 400
Phoenix, Arizona 85016
Attention: Legal Department
Facsimile: (602) 778-8780

With a copy to:

Bennett Wheeler Lytle & Cartwright, PLC
3838 N. Central Avenue, Suite 1120
Phoenix, Arizona 85012
Attention: Kevin T. Lytle, Esq.
Facsimile: (602) 266-9119

(b) Seller and Notice Address:

Metro Acquisitions, LLC
c/o Lauth Group, Inc.
401 Pennsylvania Parkway
Indianapolis, Indiana  46280

Attention:  Mark R. Susemichel
Facsimile: (317) 564-3053

With a copy to:

Wooden & McLaughlin, LLP
One Indiana Square, Suite 1800
Indianapolis, Indiana 46204
Attn: E. Joseph Kremp
Facsimile: (317) 639-6444

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(c) Title Company and Escrow Agent:

Chicago Title Insurance Company, National Business Unit
330 Grant Street Suite 920
Pittsburgh, Pennsylvania 15219
Attn:  Ms. Karen Greene
Facsimile: (412) 281-5611

(d) Effective Date:                 The latest date of execution by the Seller
                                   and the Purchaser, as shown on the signature
                                   page hereto.

(e) Purchase Price:                 Twenty-Three Million Six Hundred Thousand
                                   and no/100 Dollars ($23, 600,000.00).

(f) Earnest Money:                  Two Hundred Fifty Thousand and no/100
                                   Dollars ($250,000.00) in immediately
                                   available funds shall be deposited by
                                   Purchaser not later than three business days
                                   after the Effective Date (the "Initial
                                   Earnest Money Deposit"). Purchaser shall make
                                   an additional deposit of Five Hundred
                                   Thousand and no/100 Dollars ($500,000.00) in
                                   immediately available funds prior to the
                                   expiration of the Due Diligence Period
                                   described in Paragraph 1.1(g) (the "Second
                                   Earnest Money Deposit") (the Initial Earnest
                                   Money Deposit and the Second Earnest Money
                                   Deposit, together with all interest earned or
                                   accrued thereon, being sometimes referred to
                                   hereinafter collectively as the "Earnest
                                   Money"). Upon the expiration of the due
                                   Diligence Period, all of the Earnest Money
                                   shall be nonrefundable, except for a
                                   termination by Seller under Paragraph 10.16
                                   or by Purchaser under Paragraph 8.2, and
                                   applicable to the Purchase Price.

(g) Due Diligence Period:           The period ending 5 p.m. MST on November
                                   23, 2005.

      1.2. Property. Subject to the terms of this Agreement, Seller agrees to
sell to Series C, LLC, and its permitted successors or assigns ("Purchaser"),
and Purchaser agrees to purchase from Seller, the property depicted in Exhibit
"A" and described in Exhibit "B" each attached hereto and by reference made a
part hereof, all rights, privileges and easements appurtenant and all other
property rights, together with all buildings, structures and other improvements
located, constructed and installed thereupon, any contract, warranty, permit or
lease rights (including, without limitation, Seller's interest in and to the
Lease and Lease Guaranty, as defined below in this Paragraph 1.2), easements or
utility contracts, all of Seller's interest, if any, in any

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equipment, machinery and personal property locate on or used in connection with
the real property, or other rights relating to the ownership of the real
property (collectively, the "Property"). LDM Technologies, Inc., a Michigan
corporation ("LDM") and Seller have entered into a certain lease of the Property
dated August 15, 2005, a true and accurate copy of which is attached hereto as
Exhibit "C" and by reference made a part hereof (the "Lease") which Lease is
guaranteed by Plastech Engineered Products, Inc. (the "Lessee Guarantor")
pursuant to a certain Lease Guaranty dated August 15, 2005 (the "Lease
Guaranty"). Seller agrees to assign to Purchaser, and Purchaser agrees to assume
at Closing, the rights and obligations of Seller under the Lease.

      1.3. Earnest Money. The Earnest Money shall be deposited with the Escrow
Agent. In the event that Purchaser fails to timely deposit any portion of the
Earnest Money, this Agreement may be terminated by Seller. The Earnest Money
shall be held and disbursed pursuant to Article 9 of this Agreement.

                   ARTICLE 2: INSPECTIONS AND TITLE INSURANCE

      2.1. Property Information. Seller has made available to Purchaser the
following: (a) a Phase I environmental site assessment of the Property prepared
by Professional Services Industries, Inc. (the "Phase I"); and (b) a Property
Condition Assessment prepared by Professional Services Industries, Inc. (the
"Property Condition Assessment") (the Phase I and Property Condition Assessment
together with the Survey, and Title Insurance Commitment described in Paragraph
2.6 being sometimes hereinafter referred to individually as a "Third Party
Report" and collectively as the "Third Party Reports"). Seller makes no
representation or warranty regarding the accuracy or completeness of the Third
Party Reports. Seller agrees to furnish Purchaser all such additional
information relating to the condition of the Property that Seller possesses and
Purchaser may reasonably request during the Due Diligence Period.

      2.2. Inspections in General. During the Due Diligence Period, Purchaser,
its agents, and employees shall have the right to enter upon the Property,
subject to the rights of LDM in the Property, for the purpose of making
non-invasive inspections at Purchaser's sole risk, cost and expense. At Seller's
request, Purchaser shall provide Seller with a copy of the results of any tests,
inspections, title reports and surveys made or obtained by Purchaser to the
extent that the provision of such results is not prohibited by the party that
conducted the test, inspection and/or study that yielded such results. If any
inspection or test disturbs the Property, Purchaser will restore the Property to
the same condition as existed before the inspection or test. Purchaser shall
defend, indemnify Seller and LDM and hold Seller and LDM, Seller's members and
managers, LDM's officers, directors, and the agents, contractors and employees
of all of them and the Property harmless from and against any and all losses,
costs, damages, claims, or liabilities, including but not limited to, Seller's
and LDM's attorneys' fees, due to the negligence of Purchaser, its employees or
any of its agents during the inspection of the Property or with respect to any
mechanic's and materialmen's liens asserted by persons hired by Purchaser to
conduct such inspections. Notwithstanding the foregoing, Purchaser shall have no
responsibility or liability with respect to activities of the inspectors hired
to perform the Phase I, the Property Condition Assessment or any other
inspection, report or activity conducted by parties hired by or

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on behalf of Seller. The provisions of this paragraph shall survive the Closing
or the earlier termination of this Agreement.

      2.3. Environmental Inspections and Release. The inspections under
Paragraph 2.2 may include a non-invasive environmental inspection of the
Property. At Seller's request, Purchaser shall deliver to Seller copies of any
environmental report obtained by Purchaser to the extent that the provision of
such results is not prohibited by the party that conducted the test, inspection
and/or study that yielded such results. Except as explicitly provided herein,
Seller, for itself and any Seller's Affiliates (hereafter defined) makes no
representation or warranty with respect to the environmental condition of the
Property or any compliance or non-compliance of the Property in connection with
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act, and the Toxic Substance Control Act, all as
amended, or any other cause of action based on any other state, local, or
federal environmental law, rule or regulation (the "Environmental Statutes").
"Seller's Affiliates" means (a) any entity that directly or indirectly controls,
is controlled by or is under common control with the Seller, or (b) any entity
at least a majority of whose economic interest is owned by Seller; and the term
"control" means the power to direct the management of such entity through voting
rights, ownership or contractual obligations.

      2.4. Termination During Due Diligence Period. Unless Purchaser so notifies
Seller, in writing, on or before the end of the Due Diligence Period, of
Purchaser's determination that the Property is acceptable for Purchaser's
purposes and Purchaser's waiver of the conditions set forth is this Article 2,
this Agreement shall be canceled and all Earnest Money shall be returned
immediately to Purchaser and, except as otherwise provided in this Agreement,
neither of the Parties shall have any further liability or obligation under this
Agreement.

      2.5. Confidentiality. All information, other than matters of public record
or matters generally known to the public, furnished to, or obtained through
inspection of the Property by, Purchaser, its affiliates, lenders, employees,
attorneys, accountants and other professionals or agents relating to the
Property, will be treated by Purchaser, its affiliates, lenders, employees and
agents as confidential, and will not be disclosed to anyone other than on a
need-to-know basis and to Purchaser's consultants who agree to maintain the
confidentiality of such information, and will be returned to Seller by Purchaser
if the Closing does not occur. The confidentiality provisions of this Paragraph
2.5 shall not apply to any disclosures made by Purchaser as required by law, by
court order, or in connection with any subpoena served upon Purchaser, provided
Purchaser shall provide Seller with written notice before making any such
disclosure, or to any information obtained by Purchaser that is generally
available to the public or of which Purchaser became aware prior to the
execution of this Agreement.

      2.6. Title Insurance Commitment and Survey. Seller has delivered to
Purchaser a title insurance commitment for an ALTA policy for the full amount of
the Purchase Price prepared by Chicago Title Insurance Company (the "Title
Insurance Commitment") and an ALTA survey of the Property prepared by Conestoga
Rovers (the "Survey"). If the Title Insurance Commitment or Survey disclose
exceptions or other matters that render the title unmarketable or that Purchaser
determines to be objectionable, Purchaser shall have the right prior to the
expiration of

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the Due Diligence Period, to terminate this Agreement by written notice to
Seller whereupon the Earnest Money shall be promptly returned to Purchaser, or
to accept title subject to such exceptions. A failure to provide such written
notice during the Due Diligence Period shall be conclusive evidence of
Purchaser's willingness to accept title subject to such exceptions.
Notwithstanding the foregoing, in no event shall Purchaser be obligated to take
title to the Property subject to any monetary liens or mortgages unless such
monetary lien or mortgage is caused by Purchaser.

      2.7. Purchaser's Reliance on its Investigations. To the maximum extent
permitted by applicable law and except for Seller's representations and
warranties in Paragraph 7.1 and any warranties of title contained in the Deed,
Assignment and Assumption of Lease delivered at the Closing ("Seller's
Warranties"), this sale is made and will be made without representation,
covenant, or warranty of any kind (whether express, implied, or, to the maximum
extent permitted by applicable law) by Seller. As a material part of the
consideration for this Agreement, Purchaser agrees to accept the Property on an
"as is" and "where is" basis, with all faults, and without any representation or
warranty, all of which Seller hereby disclaims, except for Seller's Warranties.
Except for Seller's Warranties, no warranty or representation is made by Seller
as to fitness for any particular purpose, merchantability, design, quality,
condition, operation or income, compliance with drawings or specifications,
absence of defects, absence of hazardous or toxic substances, absence of faults,
flooding, or compliance with laws and regulations including, without limitation,
those relating to health, safety, and the environment. Purchaser acknowledges
that Purchaser has entered into this Agreement with the intention of making and
relying upon its own investigation of the physical, environmental, economic use,
compliance, and legal condition of the Property and that, other than the
Seller's Warranties, Purchaser is not now relying, and will not later rely, upon
any representations and warranties made by Seller or anyone acting or claiming
to act, by, through or under or on Seller's behalf concerning the Property. The
provisions of this Paragraph 2.7 shall survive indefinitely any Closing or
termination of this Agreement and shall not be merged into the Closing
documents.

                         ARTICLE 3: SELLER'S CONDITIONS

      Intentionally deleted.

                            ARTICLE 4: RISK OF LOSS

This Agreement may be terminated by Purchaser who shall be entitled to a refund
of the Earnest Money in the event of a casualty or condemnation or taking under
threat of condemnation of any part of the Property that (i) results in a right
by LDM to pay reduced rent, (ii) otherwise requires the landlord under the Lease
to make any payments towards restoration of the Property, or (iii) would
reasonably be estimated to require more than $250,000 and/or ninety (90) days to
rebuild, repair or restore.

                               ARTICLE 5: CLOSING

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      5.1. Closing. The consummation of the transaction contemplated herein
("Closing") shall occur within ten (10) days after the expiration of the Due
Diligence Period (the actual date of Closing being hereinafter referred to as
the "Closing Date"). Purchaser shall have the one (1) time right to extend the
Closing Date by written notice to Seller for a period of ten (10) days, provided
that as a condition to such extension, Purchaser shall have increased the
Earnest Money deposited with Escrow Agent by an additional Three Hundred Fifty
Thousand and no/100 Dollars ($350,000.00), which amount shall be non-refundable,
except for a default by Seller, but applicable to the Purchase Price.

      5.2. Conditions to the Parties' Obligations to Close. The obligation of
Seller, on the one hand, and Purchaser, on the other hand, to consummate the
transaction contemplated hereunder is contingent upon the performance by the
other party of its obligations hereunder and all deliveries to be made at
Closing shall have been tendered. Additionally, it shall be a condition to
Purchaser's obligation to consummate the transaction contemplated hereunder that
from the Effective Date hereof until Closing (i) the Property shall have been
operated and maintained in a manner generally consistent with the manner in
which Tenant has operated and maintained the Property prior to the date hereof,
(ii) Seller shall have performed in all material respects, its obligations under
the Lease, (iii) the Lease shall not have been amended or modified and Seller
shall not have waived any material rights under the Lease, and (iv) Tenant shall
have maintained the existing or comparable insurance coverage, if any, for all
buildings and structures located on the Property which Tenant is obligated to
maintain under the Lease.

      If any condition to Closing hereunder has not been satisfied, the party
for whose benefit the condition exists may elect to close, notwithstanding the
nonsatisfaction of such condition and there shall be no liability on the part of
the other party for nonsatisfaction of such condition or for breaches of
representations and warranties of which the party electing to close had
knowledge as of the Closing. If a party is in default hereunder, the other party
shall have the rights described in Article 8.

      5.3. Seller's Deliveries. (a) On or before the Closing Date, Seller shall
deliver in escrow to Escrow Agent the following:

            (i)   Deed. A special or limited warranty deed conveying Seller's
                  interest in the Property substantially in the form attached
                  hereto as Exhibit "D" (the "Deed");

            (ii)  Assignment and Assumption of Lease and Guaranty. An executed
                  counterpart of an Assignment and Assumption of the Lease and
                  Guaranty substantially in the form attached hereto as Exhibit
                  "E" (the "Assignment and Assumption of Lease"). The Assignment
                  and Assumption of Lease shall include an indemnity by Seller
                  of all liabilities and obligations under the Lease arising on
                  or prior to closing and an indemnity by Purchaser of all
                  liabilities and obligations under the Lease arising after to
                  closing;

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            (iii) Quitclaim Bill of Sale. An executed counterpart of a Quitclaim
                  Bill of Sale substantially in the form attached hereto as
                  Exhibit "F" (the "Bill of Sale");

            (iv)  Assignment of Contracts. An executed counterpart of an
                  Assignment Agreement substantially in the form attached hereto
                  as Exhibit "G," whereby Seller conveys all its interest in and
                  to any contracts, warranties and/or permits related to the
                  Property (the "Assignment Agreement");

            (v)   State Law Disclosures. Such disclosures and reports as are
                  required by applicable state law in connection with the
                  conveyance of real property;

            (vi)  FIRPTA. A Foreign Investment in Real Property Tax Act
                  affidavit executed by Seller;

            (vii) Estoppel Certificates. (i) An estoppel certificate executed by
                  LDM ("LDM Estoppel Certificate") certifying substantially as
                  follows: that the Lease is unmodified and in full force and
                  effect (or if there has been modification thereof, that the
                  same is in full force and effect as modified and stating the
                  nature thereof); that to the best of its knowledge there are
                  no uncured defaults on the part of the landlord under the
                  Lease (or if any such default exists, the specific nature and
                  extent thereof); the date to which any rents and other charges
                  have been paid in advance, if any; and (ii) an estoppel
                  certificate executed by Lessee Guarantor ("Lessee Guarantor
                  Estoppel Certificate") certifying substantially as follows:
                  that the Lease Guaranty is unmodified and in full force and
                  effect (or if there has been modification thereof, that the
                  same is in full force and effect as modified and stating the
                  nature thereof);

            (viii) Recertification of Representations and Warranties. A
                  certificate effective as of the date of closing stating that
                  all Seller's Warranties made in this Agreement remain
                  effective as of the Closing Date, except for changes in the
                  ordinary course of business since the date of this Agreement
                  or as otherwise permitted by the terms of this Agreement;

            (ix)  SNDA. A reasonable and customary subordination, nondisturbance
                  and attornment agreement executed by LDM and Lessee Guarantor
                  in the form agreed to by LDM, Lessee Guarantor and Purchaser's
                  lender;

            (x)   Owner's Affidavit. 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, as defined in Paragraph
                  5.4(b) below;

            (xi)  Holdback Agreement. An executed escrow holdback agreement
                  delivered to Escrow Agent in form and substance reasonably
                  acceptable to Seller and to Purchaser, whereby Escrow Agent
                  shall hold funds of Seller in an

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                  amount equal to the insurance premium for the Owner's Policy
                  until such Owner's Policy has been issued in form and
                  substance reasonably acceptable to Buyer; and

            (xii) Additional Documents. Any additional documents that Escrow
                  Agent or the Title Company may reasonably require for the
                  proper consummation of the transaction contemplated by this
                  Agreement.

      (b) On or before the Closing Date, Seller shall deliver to Purchaser the
following:

            (i)   Owner's Policy. A written commitment for an ALTA extended
                  coverage title insurance policy (the "Owner's Policy") on the
                  Property or a pro forma policy with respect thereto subject
                  only to those matters approved or deemed approved by Purchaser
                  pursuant to this Agreement;

            (ii)  Security Deposits. All security deposits and pre-paid/abated
                  rents under the Lease, if any, in the form of a credit in
                  favor of Purchaser against the Purchase Price;

            (iii) Waiver of Right of First Refusal. An executed waiver by LDM of
                  any right of first refusal under the Lease;

            (iv)  Certificate of Occupancy. The final Certificate of Occupancy
                  for the buildings and improvements located on the Property or
                  a copy thereof;

            (v)   Notice to Tenant. A letter from Seller to LDM requesting that
                  future rent under the Lease be paid to Purchaser; and

            (vi)  SEC Information. The SEC Filing Information, as defined in
                  Paragraph 10.17, and the SEC Filings Letter signed be Tenant,
                  as defined in Paragraph 10.17, not less than five (5) days
                  prior to Closing; in the event Seller is unable to cause
                  Tenant to sign the SEC Filings Letter not less than five (5)
                  days prior to Closing, Purchaser shall not be obligated to
                  consummate the transaction contemplated by this Agreement; and

            (vii) Contracts, Warranties, Etc. Originals of the Lease, any
                  contracts and permits related to the Property in the
                  possession or control 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.

      5.4. Purchaser's Deliveries in Escrow. On or before the Closing Date,
Purchaser shall deliver in escrow to the Escrow Agent the following:

      (a)   Purchase Price. The Purchase Price, minus the Earnest Money and plus
            or minus applicable prorations, deposited by Purchaser with the
            Escrow Agent in

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            immediate, same-day federal funds wired for credit into the Escrow
            Agent's escrow account at a bank satisfactory to Seller no later
            than 1:00 P.M. Indianapolis time on the day of Closing.

      (b)   Assignment and Assumption of Lease. An executed counterpart of an
            Assignment and Assumption of the Lease.

      (c)   State Law Disclosures. Such disclosures and reports as are required
            by applicable state law in connection with the conveyance of real
            property.

      (d)   Additional Documents. Any additional documents that Escrow Agent or
            the Title Company may reasonably require for the proper consummation
            of the transaction contemplated by this Agreement.

      5.5. Closing Statements. At the Closing, Seller and Purchaser shall
deposit with the Escrow Agent executed closing statements consistent with this
Agreement in the form required by the Escrow Agent.

      5.6. Costs. At Closing each party shall pay its portion of the following
costs as indicated below:

            (a)   Survey, Phase I and Property Inspection Report - Seller shall
                  bear all costs with respect to what has been provided pursuant
                  to Paragraph 2.1

            (b)   Owner's Policy - Seller (provided that Purchaser shall pay the
                  cost of any endorsements thereto requested by Purchaser and
                  Seller shall pay the cost of any endorsements Seller agrees to
                  obtain to cure a title matter deemed objectionable to
                  Purchaser pursuant to Paragraph 2.6)

            (c)   Recording charges - Purchaser

            (d)   Transfer taxes - Seller

            (e)   Other - the Escrow Agent's escrow fee including any escrow
                  cancellation fee or other fees due upon a termination of this
                  Agreement shall be evenly divided between the parties. Each
                  party shall pay its own attorneys' fees.

                             ARTICLE 6: PRORATIONS

      6.1. Prorations and Credits. Purchaser agrees to pay all real estate taxes
and assessments payable after the Closing Date.

      6.2. Sale Commissions. Seller and Purchaser represent and warrant each to
the other that they have not dealt with any real estate broker, sales person or
finder in connection with this transaction other than BT Commercial ("Broker").
If this transaction is closed, Seller shall pay Broker's commission, as provided
under separate agreement. Except as expressly set forth above, if any claim is
made for broker's or finder's fees or commissions in connection with the
negotiation, execution or consummation of this Agreement or the transactions
contemplated

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hereby, each party shall defend, indemnify and hold harmless the other party
from and against any such claim based upon any statement, representation or
agreement of such party.

              ARTICLE 7: PURCHASER'S REPRESENTATIONS AND WARRANTIES

      7.1. Seller's Representations and Warranties. As a material inducement to
Purchaser to execute this Agreement and consummate this transaction, Seller
represents and warrants to Purchaser that:

      (a)   Organization and Authority. Seller has been duly organized and is
            validly existing as an Indiana limited liability company. Seller has
            the contractual right to acquire the Property and has the full right
            and authority and has obtained any and all consents required to
            enter into this Agreement and to consummate or cause to be
            consummated the transactions contemplated hereby. This Agreement has
            been, and any document delivered by Seller at the Closing will be,
            authorized and properly executed and constitutes, or will
            constitute, as appropriate, the valid and binding obligation of
            Seller, enforceable in accordance with its terms.

      (b)   Conflicts and Pending Action. Other than the Lease, there is no
            agreement to which Seller is a party or to Seller's knowledge
            binding on Seller which would bind the Property prior to Closing.
            There is no action or proceeding pending or, to Seller's knowledge,
            threatened against the Property, including condemnation proceedings,
            or against the Seller.

      (c)   Lease. The Lease sets forth the entire agreement between Seller and
            LDM with respect to the lease of the Property, and as of Closing
            shall be in full force and effect in accordance with its terms, and
            will not have been amended, modified, extended, supplemented or
            assigned without Purchaser's prior consent. As of Closing, there
            will exist no default by LDM or Seller under the Lease.

      (d)   Laws. To Seller's knowledge, without duty of investigation or
            inquiry, neither the Property nor its use by LDM is in violation of
            any local governmental rule, ordinance, regulation or building code,
            nor is there a pending or threatened investigation regarding a
            possible violation of any of the foregoing.

      (e)   Due Diligence Materials. Seller represents that Seller has not
            intentionally withheld from Purchaser any information regarding the
            Property or the Lease (including relevant information regarding LDM
            and Lessee Guarantor) in its possession and has not intentionally
            failed to deliver or disclose any material fact of which it has
            knowledge regarding the condition of the Property or the Lease.

      (f)   No Unrecorded Title Defects. To Seller's knowledge, there are no
            unrecorded leases (other than the Lease), liens or encumbrances
            which may affect title to the Property.

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      (g)   No Action to Change Zoning or Permitted Uses. Seller has not and
            will not, without the prior written consent of Purchaser, 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)   Payment of Property Expenses. Except for any item to be prorated at
            Closing 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 Closing shall be paid in full by Seller.

      (i)   Payment of Taxes. 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 Closing) have
            been paid or will be so paid by Seller prior to Closing.

      (j)   Environmental. Except as disclosed in the Third Party Reports,
            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. "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.

            Except as disclosed in the Third Party 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. Seller
            hereby assigns to Purchaser, effective as of Closing, all claims,
            counterclaims, defenses, or actions, whether at common law, or
            pursuant to any other applicable federal or state or other laws
            which Seller may have against any third parties relating to the
            existence of any Hazardous Materials in, at, on, under or about the
            Property (including Hazardous Materials released on the Property
            prior to COE and continuing in existence on the Property at COE).

      (l)   No Increased Assessed Valuation. To Seller's knowledge, there are no
            proceedings pending for the increase of the assessed valuation of
            the Property.

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<PAGE>

      (m)   Duty to Supplement. Should Seller receive notice or knowledge of any
            information regarding any of the matters set forth in this Article 7
            after the Effective Date and prior to Closing, Seller will
            immediately notify Purchaser of the same in writing.

      (n)   Survival. All representations made in this Agreement by Seller shall
            survive the execution and delivery of this Agreement and Closing.
            Seller shall and does hereby indemnify against and hold Purchaser
            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 Closing for a period of twelve months.

      7.2. Purchaser's Representations and Warranties. As a material inducement
to Seller to execute this Agreement and consummate this transaction, Purchaser
represents and warrants to Seller that:

      (a)   Organization and Authority. Purchaser has been duly organized and
            validly exists. Purchaser has the full right and authority and has
            obtained any and all consents required to enter into this Agreement
            and to consummate or cause to be consummated the transactions
            contemplated hereby. This Agreement has been, and all of the
            documents to be delivered by Purchaser at the Closing will be,
            authorized and properly executed and constitutes, or will
            constitute, as appropriate, the valid and binding obligation of
            Purchaser, enforceable in accordance with their terms.

      (b)   Conflicts and Pending Action. There is no agreement to which
            Purchaser is a party or to Purchaser's knowledge binding on
            Purchaser which is in conflict with this Agreement. There is no
            action or proceeding pending or, to Purchaser's knowledge,
            threatened against Purchaser which challenges or impairs Purchaser's
            ability to execute or perform its obligations under this Agreement.

      (c)   Survival. All representations made in this Agreement by Purchaser
            shall survive the execution and delivery of this Agreement and
            Closing. Purchaser 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 Purchaser or any material breach of any of
            Purchaser's warranties. Purchaser's indemnity and hold harmless
            obligations shall survive Closing for a period of twelve months.

                         ARTICLE 8: DEFAULT AND DAMAGES

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<PAGE>

      8.1. Default by Purchaser. If Purchaser shall default in its obligation to
close hereunder, Purchaser agrees that Seller shall have the right to have the
Escrow Agent deliver the Earnest Money to Seller as liquidated damages and as
its sole and exclusive remedy.

      8.2. Default by Seller. If Seller defaults in its obligation to sell and
convey, or cause to be conveyed, the Property to Purchaser pursuant to this
Agreement, Purchaser's sole remedy shall be to elect one of the following: (a)
to terminate this Agreement, in which event Purchaser shall be entitled to the
return of the Earnest Money, or (b) to bring a suit for specific performance
provided that any suit for specific performance must be brought within thirty
(30) days of Seller's default, Purchaser waiving the right to bring suit at any
later date. Purchaser agrees not to file a lis pendens or other similar notice
against the Property except in connection with, and after, the proper filing of
a suit for specific performance. Notwithstanding the foregoing, if specific
performance is unavailable as a remedy to Purchaser because of Seller's
affirmative acts, Buyer shall be entitled to the return of the Earnest Money and
shall further be entitled to out of pocket expenses actually incurred by
Purchaser in connection with its review of the Property, such expenses not to
exceed Seventy-Five Thousand and no/100 Dollars ($75,000.00).

                      ARTICLE 9: EARNEST MONEY PROVISIONS

Upon a termination of this Agreement, either party to this Agreement shall give
written notice to the other party of such termination and the reason for such
termination. Such request shall also constitute a request for the release of the
Earnest Money to the party entitled to the Earnest Money.

                           ARTICLE 10: MISCELLANEOUS

      10.1. Parties Bound. Neither party may assign this Agreement without the
prior written consent of the other, and any such prohibited assignment shall be
void, except that either party may assign all or any parts of its rights
hereunder to any subsidiary or affiliate of such party, provided that no such
assignment shall relieve the assigning party of its obligations hereunder.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the respective legal representatives, successors, assigns, heirs, and
devisees of the parties. Notwithstanding anything in this Agreement to the
contrary, Seller, without Purchaser's prior consent, shall be entitled, but not
required, to cause the Property to be conveyed to Purchaser by way of direct
Deed from LDM (the "Direct Deed")(both Seller's and Purchaser's permitted
assignment, an "Approved Assignment"). In no event shall any such Approved
Assignment release the original parties hereto of their respective obligations
and liabilities under this Agreement. Each party agrees to act reasonably to
facilitate the other party's Approved Assignment.

      10.2. Confidentiality. Purchaser shall make no public announcement of the
Purchase Price of this Agreement or any information obtained from Seller, to
outside brokers or third parties with respect to the Property if Purchaser does
not purchase the Property. Purchaser shall not record this Agreement or any
memorandum of this Agreement.

                                       13
<PAGE>

      10.3. Headings. The article and paragraph headings of this Agreement are
for convenience only and in no way limit or enlarge the scope or meaning of the
language hereof.

      10.4. Invalidity and Waiver. If any portion of this Agreement is held
invalid or inoperative, then so far as is reasonable and possible the remainder
of this Agreement shall be deemed valid and operative, and effect shall be given
to the intent manifested by the portion held invalid or inoperative. The failure
by either party to enforce against the other any term or provision of this
Agreement shall not be deemed to be a waiver of such party's right to enforce
against the other party the same or any other such term or provision in the
future.

      10.5. Governing Law and Venue. This Agreement shall, in all respects, be
governed, construed, applied, and enforced in accordance with the law of the
state where the Property is located.

      10.6. Survival. Unless otherwise expressly stated in this Agreement, each
of the covenants, obligations, representations, and agreements contained in this
Agreement shall survive the Closing and the execution and delivery of the Deed
required hereunder only for a period of 12 months immediately following the
Closing Date; provided, however the indemnification provisions of Paragraphs 2.3
and 6.2 and the provisions of Paragraphs 2.2, 2.4. 6.2, 7.1, 7.2 and 10.2 shall
survive the termination of this Agreement or the Closing, whichever occurs, and
shall not be merged, until the applicable statute of limitations with respect to
any claim, cause of action, suit or other action relating thereto shall have
fully and finally expired. Any claim brought after Closing based upon a
misrepresentation or a breach of a warranty contained in this Agreement shall be
actionable or enforceable if and only if notice of such claim is given to the
party which allegedly made such misrepresentation or breached such covenant,
obligation, warranty or agreement within 12 months after the Closing Date.

      10.7. No Third Party Beneficiary. This Agreement is not intended to give
or confer any benefits, rights, privileges, claims, actions, or remedies to any
person or entity as a third party beneficiary or otherwise other than pursuant
to an Approved Assignment.

      10.8. Entirety and Amendments. This Agreement embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings relating to the Property except for any confidentiality agreement
binding on Purchaser, which shall not be superseded by this Agreement. This
Agreement may be amended or supplemented only by an instrument in writing
executed by the party against whom enforcement is sought.

      10.9. Time. Time is of the essence in the performance of this Agreement.

      10.10. Attorneys' Fees. Should either party employ attorneys to enforce
any of the provisions hereof, the party against whom any final judgment is
entered agrees to pay the prevailing party all reasonable costs, charges, and
expenses, including attorneys' fees, awarded by the court entering such final
judgment.

      10.11. Notices. All notices required or permitted hereunder shall be in
writing and shall be served on the parties at the addresses set forth in
Paragraph 1.1. Any such notices shall be

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<PAGE>

either (a) sent by overnight delivery using a nationally recognized overnight
courier, in which case notice shall be deemed delivered one business day after
deposit with such courier, (b) sent by facsimile, with written confirmation by
overnight or first class mail, in which case notice shall be deemed delivered
upon receipt of confirmation transmission of such facsimile notice, or (c) sent
by personal delivery, in which case notice shall be deemed delivered upon
receipt. Any notice sent by facsimile or personal delivery and delivered after
5:00 p.m. MST shall be deemed received on the next business day. A party's
address may be changed by written notice to the other party; provided, however,
that no notice of a change of address shall be effective until actual receipt of
such notice. Copies of notices are for informational purposes only, and a
failure to give or receive copies of any notice shall not be deemed a failure to
give notice.

      10.12. Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any exhibits or amendments hereto.

      10.13. Calculation of Time Periods. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included, unless such last day is a
Saturday, Sunday or legal holiday for national banks in the location where the
Property is located, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday, or legal holiday. The last day of
any period of time described herein shall be deemed to end at 5:00 p.m. MST.

      10.14. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages. This Agreement if transmitted by
telecopy/fax machine shall be treated in all manner and respects as an original
document, and the signature of any party thereon shall be considered as an
original signature. Any such telecopy/fax document shall be considered to have
the same binding legal effect as an original of such document. At the request of
either party thereto, a telecopy/fax document shall be re-executed by both
parties in the original form thereof.

      10.15. Tax Deferred Exchange. Each party hereby acknowledges that it may
be the intention of the other party to complete an Internal Revenue Code Section
1031 Tax Deferred Exchange under this Agreement. Each party agrees to cooperate
with the other in any reasonable manner necessary to complete said exchange at
no additional cost or liability to the other party. The exchanging party may
assign this Agreement to an exchange intermediary to effect the tax deferred
exchange provided that such exchange does not delay Closing and such exchanging
party remains liable for the obligations of this Agreement.

      10.16. Title Contingency. Notwithstanding anything in this Agreement to
the contrary, Seller's obligations under this Agreement are subject to Seller
acquiring fee simple title to the Property from LDM, subject to such liens,
encumbrances and matters that Seller deems acceptable or appropriate. In the
event Seller elects pursuant to Paragraph 10.1 to cause the

                                       15
<PAGE>

direct conveyance of the Property from LDM to Purchaser, Seller's obligations
under this Agreement shall be subject to Seller obtaining the Direct Deed from
LDM in favor of Purchaser.

      10.17. SEC S-X 3-14 Audit. Seller acknowledges that Purchaser may elect to
assign all of its right, title and interest in and to this Agreement to a
company that is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (a "Registered Company"), promoted by the Purchaser or
to an affiliate of a Registered Company (a "Registered Company Affiliate"). In
the event Purchaser's assignee under this Agreement is a Registered Company or a
Registered Company Affiliate, the Registered Company will be required to make
certain filings with the U.S. Securities and Exchange Commission required under
SEC Rule 3-14 of Regulation S-X (the "SEC Filings") that relate to the most
recent pre-acquisition fiscal year (the "Audited Year") for the Property. To
assist the Registered Company with the preparation of the SEC Filings, Seller
agrees that it shall be a condition to Purchaser's obligation to close pursuant
to this Agreement, that Seller cause Tenant to provide Purchaser and the
Registered Company with financial information regarding the Property for the
Audited Year requested by Purchaser, the Registered Company, and/or Purchaser's
or the Registered Company's auditors. Such information may include, but is not
limited to, bank statements, operating statements, general ledgers, cash
receipts schedules, invoices for expenses and capital improvements, insurance
documentation, and accounts receivable aging related to the Property (the "SEC
Filing Information"). The SEC Filing Information requested by Purchaser, the
Registered Company and/or Purchaser's or the Registered Company's auditors must
be delivered prior to the expiration of the Due Diligence Period, and Seller
agrees to cooperate with Purchaser, the Registered Company and Purchaser's or
the Registered Company's auditors regarding any inquiries by Purchaser, the
Registered Company and Purchaser's or the Registered Company's auditors
following receipt of such information, including causing the delivery by Tenant
of an executed representation letter prior to Closing in form and substance
requested by Purchaser's or the Registered Company's auditors (the "SEC Filings
Letter"). A sample SEC Filings Letter is attached to the Purchase Agreement as
Exhibit "H"; however, Purchaser's and/or the Registered Company's auditors may
require additions and/or revisions to such letter following review of the SEC
Filing Information provided by or through Seller. Seller shall cause Tenant to
consent to the disclosure of the SEC Filing Information in any SEC Filings by
the Registered Company. Purchaser shall reimburse Seller for Seller's reasonable
costs associated with providing or causing to be provided the SEC Filing
Information. The provisions of this Paragraph 10.17 shall survive the Closing
for a period of one (1) year.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       16
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written below.

                                        METRO ACQUISITIONS, LLC,
                                        an Indiana limited liability company

Date:  11/9/2005                        By: /S/  Gregory C. Gurnik
                                            ----------------------------------
                                              Gregory C. Gurnik, a Manager

                                                                        "Seller"

                                        SERIES C, LLC, an Arizona limited
                                        liability company

Date:  11/8/2005                        By: /S/  John M. Pons
                                            ---------------------------------
                                        Name: John M. Pons
                                        Title:  Authorized Officer

                                                                     "Purchaser"

                                       17