<PAGE>
                                                                    EXHIBIT 10.1

                     REAL ESTATE PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                           DAYTON SUPERIOR CORPORATION
                                   (AS SELLER)

                                       AND

                           STAG CAPITAL PARTNERS, LLC
                                 (AS PURCHASER)

                          CONCERNING CERTAIN PROPERTIES

                                   LOCATED AT

                          1900 WILSON, PARSONS, KANSAS,
                      721 RICHARD STREET, MIAMISBURG, OHIO,
                   636 SOUTH 66TH TERRACE, KANSAS CITY, KANSAS
                                       AND
                       625 CRANE STREET, AURORA, ILLINOIS

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                                TABLE OF CONTENTS

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                             Schedules and Exhibits

Schedule 1.1 - Defined Terms
Schedule 3.1 - Deposit Escrow Provisions
Schedule 5.1 - Seller Deliveries
Schedule 6.2 - Lease Terms
Exhibit A-1  - Parsons Land
Exhibit A-2    Ohio Land
Exhibit A-3    Kansas City Land
Exhibit A-4    Illinois Land
Exhibit B    - Form of Tenant Estoppel
Exhibit C    - [Reserved]
Exhibit D    - Exceptions to Seller Representations
Exhibit E-1  - Form of Kansas Deed
Exhibit E-2    Form of Ohio Deed
Exhibit E-3    Form of Illinois Deed
Exhibit F    - Form of Bill of Sale and General Agreement
Exhibit G    - Form of Assignment and Assumption
Exhibit H    - Form of Updated Representation Certificate
Exhibit I    - List of Contracts
Exhibit J    - (Intentionally Omitted)
Exhibit K    - List of Warranties


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                     REAL ESTATE PURCHASE AND SALE AGREEMENT

     THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is entered
into as of the Effective Date (defined below) by and between Dayton Superior
Corporation, an Ohio corporation (the "Seller"), and STAG Capital Partners, LLC,
a Massachusetts limited liability company (the "Purchaser"), and is joined in by
the Title Company (defined below) in accordance with Schedule 3.1.

     In consideration of the mutual promises hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS. For purposes of this Agreement, capitalized terms
not otherwise defined herein have the meaning set forth in Schedule 1.1.

                                    ARTICLE 2

                     AGREEMENT; PURCHASE PRICE; CLOSING DATE

     SECTION 2.1. AGREEMENT TO SELL AND PURCHASE. Subject to the terms and
provisions hereof, Seller agrees to sell the Property to Purchaser, and
Purchaser agrees to purchase the Property from Seller. The Property is located
at 1900 Wilson, Parsons, Kansas, 721 Richard Street, Miamisburg, Ohio, 636 South
66th Terrace, Kansas City, Kansas, 625 Crane Street, Aurora, Illinois.

     SECTION 2.2. PURCHASE PRICE. The Purchase Price for the Property shall be
Twelve Million Dollars ($12,000,000). Subject to the adjustments and
apportionments as hereinafter set forth, the Purchase Price shall be paid on the
Closing Date by wire transfer of immediately available federal funds.

     SECTION 2.3. CLOSING DATE. The transaction contemplated hereby shall close
on September 20, 2005 (the "Closing Date"), subject to extension as provided
herein.

                                    ARTICLE 3

                                     DEPOSIT

     SECTION 3.1. DEPOSIT. No later than the third Business Day following the
Effective Date, Purchaser shall deposit Seventy-Five Thousand Dollars ($75,000)
with the Title Company. No later than the third Business Day immediately
following the end of the Study Period, unless this Agreement terminates in
accordance with Section 5.2 below, Purchaser shall deposit an additional
Seventy-Five Thousand Dollars ($75,000) with the Title Company. All deposits
made pursuant to this Section 3.1, together with all interest and earnings
thereon, are referred to collectively in this Agreement as the "Deposit." The
Deposit shall be held in a segregated account in accordance with the provisions
of Schedule 3.1 hereto. The Deposit shall be applied to the Purchase Price if
the Closing occurs. If the Closing does not occur or if this Agreement otherwise
terminates, the Deposit shall be disbursed as provided herein. Notwithstanding
anything in this Agreement to the contrary, One Hundred and No/100 Dollars
($100.00) of the Deposit is delivered to the Title Company as "Independent
Contract Consideration", and the Deposit is reduced by the amount of the
Independent Contract


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Consideration so delivered to Seller, which amount has been bargained for and
agreed to as consideration for Seller's execution and delivery of this
Agreement.

                                    ARTICLE 4

                                TITLE AND SURVEY

     SECTION 4.1. TITLE AND SURVEY. Promptly upon execution of this Agreement,
(a) Seller shall provide Purchaser with a copy of the most recent owner's and
lender's title insurance policies issued in connection with the Real Property,
legible copies of all documents listed as exception documents in such title
insurance policies and all existing surveys of the Real Property, to the extent
that the same are in Seller's possession or control; and (b) Purchaser shall
order title commitments or pro forma title policies (collectively, the "Title
Commitment") and ALTA surveys of the Real Property (collectively, the "Survey").
Purchaser shall have until the Study Period Notice Deadline to give Seller a
written notice that sets forth any objections that Purchaser has to title or
survey matters affecting the Property and disclosed on the Title Commitment or
the Survey (the "Purchaser Title Objections"). Seller shall use reasonable
efforts to cure the Purchaser Title Objections before the Closing Date. If,
despite such reasonable efforts, Seller is unable to cure the Purchaser Title
Objections by the Closing Date, Purchaser shall have the option (in its sole
discretion) of either (y) accepting the title as it then is or (z) terminating
this Agreement, in which event the Deposit shall immediately be returned to
Purchaser, this Agreement shall terminate and Purchaser and Seller shall have no
further obligations or liabilities hereunder other than Purchaser's obligations
under Section 5.1(b)(iv) and Section 5.3. Notwithstanding anything in this
Agreement to the contrary, all Voluntary Liens will be satisfied by Seller on or
prior to the Closing Date or, if not so satisfied, shall be satisfied at Closing
out of the proceeds otherwise payable to Seller, and Purchaser shall have no
obligation to give Seller any notice of objection with respect to any Voluntary
Liens.

                                    ARTICLE 5

                              INSPECTION AND AUDIT

     SECTION 5.1. DUE DILIGENCE MATERIALS; ACCESS.

     (a) Within three (3) Business Days from the Effective Date, Seller shall
provide to Purchaser complete copies of the documents and materials listed on
Schedule 5.1.

     (b) During the term of this Agreement, Purchaser, personally or through its
authorized agents or representatives, upon reasonable advance notice to Seller,
to enter upon the Property during normal business hours, and shall have the
right to make such investigations, including appraisals, engineering studies,
soil tests, environmental studies, inquiry of governmental officials, and
underwriting analyses, as Purchaser deems necessary or advisable, subject to the
following limitations: (i) Purchaser shall give Seller written or telephonic
notice at least one (1) Business Day before conducting any inspections on the
Property, and a representative of Seller shall have the right to be present when
Purchaser or its representatives conducts its or their investigations on the
Property; (ii) neither Purchaser nor its representatives shall materially
interfere with the use, occupancy or enjoyment of the Property by the Tenant;
(iii) neither Purchaser nor its agents shall damage the Property or any portion
thereof, except for any immaterial damage caused by environmental or
geotechnical tests, all of which shall promptly be repaired by Purchaser; and
(iv) Purchaser shall indemnify, hold harmless and defend the Seller against all
costs (including reasonable attorneys' fees) and damage to the Property caused
by the activities of Purchaser or its agents under this paragraph, provided;
however, that such indemnity shall not include any


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costs or damages caused by (x) the acts of the Seller or its agents or
representatives, (y) any claims of diminution in the value of the Property as a
consequence of the results revealed by such tests and inspections or (z) any
pre-existing condition of the Property. The foregoing indemnification obligation
shall survive the Closing or termination of this Agreement for a period of three
(3) months.

     SECTION 5.2. STUDY PERIOD. Purchaser shall have the period ending at 6:00
p.m. (local time in Boston, Massachusetts) on August 31, 2005, (the "Study
Period"), to physically inspect the Property, review economic data and market
conditions, underwrite the Tenant and review the Lease, conduct appraisals, make
inquiry of governmental officials, perform examinations of the physical
condition of the Improvements, examine the Real Property for the presence of
Hazardous Materials, and to otherwise conduct such due diligence and
underwriting as Purchaser, in its sole and absolute discretion, deems
appropriate. This Agreement shall terminate unless, before 6:00 p.m. on the
first business day following the end of the Study Period (the "Study Period
Notice Deadline"), Purchaser gives Seller written notice (the "Study Period
Notice") that Purchaser, in its absolute and unreviewable discretion, elects to
proceed with the purchase of the Property subject to and in accordance with the
terms of this Agreement. In addition, at any time before the Study Period Notice
Deadline, Purchaser may, in its absolute and unreviewable discretion, terminate
this Agreement by giving written notice thereof to Seller (the "Termination
Notice"). In the event that either: (a) Purchaser gives a Termination Notice
before the Study Period Notice Deadline, or (b) Purchaser does not give a
Termination Notice but fails to give the Study Period Notice before the Study
Period Notice Deadline, this Agreement shall automatically terminate, the
Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall
have no further obligations or liabilities to each other hereunder other than
Purchaser's obligations under Section 5.1(b)(iv) and Section 5.3.

     SECTION 5.3. CONFIDENTIALITY. Purchaser shall use the Confidential
Information only for purposes of evaluating the Property in connection with its
potential purchase thereof in accordance with the terms of this Agreement (and,
if the Closing occurs, in connection with its ownership of the Property).
Notwithstanding the foregoing, Purchaser may disclose the Confidential
Information: (a) to its owners, legal counsel, accountants, lenders, potential
investors, regulatory authorities and other third parties having a reason to
review the Confidential Information in connection with Purchaser's purchase of
the Property, (b) in connection with any legal proceeding brought by Purchaser
to enforce its rights under this Agreement; and (c) to the extent that such
disclosure is required by law or court order or by discovery rules in any legal
proceeding, provided that Purchaser first shall provide written notice thereof
to Seller. If this Agreement is terminated before the Closing, Purchaser
promptly shall return the Confidential Information to Seller and shall not
retain copies thereof. Except as otherwise provide in Subsection (b) of this
Section 5.3, Neither Seller nor Purchaser shall disclose this Agreement or make
any public announcements concerning the sale of the Property pursuant to this
Agreement without first obtaining the prior written consent of the other. In
addition, and notwithstanding the foregoing restrictions, Seller and Purchaser
authorize each other and their respective representatives to disclose to any
persons, without limitation of any kind, the tax treatment and tax structure of
the transaction contemplated hereby and all materials of any kind, including tax
analyses or opinions, relating to such tax treatment and tax structure. The
provisions of this paragraph shall survive the Closing or termination of this
Agreement.

     SECTION 5.4. TERMINATION OF CONTRACTS. Prior to the Study Period Notice
Deadline, Purchaser shall notify Seller of which Contracts, if any, Purchaser
wishes to have assigned to it at the Closing (any such contracts, the
"Continuing Contracts"). Any Contract as to which Purchaser does not send such
notice shall be terminated by Seller on or prior to the Closing Date at no cost
to Purchaser. Notwithstanding the foregoing, in all events, all management and
leasing agreements shall be terminated on or before the Closing at no cost or
liability to Purchaser.


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     SECTION 5.5. COOPERATION. During the term of this Agreement, the Seller
shall direct its property manager, agents and employees to cooperate with the
reasonable requests of the Purchaser to obtain information concerning the
Property, including information supplementary to the information described in
Schedule 5.1.

     SECTION 5.6. NO ASSUMPTION OF EMPLOYEE CLAIMS. Purchaser and Seller agree
that Purchaser has not assumed and shall not assume any obligations to (or
regarding the employment of), any individuals previously or currently employed
by Seller in the management, ownership or operation of the Property. Purchaser
shall not assume, shall not take subject to and shall not be liable for, any
liabilities or obligations of any kind or nature, whether absolute, contingent,
accrued, known or unknown, to former or current employees of Seller (i) which
arise or accrue prior to the Closing including, without limitation, any
liabilities or obligations of Seller in connection with any employee benefit
plans or collective bargaining agreements, employment agreements or other
similar arrangement, any liabilities or obligations with respect to employment
arising under any federal, state or municipal statute or common law, or any
liabilities or obligations in respect of retiree health benefits, and (ii) with
respect to severance payments or other termination payments owing by Seller to
any of Seller's former or current employees (collectively, "Employee Claims").
No portion of any liability respecting the Employee Claims listed in clause (ii)
immediately above shall be passed through or charged to the Tenant by Seller.
The provisions of this paragraph shall survive the Closing.

                                    ARTICLE 6

              CONDITIONS PRECEDENT, CASUALTY DAMAGE OR CONDEMNATION

     SECTION 6.1. CONDITIONS PRECEDENT FAVORING PURCHASER. In addition to any
other conditions precedent in favor of Purchaser set forth elsewhere in this
Agreement, Purchaser's obligations under this Agreement are subject to the
timely fulfillment of the conditions set forth in this Section 6.1 on or before
the Closing Date, or such earlier date as is set forth below. Each condition may
be waived in whole or in part only by written notice of such waiver from
Purchaser to Seller.

          (a) Seller shall have performed and complied in all material respects
with all of the terms of this Agreement to be performed and complied with by
Seller prior to or at the Closing;

          (b) On the Closing Date, the Seller Representations shall be true,
complete and accurate;

          (c) Purchaser shall have received four (4) separate estoppel
certificates from Tenant dated as of the Closing Date reflecting the terms of
each of the Leases and otherwise substantially in the form attached hereto as
Exhibit B;

          (d) Purchaser shall have received four (4) separate subordination,
non-disturbance and attornment agreements (collectively, "SNDA"), subordinating
each of the Leases to the loan of Purchaser's mortgage lender, in a form that is
recordable in the land records of, respectively, the Parsons Land, the Ohio
Land, the Kansas City Land and the Illinois Land and is reasonably acceptable to
the Purchaser and such lender;

          (e) On the Closing Date, title to the Property shall be conveyed to
Purchaser subject only to the Permitted Exceptions and the Title Company shall
issue to Purchaser extended coverage owner's title insurance policies for each
of the Properties (on the current ALTA Form B) in the amount of the Purchase
Price (which shall be allocated between the Parsons Property, the Ohio Property,
the Kansas City Property and the Illinois Property pursuant to Section 8.6),
together with the Required Endorsements,


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insuring good and indefeasible fee simple title to the Real Property in
Purchaser, subject only to the Permitted Exceptions and the standard printed
exceptions, except that: (i) the exceptions for mechanic's liens, unrecorded
easements and sovereign lands shall be deleted; (ii) the survey exception shall
be limited to Permitted Exceptions; (iii) the exception relating to ad valorem
taxes shall relate only to taxes owing for the year of closing and subsequent
years; (iv) the parties-in-possession exception shall be deleted except as to
the Tenant, as tenant only, as provided for in the Lease; and (v) the exclusion
relating to creditor's rights shall be deleted;

          (f) On the Closing Date, (i) the Property shall be in the same
condition that it is in now, reasonable wear and tear excepted, and free from
tenants and occupants, except for the Tenant pursuant to the Lease; (ii) there
shall be no judicial or administrative or condemnation proceeding pending or
threatened concerning the Property that was not disclosed in writing to
Purchaser before the commencement of the Restricted Period; (iii) the Property
and the use and operation thereof shall comply in all material respects with all
Legal Requirements; (iv) each of the Leases shall be in full force and effect
and free from default; (v) there shall be no bankruptcy proceeding pending or
threatened in writing with respect to the Tenant; and (vi) the Property shall be
free and clear of: (y) any management or leasing agreements and any other
Contracts other than any Continuing Contracts; and (z) any collective bargaining
or employment agreements (but only to the extent that any of the same would
impose any obligation or liability on Purchaser);

          (g) On the Closing Date, there shall be no Hazardous Materials at the
Property that have not been fully remediated in accordance with all applicable
laws, and Purchaser shall have received a third party environmental report
satisfactory to Purchaser confirming the same (except for those Hazardous
Materials received, stored, used produced and/or disposed of by Seller in
accordance with applicable law in connection with Seller's manufacturing
processes conducted on the Property);

          (h) Purchaser shall have received an estoppel certificate dated no
earlier than thirty (30) days prior to the Closing Date, in form and substance
reasonably acceptable to Purchaser, from all parties to any Reciprocal Easement
Agreements (the "REA Estoppels"); and

          (i) Seller shall provide to Purchaser a final, non-appealable
certificate of occupancy for all of the Improvements and any certificates or
approvals necessary to permit the use of any parking facilities at the Property
(collectively, the "Certificate of Occupancy").

     SECTION 6.2. CONDITIONS PRECEDENT FAVORING SELLER. In addition to any other
condition precedent in favor of Seller set forth elsewhere in this Agreement,
Seller's obligations under this Agreement are expressly subject to the timely
fulfillment of the conditions set forth in this Section 6.2 on or before the
Closing Date, or such earlier date as is set forth below. Each condition may be
waived in whole or part only by written notice of such waiver from Seller to
Purchaser.

          (a) Purchaser shall have performed and complied in all material
respects with all of the terms of this Agreement to be performed and complied
with by Purchaser prior to or at the Closing; and

          (b) On the Closing Date, the representations of Purchaser set forth in
Section 7.2 shall be true, accurate and complete.

     SECTION 6.2A. CONDITION PRECEDENT FAVORING SELLER AND PURCHASER.
Notwithstanding anything herein to the contrary, this Agreement and both
Seller's and Purchaser's obligations hereunder are expressly subject to
Purchaser and Tenant reaching written agreement, on or before one (1) Business
Day before the Study Period Notice Deadline, upon a form of lease with the
business terms set forth in


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Schedule 6.2 for each of the Parsons Property, the Ohio Property, the Kansas
City Property and the Illinois Property and otherwise in form and substance
mutually agreeable to Purchaser and Seller in each of their sole discretion
(such lease for the Parsons Property, the "Parsons Lease", for the Ohio
Property, the "Ohio Lease", for the Kansas City Property, the "Kansas City
Lease", for the Illinois Property, the "Illinois Lease" and collectively, the
"Leases"), which written agreement will be evidenced by an amendment to this
Agreement attached to which is the agreed upon form of Lease.

     Without limitation of the foregoing, the Kansas City Lease shall include
language reflecting the following. During the first twenty four (24) months of
the term of the Kansas City Lease, Tenant shall be entitled to expand the Kansas
City Improvements pursuant to the terms and provisions of the Kansas City Lease.
Upon Tenant's obtaining a certificate of occupancy for such expansion premises,
such expansion premises shall be added to the premises under the Kansas City
Lease (and the rent thereunder shall be increased at the annual base rental rate
of $4.00 per square foot of such expansion premises) and shall be purchased by
Purchaser at the cost of a single reimbursement payment to Tenant for Tenant's
reasonable out-of-pocket third party costs expended in connection with such
expansion (and Tenant shall provide Purchaser with invoices and other reasonable
backup materials in connection with such reimbursement); provided, however, that
the total amount of such reimbursement shall not exceed $40.00 per square foot
of such expansion premises.

     SECTION 6.3. RISK OF LOSS. Unless and until the Closing is completed, the
risk of loss to the Property from casualty or condemnation shall be borne by
Seller. If all or a portion of the Property is damaged or destroyed by fire or
other casualty prior to Closing such that: (1) Purchaser's reasonable estimate
of the cost to repair the same exceeds $100,000; (2) the Tenant has the right to
terminate the applicable Lease or abate or offset rent under the applicable
Lease on account of such casualty; or (3) access to or egress from the Property
is materially impaired (any such fire or other casualty, a "Material Casualty"),
Purchaser may, at Purchaser's sole option, elect to either:

     (a) terminate this Agreement and receive back the Deposit ; or

     (b) purchase the Property subject to and in accordance with the terms of
this Agreement.

     In the event of a fire or other casualty that is not a Material Casualty,
and in connection with any Material Casualty as to which Purchaser elects to
proceed pursuant to Section 6.3(b), (A) Purchaser shall purchase the Property in
accordance with the terms hereof without reduction in the Purchase Price (except
for any applicable deductible that will reduce the insurance proceeds assigned
to Purchaser at Closing) and (B) Seller shall assign to Purchaser at Closing all
insurance proceeds paid or payable on account of such damage (and the amount of
any deductible shall be credited against the Purchase Price). Purchaser shall be
deemed to have elected to terminate this Agreement under Section 6.3(a) unless,
within fifteen (15) Business Days from reasonably detailed written notice to
Purchaser of such casualty, Purchaser provides Seller with written notice that
Purchaser elects to proceed pursuant to Section 6.3(b). If the Closing Date
would otherwise occur sooner, it shall automatically be extended to the date
that is twenty (20) Business Days after written notice to Purchaser of the
casualty. If any insurance proceeds paid or payable on account of a fire or
other casualty are to be assigned to Purchaser in accordance with the provisions
of this Agreement, Seller shall cooperate as reasonably requested by Purchaser
to effectuate such assignment (including, if necessary, prosecuting claims in
Purchaser's name or for Purchaser's benefit), and Seller's obligation to so
cooperate shall survive the Closing. Notwithstanding anything to the contrary in
this Section 6.3, if Seller fails to maintain full replacement cost insurance as
required herein, and if there is a fire or other casualty that is not a Material
Casualty, or if there is a Material Casualty as to which Purchaser elects to
proceed under Section 6.3(b), Purchaser shall have the right, in lieu of an
assignment of insurance proceeds, to receive a credit against the Purchase Price
in an amount equal to the cost to repair the damage caused by such fire or other
casualty as estimated by a third party


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consultant selected by Purchaser and the amount of any lost rents that would
have been covered by insurance if Purchaser had maintained the insurance
required above.

     SECTION 6.4. CONDEMNATION. If, at any time before completion of the
Closing, a taking or condemnation (or proceeding in lieu thereof) is commenced
or threatened in writing: (i) of all or substantially all of the Property; or
(ii) of less than all or substantially all of the Property that: (1) results in
the Tenant having the right to terminate the applicable Lease or abate or offset
rent under the applicable Lease; (2) causes the Property to fail to comply with
Legal Requirements or any applicable Reciprocal Easement Agreements; (3)
materially impairs access to or egress from the Property; (4) causes the loss of
any parking that benefits the Property; or (5) otherwise, in Purchaser's
reasonable business judgment, results in a loss of value in excess of $100,000
(any of the foregoing, a "Material Taking"), Purchaser may, at Purchaser's sole
option, elect either to:

          (a) terminate this Agreement and receive back the Deposit; or

          (b) purchase the Property subject to and in accordance with this
Agreement.

     In the event of condemnation or taking that does not constitute a Material
Taking, or if there is a Material Taking but Purchaser elects to proceed under
Section 6.4(b), (1) Purchaser shall purchase the Property in accordance with the
terms hereof (without reduction in the Purchase Price), (2) Seller shall assign
to Purchaser at Closing all condemnation proceeds and insurance paid or payable
as a result of such condemnation, (3) Purchaser shall have the right to be
present with Seller at any hearings or negotiations with respect thereto, and
(4) Seller shall not settle or compromise and such matter without Purchaser's
prior written consent. Purchaser shall be deemed to have elected to terminate
this Agreement under Section 6.4(a) unless, within fifteen (15) Business Days
from written notice to Purchaser of the condemnation, Purchaser provides Seller
with written notice that Purchaser elects to proceed pursuant to Section 6.4(b).
If the Closing Date would otherwise occur sooner, it shall automatically be
extended to the date that is twenty (20) Business Days after written notice to
Purchaser of the Material Taking.

     SECTION 6.5. LEASING AND OTHER ACTIVITIES PRIOR TO CLOSING.

          (a) During the term of this Agreement, Seller shall not enter into any
Lease Transaction without Purchaser's prior written consent, which consent may
be given or withheld in Purchaser's sole discretion.

          (b) During the Restricted Period, Seller shall not enter into any new
Contracts or material modifications, renewals or terminations of any existing
Contracts that would impose any obligations on Purchaser or on the Property
after Closing, without the written consent of Purchaser, which consent may be
granted or denied in Purchaser's sole discretion. In its request for Purchaser's
approval under this Section 6.5(b), Seller shall include the following notice:
"NOTE: FAILURE TO RESPOND WITHIN THE TIME PERIOD SET FORTH IN SECTION 6.5(b)
WILL RESULT IN A DEEMED APPROVAL". If Seller so requests Purchaser's approval
and Purchaser does not notify Seller in writing of its consent or disapproval
within ten (10) Business Days after notice thereof from Seller, Purchaser shall
be deemed to have consented to such requested action. Without limiting the
foregoing approval rights, Seller shall provide Purchaser with prompt notice of
any new Contracts or material modifications, renewals or terminations of any
such contracts, together with complete copies of the documents relating thereto.

          (c) During the Restricted Period, Seller shall not, without
Purchaser's prior written approval, (i) make any material alterations or
additions to the Property, except as may be required by law or any of the Lease
or as may reasonably be required for the prudent repair and maintenance of the


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Property, (ii) change or attempt to change (or consent to any change in) the
zoning or other Legal Requirements applicable to the Property, or (iii) cancel,
amend or modify in any material respect any Permit.

          (d) At all times prior to Closing, Seller shall: (i) maintain the
Property in good condition and repair; (ii) conduct business with respect to the
Property in a commercially reasonable manner; (iii) perform its obligations
under the Contracts and the Permitted Exceptions (and, as applicable, enforce
the obligations of any other parties to such documents); (iv) insure the
Improvements at 100% of replacement cost, and maintain liability and other
insurance in accordance with generally prevailing industry standards or as
otherwise required by the Lease; (v) not sell or further encumber the Property
or any direct or indirect interest therein or enter into any agreement relating
thereto, (vi) promptly give Purchaser a reasonably detailed written notice of:
(1) any fire, flood or other material adverse change with respect to the
Property of which Seller obtains actual knowledge; (2) any actual or proposed
condemnation (or proceeding in lieu thereof) of which Seller obtains actual
knowledge; (3) any written notice received by Seller claiming that the Property
or the use and operation thereof fails to comply with any Legal Requirements;
and (4) any written notice received by Seller concerning any pending or
threatened litigation or administrative proceeding affecting the Property; and
(vii) promptly give Purchaser a reasonably detailed notice of any material
adverse change with respect to the financial condition of Tenant. If Seller
becomes aware during the term of this Agreement of any matters that render any
of its representations or warranties untrue, Seller shall promptly disclose such
matters to Purchaser in writing.

                                    ARTICLE 7

               AS-IS SALE; LIMITED REPRESENTATIONS AND WARRANTIES

     SECTION 7.1. AS-IS SALE.

          (a) Purchaser acknowledges that it is an experienced and sophisticated
purchaser of commercial real estate projects such as the Property and that,
prior to the Closing, it will have a full and complete opportunity to conduct
such investigations, examinations, inspections and analysis of the Property and
market conditions as Purchaser, in its absolute discretion, may deem
appropriate. Purchaser further acknowledges that, except for Seller
Representations, Purchaser has not relied upon any statements, representations
or warranties by Seller or any agent of Seller.

          (b) Except for the Seller Representations, Purchaser agrees that the
Property shall be sold and that Purchaser shall accept possession of the
Property on the Closing Date strictly on an "as is, where is, with all faults"
basis, and that, except for the Seller Representations, such sale shall be
without representation or warranty of any kind by Seller, express or implied.

     SECTION 7.2. PURCHASER REPRESENTATIONS. Purchaser hereby represents and
warrants to Seller as follows:

          (a) Purchaser is a limited liability company, duly formed, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts. This Agreement constitutes the valid and legally binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms.

          (b) There are no actions, suits or proceedings pending or, to the
knowledge of Purchaser, threatened, against or affecting Purchaser which, if
determined adversely to Purchaser, would adversely affect its ability to perform
its obligations hereunder. Purchaser has not (a) made a general


                                        8

<PAGE>

assignment for the benefit of creditors, (b) filed any voluntary petition in
bankruptcy or suffered the filing of an involuntary petition of Purchaser's
creditors, (c) suffered the appointment of a receiver to take possession of all,
or substantially all, of Purchaser's assets, (d) suffered the attachment or
other judicial seizure of all, or substantially all, of Purchaser's assets, (e)
admitted in writing it inability to pay its debts as they come due or (f) made
an offer of settlement, extension or composition to its creditors generally.
Purchaser has full right, power and authority and is duly authorized to enter
into this Agreement, to perform each of the covenants on its part to be
performed hereunder and to execute and deliver, and to perform its obligations
under all documents required to be executed and delivered by it pursuant to this
Agreement.

          (c) Neither the execution, delivery or performance of this Agreement
nor compliance herewith (i) conflicts or will conflict with or results or will
result in a breach of or constitutes or will constitute a default under (1) the
organizational documents of Purchaser, (2) to the best of Purchaser's knowledge,
any law or any order, writ, injunction or decree of any court or governmental
authority, or (3) any agreement or instrument to which Purchaser is a party or
by which it is bound or (ii) results in the creation or imposition of any lien,
charge or encumbrance upon its property pursuant to any such agreement or
instrument.

          (d) No authorization, consent, or approval of any governmental
authority (including courts) is required for the execution and delivery by
Purchaser of this Agreement or the performance of its obligations hereunder.

     SECTION 7.3. SELLER'S REPRESENTATIONS. Seller warrants and represents to
Purchaser as follows:

          (a) REPRESENTATIONS CONCERNING SELLER.

          (i) Seller is a corporation, duly formed, validly existing and in good
standing under the laws of the State of Ohio. This Agreement constitutes the
valid and legally binding obligation of Seller, enforceable against Seller in
accordance with its terms;

          (ii) There are no actions, suits or proceedings pending or, to the
knowledge of Seller, threatened, against or affecting Seller which, if
determined adversely to Seller, would adversely affect its ability to perform
its obligations hereunder. Seller has not (a) made a general assignment for the
benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered
the filing of an involuntary petition of Seller's creditors, (c) suffered the
appointment of a receiver to take possession of all, or substantially all, of
Seller's assets, (d) suffered the attachment or other judicial seizure of all,
or substantially all, of Seller's assets, (e) admitted in writing it inability
to pay its debts as they come due or (f) made an offer of settlement, extension
or composition to its creditors generally. Seller has full right, power and
authority and is duly authorized to enter into this Agreement, to perform each
of the covenants on its part to be performed hereunder and to execute and
deliver, and to perform its obligations under all documents required to be
executed and delivered by it pursuant to this Agreement;

          (iii) Neither the execution, delivery or performance of this Agreement
nor compliance herewith (a) conflicts or will conflict with or results or will
result in a breach of or constitutes or will constitute a default under (1) the
organizational documents of Seller, (2) to the best of Seller's knowledge, any
law or any order, writ, injunction or decree of any court or governmental
authority, or (3) any agreement or instrument to which Seller is a party or by
which it is bound or (b) results in the creation or imposition of any lien,
charge or encumbrance upon its property pursuant to any such agreement or
instrument;


                                        9

<PAGE>

          (iv) No authorization, consent, or approval of any governmental
authority (including courts) is required for the execution and delivery by
Seller of this Agreement or the performance of its obligations hereunder;

          (v) Seller is not a "foreign person" or "disregarded" entity" as
defined in Section 1445 of the Code; Seller's taxpayer identification number is
31-0676346;

          (b) REPRESENTATIONS CONCERNING THE PROPERTY.

          (i) The Tenant:

               (A) Seller has not entered into any leases, licenses or other
occupancy agreements affecting all or any portion of the Property, and there are
no tenants or other occupants of all or any part of the Property other than the
Tenant;

               (B) Seller has provided Purchaser with true and complete copies
of the following financial statements to the extent that the same are in
Seller's possession or control (collectively the "Tenant Financial Statements"):
(i) audited consolidated and unaudited consolidating balance sheets and
statements of income, changes in stockholders' equity, and cash flow as of and
for the fiscal year ended 2004 (the "Most Recent Fiscal Year End") for Seller;
and (ii) unaudited consolidated and consolidating balance sheets and statements
of income, changes in stockholders' equity, and cash flow (the "Most Recent
Financial Statements") as of the months ended March 31, 2005 for Seller. The
Financial Statements (including the notes thereto) have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
covered thereby, present fairly the financial condition of the Tenant as of such
dates and the results of operations of the Tenant for such periods, are correct
and complete in all material respects, are consistent with the books and records
of the Tenant and have been filed publicly with the SEC. Since the Most Recent
Fiscal Year End, there has not been any material adverse change in the business,
financial condition, operations, results of operations, or future prospects of
the Tenant;

          (ii) Lease Brokerage. There are no lease brokerage agreements, leasing
commission agreements or other agreements providing for payments of any amounts
for leasing activities or procuring tenants with respect to the Property,
whether now or in the future. No brokerage or similar fee is due or unpaid by
the Seller with respect to the Lease or the Property. No brokerage or similar
fee shall be due or payable on account of the execution and delivery of the
Lease or the exercise of any renewal, extension or expansion options arising
under the Lease;

          (iii) Contracts. Exhibit I sets forth a complete and accurate list of
the Contracts, to the extent the same are in Seller's possession or control.
Seller has given Purchaser true and complete copies of the Contracts. The
Contracts are in full force and effect and neither Seller nor, to the best of
Seller's knowledge, any other party, is in default in any material respect under
any Contract;

          (iv) Warranties, Permits and Related Matters.

               (A) Attached hereto as Exhibit K is a true, complete, correct and
complete list of all warranties or guaranties issued in connection with the
development, construction, operation, maintenance or repair of the Property, and
all amendments and modifications thereto (collectively, the "Warranties"). True
and correct copies of all of the Warranties have been delivered to Purchaser, to
the extent that any of the same are in Seller's possession or control. The
Warranties are in full force and effect and shall be duly assigned to Purchaser
at Closing at Seller's sole expense;


                                       10

<PAGE>

               (B) To the best of Seller's knowledge, the Property is in
compliance in all material respects with all Legal Requirements, and the Seller
has no actual knowledge of any claim of violation of any Legal Requirement.

               (C) To the best of Seller's knowledge, Seller has obtained all
licenses, permits, variances, approvals, and authorizations required from all
governmental authorities having jurisdiction over the Property or from private
parties for the intended development, construction, use, operation and occupancy
of the Property and to insure vehicular and pedestrian ingress to and egress
from the Property (collectively, the "Permits"), and all of the Permits are, and
will at Closing be, in full force and effect and properly vested in the name of
the Seller. All appeal periods with respect to the Permits have expired and no
appeals have been filed;

               (D) Seller has not received any written notice from any insurance
company, insurance rating organization or Board of Fire Underwriters requiring
any alterations, improvements or changes at the Property, or any portion
thereof;

               (E) To the best of Seller's knowledge, other than general real
estate taxes, Seller has no obligations to any governmental authority, adjacent
property owner or other Person for the payment (or for any donations in lieu of
payment) or performance of any infrastructure, capital improvements or other
work in connection with the development or ownership of the Property;

          (v) Litigation and Other Proceedings.

               (A) No condemnation or eminent domain proceedings are pending or,
to Seller's knowledge, threatened against the Property or any part thereof, and
the Seller has not made any commitments to or received any written notice of the
desire of any public authority or other entity to take or use the Property or
any part thereof whether temporarily or permanently, for easements,
rights-of-way, or other public or quasi-public purposes;

               (B) There are no pending, or to Seller's knowledge, threatened,
judicial or administrative proceedings or investigations affecting or relating
to the development, construction, use, operation or ownership of the Property;

          (vi) Taxes. The Seller has delivered true and correct copies of tax
bills issued by any applicable federal, state or local governmental authority to
the Seller with respect to the Property for the most recent past and current tax
years, and any new assessment received with respect to a current or future tax
year. No portion of the Property comprises part of a tax parcel which includes
property other than property comprising all or a portion of the Property. No
application or proceeding is pending with respect to a reduction or an increase
of such taxes. There are no tax refund proceedings relating to the Property
which are currently pending. There are no special taxes or assessments to be
levied against the Property nor is the Seller aware of any change in the tax
assessment of the Property;

          (vii) (Intentionally omitted);

          (viii) Hazardous Materials. Except as disclosed in writing to
Purchaser before the date hereof, the Seller has not received any written notice
that Hazardous Material are present at the Property or that the Property is in
violation of any Environmental Law. The Seller has not used, manufactured,
generated, treated, stored, disposed of, or released any material amounts of
Hazardous Material on, under or about the Property (except for those Hazardous
Materials used, manufactured, generated, treated, stored and/or disposed of by
Seller in accordance with applicable law in connection with Seller's
manufacturing processes conducted on the Property) or transported any material
amounts of Hazardous


                                       11

<PAGE>

Material over the Property or installed, used or removed any storage tank on,
from or in connection with the Property. Except as disclosed in writing or in
the Reports to Purchaser before the date hereof, to the Seller's knowledge,
there are no storage tanks or wells (whether existing or abandoned) located on,
under or about the Property;

          (ix) No Preemptive Rights. The Seller has not granted any option or
right of first refusal or first opportunity to any party to acquire any interest
in any of the Property;

          (x) Reports and Other Information.

               (A) Seller has delivered or made available to Purchaser (without
representation or warranty, express or implied, as to the completeness or
accuracy thereof) true and complete copies of all Reports;

               (B) The plans and specifications for the Improvements, Lease,
Permits, Warranties, operating statements, income and expense reports, and all
other agreements, books and records relating to the Property delivered or made
available by Seller to Purchaser in connection with this Agreement are and at
the time of Closing will be copies of such documents that are true, complete and
correct in all material respects. The operating statements furnished by Seller
to Purchaser relative to the Property are true and correct in all material
respects and fairly reflect the financial condition, the financial results or
other subject matter thereof as of the dates thereof, and there have been no
material adverse changes since the date of such statements;

               (C) To the Seller's knowledge, the Seller has not failed to
deliver to Purchaser a true and complete copy of any written report or document
in Seller's possession or control that materially affects the development,
ownership, leasing, value or use of the Property;

          (xi) Seller Representative. The Designated Seller Representatives are
the Vice President and Vice President and General Counsel of Seller, have
occupied such position for, respectively, ten (10) years and three (3) years,
and have been actively involved in, and familiar with, the ownership,
development, construction, leasing and operation of the Property.

     SECTION 7.4. SELLER'S KNOWLEDGE. Whenever a representation is qualified by
the phrase "to the best of Seller's knowledge", or by words of similar import,
the accuracy of such representation shall be based solely on the actual (as
opposed to constructive or imputed) knowledge of Mark K. Kaler and Steven C.
Huston (collectively, the "Designated Seller Representatives"), without
independent investigation or inquiry other than review of Seller's files and
reasonable inquiry of Seller's agents (including property managers and leasing
agents), officers and employees who are familiar with the development,
ownership, operation and leasing of the Property. Purchaser acknowledges that
the Designated Seller Representatives shall have no personal liability under
this Agreement.

                                    ARTICLE 8

                                     CLOSING

     SECTION 8.1. CLOSING DATE. The Closing shall take place at 1:00 p.m. on the
Closing Date. Unless the parties otherwise agree in writing, the Closing shall
be conducted through a customary escrow arrangement with the Title Company and,
on or before the Closing Date, the Seller shall deliver to the Title Company or
Purchaser the documents listed in Section 8.2 and the Purchaser shall deliver to
the Title Company the documents and funds described in Section 8.3.


                                       12

<PAGE>

     SECTION 8.2. SELLER'S DELIVERIES. At the Closing, Seller shall deliver or
cause to be delivered to Purchaser (or its nominee), at Seller's sole expense,
each of the following items:

          (a) (i) A deed for each of the Parsons Property, the Ohio Property,
the Kansas City Property and the Illinois Property in the form attached hereto,
as applicable, as Exhibit E-1, Exhibit E-2 and Exhibit E-3, conveying good and
clear record and marketable fee simple title, subject only to the Permitted
Exceptions, in proper form for recording, (ii) a Bill of Sale, Blanket
Conveyance and Assignment in the form attached hereto as Exhibit F, (iii) an
Assignment and Assumption Agreement in the form attached hereto as Exhibit G, in
proper form for recording, (iv) the Representation Update Certificate in the
form attached hereto as Exhibit H, (v) the Closing Statement, and (vi) a
non-foreign person affidavit sworn to by Seller as required by Section 1445 of
the Code, all duly executed (and, when required, acknowledged) by Seller;

          (b) At least four (4) original counterparts of each of the Parsons
Lease, the Ohio Lease, the Kansas City Lease and the Illinois Lease, each duly
executed and delivered by Tenant;

          (c) All keys in Seller's possession or control to all locks on the
Improvements;

          (d) Originals of any Continuing Contracts or, if originals are not in
Seller's possession or control, certified copies thereof;

          (e) Such evidence or documents as may be reasonably required by the
Title Company or Purchaser relating to: (i) mechanics' or materialmen's liens;
(ii) parties in possession; or (iii) the status and capacity of Seller and the
authority of the Person or Persons who are executing the various documents on
behalf of Seller in connection with the sale of the Property;

          (f) All books, records and other documents in the possession or
control of Seller and material to Purchaser's ownership or operation of the
Property, including the Permits, as-built drawings, and the original Plans and
Specifications, to the extent the same are in Seller's possession or control;

          (g) At least two originals of each of the Tenant estoppel
certificates;

          (h) At least two originals of each of the SNDAs;

          (i) At least two originals of any applicable REA Estoppels ;

          (j) The Certificate of Occupancy and other Permits;

          (k) The Warranties, including all related manuals and any consents
necessary in order for the Warranties to be duly assigned to Purchaser as of the
Closing;

          (l) Evidence of release and discharge of all mortgages, materialmen's
and mechanics' liens and attachments, and other encumbrances on the Property;
and

          (m) Such other documents as are consistent with the terms of this
Agreement and reasonably required to close the transaction contemplated hereby.

     SECTION 8.3. PURCHASER'S DELIVERIES. At the Closing, Purchaser shall
deliver the following items:


                                       13

<PAGE>

          (a) Immediately available federal funds sufficient to pay the Purchase
Price (less the Deposit) and Purchaser's share of all escrow costs and closing
expenses;

          (b) At least four (4) duly executed and acknowledged counterpart
originals of the Assignment and Assumption Agreement, the Closing Statement, the
Parsons Lease, the Ohio Lease, the Kansas City Lease and the Illinois Lease;

          (c) Such evidence or documents as may reasonably be required by the
Title Company evidencing the status and capacity of Purchaser and the authority
of the Person or Persons who are executing the various documents on behalf of
Purchaser in connection with the purchase of the Property; and

          (d) Such other documents as are consistent with the terms of this
Agreement and reasonably required to close the transaction contemplated hereby.

     SECTION 8.4. COSTS AND PRORATIONS.

     (a) GENERAL. Real estate taxes, personal property taxes, if any, and all
other items of income and expense with respect to the Property are paid by
Seller and shall continue to be paid by Seller, as Tenant, after the Closing
Date under the terms of the applicable Lease. Except as otherwise provided in
this Section 8.4, income and expenses shall be prorated on the basis of a 30-day
month and on the basis of the accrual method of accounting. All such items
attributable to the period prior to the Closing Date shall be credited or
charged to Seller, and all such items attributable to the period commencing on
the Closing Date shall be credited to Purchaser.

     (b) ASSESSMENT INSTALLMENTS. If as of the Closing Date the Property is
encumbered or otherwise affected by any assessment (whether or not a lien) which
is or may become payable in installments (which the Tenant has not paid), then
for the purposes of this Agreement, all unpaid installments of such assessments
shall be deemed to have become due and payable prior to the Closing Date and
Purchaser shall be entitled to receive a credit against the Purchase Price in an
amount equal to all unpaid installments of such assessments, and in such event
Purchaser shall take title to the Property subject to the unpaid installments
not yet due and payable.

     (c) CONTINUING CONTRACTS. Prepaid charges, payments and accrued charges
under any Continuing Contracts shall be prorated at Closing in a manner
reasonably acceptable to Seller and Purchaser.

     (d) CLOSING COSTS. Purchaser and Seller shall each pay their own legal fees
related to the preparation of this Agreement and all documents required to
settle the transaction contemplated hereby. Purchaser shall pay all costs
associated with its due diligence, including the cost of appraisals,
architectural, engineering, credit and environmental reports. Each party shall
pay one-half of the charges for the escrow services of the Title Company. Seller
shall pay all recording fees in connection with the release of any encumbrances
on the Property, the cost of a current ALTA survey for the Property, the cost of
recording the Deed and all transfer taxes and documentary stamp charges of
statewide applicability and all title insurance premiums (exclusive of any
endorsements). Purchaser shall pay the cost of any endorsements to Purchaser's
title policy. All other customary purchase and sale closing costs shall be paid
by Seller or Purchaser in accordance with the custom in the jurisdiction where
the Property is located.

     (e) CLOSING STATEMENT. Purchaser and Seller shall cooperate to produce
prior to the Closing Date a schedule of prorations to be made as of the Closing
Date in accordance with the terms of this


                                       14

<PAGE>

Agreement (the "Closing Statement"). Any adjustments to estimated figures on the
Closing Statement shall be made by the parties with due diligence and
cooperation within ninety (90) days following the Closing Date, or such later
time as may be required to obtain necessary information for proration, by prompt
cash payment to the party yielding a net credit from such prorations from the
other party.

     SECTION 8.5. POSSESSION. Possession of the Property shall be delivered to
Purchaser by Seller at the Closing, subject only to the Leases, rights arising
under any Continuing Contracts, and the Permitted Exceptions.

     SECTION 8.6. PURCHASE PRICE ALLOCATION. The Purchase Price shall be
allocated as follows:

<TABLE>
<S>                     <C>
Parsons Property:       $2,300,000
Ohio Property:          $3,900,000
Kansas City Property:   $2,100,000
Illinois Property:      $3,700,000
</TABLE>

                                    ARTICLE 9

                             REAL ESTATE COMMISSION

     SECTION 9.1. COMMISSIONS.

     (a) If and when, but only if and when, the Closing is completed and the
Purchase Price is paid in full, Seller shall be obligated to pay a real estate
commission and/or brokerage fee to Seller's Broker in accordance with a separate
agreement between Seller and Seller's Broker. Such commissions shall be paid in
full at Closing.

     (b) Seller represents, warrants and covenants to Purchaser that, except for
Seller's Broker, Seller has not dealt with any real estate agent or broker in
connection with the transaction contemplated hereby. Seller shall indemnify
Purchaser against all claims, costs and liability (including reasonable
attorneys' fees) arising from or relating to any claims by Seller's Broker
and/or any other broker or other Person claiming any commission or similar
compensation by, through or under Seller or Seller's Broker.

     (c) Purchaser represents, warrants and covenants with Seller that, except
for Seller's Broker, Purchaser has not dealt with any real estate agent or
broker in connection with the transaction contemplated hereby.

     The provisions of this Section 9.1 shall survive the Closing.

                                   ARTICLE 10

                             TERMINATION AND DEFAULT

     SECTION 10.1. TERMINATION WITHOUT DEFAULT. If the sale of the Property is
not consummated because of the failure of any condition precedent to Purchaser's
obligations expressly set forth in this Agreement or for any other reason except
a default by Purchaser in its obligation to purchase the Property in accordance
with the provisions of this Agreement (which shall be governed by Section 10.2)
or any default by Seller of its obligations under this Agreement (which shall be
governed by Section 10.3), the Deposit shall promptly be returned to Purchaser
and neither Party shall have any further obligations hereunder.


                                       15

<PAGE>

     SECTION 10.2. PURCHASER'S DEFAULT. If the sale contemplated hereby is not
consummated because of a default by Purchaser in its obligation to purchase the
Property in accordance with the terms of this Agreement, and if such default is
not cured within ten (10) days from written notice thereof from Seller to
Purchaser, then: (a) this Agreement shall terminate; (b) the Deposit shall be
paid to and retained by Seller as liquidated damages; and (c) Seller and
Purchaser shall have no further obligations to each other. PURCHASER AND SELLER
ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS
AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE
AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF
THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO
CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS
OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND
PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH.
PURCHASER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE
SELLER'S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER'S FAILURE TO PURCHASE
THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

     SECTION 10.3. SELLER'S DEFAULT. If Seller defaults in its obligation to
sell the Property to Purchaser in accordance with the terms of this Agreement,
and if such default is not cured within ten (10) days from written notice
thereof from Purchaser to Seller, then Purchaser may, as its sole and exclusive
remedy at law or in equity: (a) terminate this Agreement by giving written
notice thereof to Seller, in which event the Deposit will promptly be returned
to Purchaser, Seller promptly shall reimburse Purchaser for the third party
costs that Purchaser has incurred in connection with this Agreement and the
transaction contemplated hereby (provided, however, that the aggregate amount of
such costs shall not exceed Fifty Thousand Dollars [$50,000]), and the parties
shall have no further obligation to each other; (b) waive such default and
consummate the transactions contemplated hereby in accordance with the terms of
this Agreement; or (c) specifically enforce this Agreement. Purchaser hereby
irrevocably waives any other right or remedy for such default; provided,
however, that if, in breach of this Agreement, Seller sells the Property (or any
portion thereof) to someone other than Purchaser or otherwise takes action that
renders the remedy of specific performance impossible or impractical to obtain,
Seller shall be liable for any damages suffered by Purchaser as a result of such
breach. If Purchaser brings an action for specific performance, the Deposit
shall be returned to Purchaser pending the outcome of such action.

         SECTION 10.4. BREACH OF REPRESENTATIONS. The representations and
warranties of Seller and Purchaser set forth in this Agreement or in any
document or certificate delivered by Seller or Purchaser in connection herewith
shall survive the Closing for a period of twelve (12) months, and no action or
proceeding thereon shall be valid or enforceable, at law or in equity, unless
within such time, written notice thereof is given to the other party.

     SECTION 10.5. MUTUAL INDEMNIFICATIONS.

          (a) From and after the Closing, Seller shall indemnify Purchaser and
defend and hold Purchaser harmless from and against any and all claims, demands,
liabilities, costs, expenses, penalties, damages and losses, including
reasonable attorneys' fees, resulting from any misrepresentation or breach of
warranty by Seller in this Agreement or in any document, certificate, or exhibit
given or delivered by Seller pursuant to or in connection with this Agreement.

          (b) From and after the Closing, Purchaser shall indemnify Seller and
defend and hold Seller harmless from and against any and all claims, demands,
liabilities, costs, expenses, penalties, damages and losses, including
reasonable attorneys' fees, resulting from any misrepresentation or breach


                                       16

<PAGE>

of warranty made by Purchaser in this Agreement or in any document, certificate,
or exhibit given or delivered by Purchaser pursuant to or in connection with
this Agreement.

          (c) Seller shall indemnify Purchaser and defend and hold Purchaser
harmless from and against any and all claims, demands, liabilities, costs,
expenses, penalties, damages and losses, including reasonable attorneys' fees,
asserted against, incurred or suffered by Purchaser resulting from any personal
injury or property damage occurring in, on or about the Property or relating
thereto and occurring during any period in which Seller or its affiliates owned
the Property, from any cause whatsoever other than as a consequence of the acts
or omissions of Purchaser, its agents, employees or contractors.

          (d) Purchaser shall indemnify Seller and defend and hold Seller
harmless from any claims, losses, demands, liabilities, costs, expenses,
penalties, damages and losses, including reasonable attorneys' fees, asserted
against, incurred or suffered by Seller resulting from any personal injury or
property damage occurring in, on or about the Property or relating thereto and
occurring during any period in which Purchaser or its affiliates owns the
Property, from any cause whatsoever other than as a consequence of the acts or
omissions of Seller, its agents, employees or contractors.

          (e) In the event either party hereto receives notice of a claim or
demand which results or may result in indemnification pursuant to Section 10.5,
such party shall promptly give notice thereof to the other party to this
Agreement. The party receiving such notice shall promptly take such measures as
may be reasonably required to properly and effectively defend such claim, and
may defend same with counsel of its own choosing. In the event the party
receiving such notice fails to properly and effectively defend such claim, and
in the event such party is liable therefor, then the party so giving such notice
may defend such claim at the expense of the party receiving such notice. The
provisions of this Section 10.5 shall survive the Closing.

                                   ARTICLE 11

                                  MISCELLANEOUS

     SECTION 11.1. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS; MISCELLANEOUS
PROVISIONS. This Agreement constitutes the entire agreement between the parties
hereto with respect to the transactions contemplated herein, and it supersedes
all prior discussions, understandings or agreements. All Exhibits and Schedules
attached hereto are a part of this Agreement and are incorporated herein by
reference. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. This Agreement may
be executed in any number of counterparts and it shall be sufficient that the
signature of each party appear on one or more such counterparts, and all
counterparts shall collectively constitute a single agreement. No modification
of this Agreement shall be deemed effective unless in writing and signed by both
Seller and Purchaser. In the event the time for performance of any obligation
hereunder expires on a day that is not a Business Day, the time for performance
shall be extended to the next Business Day. The descriptive headings of the
paragraphs of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any provisions of this
Agreement. Words such as "herein", "hereinafter", "hereof" and "hereunder" when
used in reference to this Agreement, refer to this Agreement as a whole and not
merely to a subdivision in which such words appear, unless the context otherwise
requires. The singular shall include the plural and the masculine gender shall
include the feminine and neuter, and vice versa, unless the context otherwise
requires. The word "including" shall not be restrictive and shall be interpreted
as if followed by the words "without limitation." This Agreement shall not be
construed more strictly against one party than against the other merely by
virtue of the fact that it may have been prepared primarily by counsel for one


                                       17

<PAGE>

of the parties, it being recognized that both Purchaser and Seller have
contributed substantially and materially to the preparation of this Agreement.

     SECTION 11.2. WAIVER; GOVERNING LAW. The excuse or waiver of the
performance by a party of any obligation of the other party under this Agreement
shall only be effective if evidenced by a written statement signed by the party
so excusing or waiving. No delay in exercising any right or remedy shall
constitute a waiver thereof, and no waiver by Seller or Purchaser of the breach
of any covenant of this Agreement shall be construed as a waiver of any
preceding or succeeding breach of the same or any other covenant or condition of
this Agreement. This Agreement shall be construed and the rights and obligations
of Seller and Purchaser hereunder determined in accordance with the internal
laws of the Commonwealth of Massachusetts, without regard to the principles of
conflict of laws.

     SECTION 11.3. NOTICES. All notices or other communications required or
provided to be sent by either party shall be in writing and shall be sent by:
(i) by United States Postal Service, certified mail, return receipt requested,
(ii) by any nationally known overnight delivery service for next day delivery,
(iii) delivered in person or (iv) sent by telecopier or facsimile machine which
automatically generates a transmission report that states the date and time of
the transmission, the length of the document transmitted and the telephone
number of the recipient's telecopier or facsimile machine (with a copy thereof
sent in accordance with clause (i), (ii) or (iii) above). All notices shall be
deemed to have been given upon receipt. All notices shall be addressed to the
parties at the addresses below:

     To Seller:      Dayton Superior Corporation
                     2150B So. Rte. 45-52
                     Kankakee, Illinois 60901
                     Attention: Mark K. Kaler
                     Fax No. 815-936-3309

     With a copy to: Dayton Superior Corporation
                     200 East Touhy Avenue
                     Des Plaines, Illinois 60018
                     Attention: Steven C. Huston
                     Fax No. 847-298-8958

     To Purchaser:   STAG Capital Partners, LLC
                     93 Summer Street, 3rd Floor
                     Boston, Massachusetts 02110
                     Attention: Benjamin S. Butcher
                     Fax No.: 617-574-0052

     With a copy to: DLA Piper Rudnick Gray Cary US LLP
                     One International Place, 21st Floor
                     Boston, Massachusetts 02110-2613
                     Attention: John L. Sullivan, Esq.
                     Fax No.: 617-406-6100

Any address or name specified above may be changed by notice given to the
addressee by the other party in accordance with this Section 11.3. The inability
to deliver notice because of a changed address of which no notice was given as
provided above, or because of rejection or other refusal to accept any notice,
shall be deemed to be the receipt of the notice as of the date of such inability
to deliver or rejection


                                       18

<PAGE>

or refusal to accept. Any notice to be given by any party hereto may be given by
the counsel for such party.

     SECTION 11.4. ATTORNEYS' FEES. In the event of a judicial or administrative
proceeding or action by one party against the other party with respect to the
interpretation or enforcement of this Agreement, the prevailing party shall be
entitled to recover reasonable costs and expenses including reasonable
attorneys' fees and expenses, whether at the investigative, pretrial, trial or
appellate level. The prevailing party shall be determined by the court based
upon an assessment of which party's major arguments or position prevailed.

     SECTION 11.5. IRS REAL ESTATE SALES REPORTING. Purchaser and Seller hereby
agree that the Title Company shall act as "the person responsible for closing"
the transaction which is the subject of this Agreement pursuant to Section
6045(e) of the Code and shall prepare and file all informational returns,
including IRS Form 1099-S, and shall otherwise comply with the provisions of
Section 6045(e) of the Code.

     SECTION 11.6. FURTHER INSTRUMENTS. Each party, promptly upon the request of
the other, shall execute and have acknowledged and delivered to the other or to
Title Company, as may be appropriate, any and all further instruments reasonably
requested or appropriate to evidence or give effect to the provisions of this
Agreement and which are consistent with the provisions of this Agreement.

     SECTION 11.7. SEVERABILITY. The parties hereto intend and believe that each
provision in this Agreement comports with all applicable local, state and
federal laws and judicial decisions. If, however, any provision in this
Agreement is found by a court of law to be in violation of any applicable local,
state, or federal law, statute, ordinance, administrative or judicial decision,
or public policy, or if in any other respect such a court declares any such
provision to be illegal, invalid, unlawful, void or unenforceable as written,
then it is the intent of all parties hereto that, consistent with and with a
view towards preserving the economic and legal arrangements among the parties
hereto as expressed in this Agreement, such provision shall be given force and
effect to the fullest possible extent, and that the remainder of this Agreement
shall be construed as if such illegal, invalid, unlawful, void, or unenforceable
provision were not contained herein, and that the rights, obligations, and
interests of the parties under the remainder of this Agreement shall continue in
full force and effect.

     SECTION 11.8. EXCLUSIVITY. In consideration of the significant time and
expense to be devoted by Purchaser to its potential acquisition of the Property,
Seller agrees that, during the term of this Agreement, it will negotiate
exclusively with Purchaser concerning a potential sale of the Property, it will
not market the Property for sale or allow other potential purchasers to inspect
or tour the Property, and it has not and will not enter into any agreement to
sell the Property to any party other than Purchaser. If Seller breaches its
obligations under this Section, Purchaser shall have the right to damages and,
at Purchaser's election, injunctive or other equitable relief.

          [The balance of this page has intentionally been left blank.
                            Signature pages follow.]


                                       19

<PAGE>

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

                                      SELLER:

                                      Dayton Superior Corporation


                                      By: /s/ Mark K. Kaler
                                          --------------------------------------
                                      Name: Mark K. Kaler
                                            ------------------------------------
                                      Title: Vice President, Strategic Planning
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      PURCHASER:

                                      STAG Capital Partners, LLC


                                      By: /s/ Benjamin S. Butcher
                                          --------------------------------------
                                      Name: Benjamin S. Butcher
                                      Title: Manager
                                      Date:
                                            ------------------------------------


                                       20

<PAGE>

                                  SCHEDULE 1.1
                                  DEFINED TERMS

     "Agreement" has the meaning set forth in the first paragraph of this
document.

     "Business Day" shall mean any day of the week other than (i) Saturday and
Sunday, (ii) a day on which banking institutions in any of Boston,
Massachusetts; Kansas City, Kansas; Dayton, Ohio and Chicago, Illinois are
obligated or authorized by law or executive action to be closed to the
transaction of normal banking business, or (iii) a day on which governmental or
banking functions in any of the Boston, Massachusetts; Kansas City, Kansas;
Dayton, Ohio and Chicago, Illinois areas are interrupted because of
extraordinary events such as hurricanes, power outages or acts of terrorism.

     "Certificate of Occupancy has the meaning set forth in Section 6.1(h).

     "Closing" shall mean the consummation of the purchase and sale of the
Property pursuant to the terms of this Agreement.

     "Closing Statement" has the meaning set forth in Section 8.4(e).

     "Code" shall mean the Internal Revenue Code of 1986, and all amendments
thereto and all regulations issued thereunder.

     "Confidential Information" shall mean any proprietary information
concerning the Property provided to Purchaser by Seller, excluding information
that is available to the general public or from sources other than Seller.

     "Contracts" shall mean all development, construction, service, management,
leasing, operation, maintenance, repair and other contracts affecting the Land
or Improvements and all amendments and modifications thereto, except for those
contracts connected with or related to the manufacturing processes or other
business conducted by Seller on the Property (and provided that Purchaser, as
owner of the Property, shall bear no obligation or liability with respect to any
of the same).

     "Deposit" has the meaning set forth in Section 3.1.

     "Designated Seller Representatives" has the meaning set forth in Section
7.4.

     "Effective Date" shall mean the later of the date below the signature of
Purchaser or Seller on this Agreement or, if such dates are the same, the date
below each of such signatures.

     "Employee Claims" shall have the meaning set forth in Section 5.6.

     "Environmental Law" shall mean any federal, state, local or administrative
agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions, human health or Hazardous Material, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. Section 9601 et seq), the Resource Conservation and Recovery Act of 1976
(42 U.S.C. Section 6901 et seq.), the Federal Water Pollution Control Act (33
U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et
seq.), the Emergency Planning and Community Right-To-Know Act (42 U.S.C. Section
1101 et seq.), The Endangered Species Act (16 U.S.C. Section 1531 et seq.), the
Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Occupational
Safety and Health Act (29 U.S.C. Section 651 et seq.) and the Hazardous
Materials


                                       21

<PAGE>

Transportation Act (49 U.S.C. Section 1801 et seq.), and the regulations
promulgated pursuant to such laws, all as amended from time to time.

     "Hazardous Materials" shall mean any substance or material which is or
contains: (i) any substance, waste or material now or hereafter defined in
and/or regulated under any Environmental Law; (ii) gasoline, diesel fuel or
other petroleum hydrocarbons; (iii) asbestos and asbestos containing materials,
in any form, whether friable or nonfriable; (iv) polychlorinated biphenyls; (v)
radon gas; or (vi) mold, mildew or other biological agents.

     "Illinois Improvements" shall mean that certain building containing
approximately 103,683 net rentable square feet located at 625 Crane Street,
Aurora, Illinois, and all other buildings, structures and other improvements
situated upon the Land and any fixtures, systems and facilities owned by Seller
and located on the Illinois Land (other than any manufacturing systems of
Seller, to the extent the same can be removed without damaging the Illinois
Improvements).

     "Illinois Land" shall mean the land described on Exhibit A-4 attached
hereto, together with all privileges, rights, easements and appurtenances
belonging to such land and all right, title and interest (if any) of Seller in
and to any streets, alleys, passages or other rights-of-way or appurtenances
included in, adjacent to or used in connection with such land and all right,
title and interest (if any) of Seller in all mineral rights appurtenant to such
land.

     "Illinois Lease" has the meaning set forth in Section 6.2A.

     "Illinois Property" shall mean, collectively, the Illinois Land, the
Illinois Improvements and all Intangible Property associated therewith.

     "Improvements" shall mean, collectively, the Parsons Improvements, the Ohio
Improvements, the Kansas City Improvements and the Illinois Improvements.

     "Intangible Property" shall mean all of Seller's right, title and interest,
if any, in all intangible assets relating to the Land or Improvements, including
all of Seller's right, title and interest, if any, in all (a) warranties and
guaranties relating to the Land or Improvements, (b) all licenses, permits and
approvals relating to the Land or Improvements, (c) all logos and tradenames
relating to the Land or Improvements, (d) all contract rights, (e) advertising
of the Land or Improvements and (f) all plans and specifications relating to the
Land or Improvements, in each case to the extent that Seller may legally
transfer the same.

     "Kansas City Improvements" shall mean that certain building containing
approximately 56,580 net rentable square feet located at 636 South 66th Terrace
in Kansas City, Kansas, and all other buildings, structures and other
improvements situated upon the Land and any fixtures, systems and facilities
owned by Seller and located on the Kansas City Land (other than any
manufacturing systems of Seller, to the extent the same can be removed without
damaging the Kansas City Improvements).

     "Kansas City Land" shall mean the land described on Exhibit A-3 attached
hereto, together with all privileges, rights, easements and appurtenances
belonging to such land and all right, title and interest (if any) of Seller in
and to any streets, alleys, passages or other rights-of-way or appurtenances
included in, adjacent to or used in connection with such land and all right,
title and interest (if any) of Seller in all mineral rights appurtenant to such
land.

     "Kansas City Lease" has the meaning set forth in Section 6.2A.


                                       22

<PAGE>

     "Kansas City Property" shall mean, collectively, the Kansas City Land, the
Kansas City Improvements and all Intangible Property associated therewith.

     "Land" shall mean, collectively, the Parsons Land, the Ohio Land, the
Kansas City Land and the Illinois Land.

     "Leases" has the meaning set forth in Section 6.2A.

     "Lease Transaction" shall mean the execution of any new lease or other
occupancy agreement for any portion of the Property.

     "Legal Requirements" means all applicable zoning, building, health and
safety, environmental and all other laws, legislation, rules, codes, by-laws,
ordinances, resolutions, regulations, orders and decrees and all requirements of
the Board of Fire Underwriters and any other insurance underwriters relating in
any way to the Property or the development, construction, ownership, use and
occupancy thereof.

     "Material Casualty" has the meaning set forth in Section 6.3.

     "Material Taking" has the meaning set forth in Section 6.4.

     "Ohio Improvements" shall mean that certain building containing
approximately 156,581 net rentable square feet located at 721 Richard Street,
Miamisburg, Ohio, and all other buildings, structures and other improvements
situated upon the Land and any fixtures, systems and facilities owned by Seller
and located on the Ohio Land (other than any manufacturing systems of Seller, to
the extent the same can be removed without damaging the Ohio Improvements) .

     "Ohio Land" shall mean the land described on Exhibit A-2 attached hereto,
together with all privileges, rights, easements and appurtenances belonging to
such land and all right, title and interest (if any) of Seller in and to any
streets, alleys, passages or other rights-of-way or appurtenances included in,
adjacent to or used in connection with such land and all right, title and
interest (if any) of Seller in all mineral rights appurtenant to such land.

     "Ohio Lease" has the meaning set forth in Section 6.2A.

     "Ohio Property" shall mean, collectively, the Ohio Land, the Ohio
Improvements and all Intangible Property associated therewith.

     "Parsons Improvements" shall mean that certain building containing
approximately 120,000 net rentable square feet located at 1900 Wilson, Parsons,
Kansas, and all other buildings, structures and other improvements situated upon
the Land and any fixtures, systems and facilities owned by Seller and located on
the Parsons Land (other than any manufacturing systems of Seller, to the extent
the same can be removed without damaging the Parsons Improvements).

     "Parsons Land" shall mean the land described on Exhibit A-1 attached
hereto, together with all privileges, rights, easements and appurtenances
belonging to such land and all right, title and interest (if any) of Seller in
and to any streets, alleys, passages or other rights-of-way or appurtenances
included in, adjacent to or used in connection with such land and all right,
title and interest (if any) of Seller in all mineral rights appurtenant to such
land.

     "Parsons Lease" has the meaning set forth in Section 6.2A.


                                       23

<PAGE>

     "Parsons Property" shall mean, collectively, the Parsons Land, the Parsons
Improvements and all Intangible Property associated therewith.

     "Permitted Exceptions" shall mean all matters shown on the Title Commitment
(other than Voluntary Liens) or the Survey, except for those matters as to
which, in accordance with Section 4.1, Purchaser makes a written objection on or
before the Study Period Notice Deadline. In no event shall any Voluntary Lien
constitute a Permitted Exception, and all Voluntary Liens shall be paid in full
at or before the Closing or out of the proceeds otherwise due to Seller.

     "Permits" has the meaning set forth in Section 7.3(b)(iv)(C).

     "Person" shall mean any individual, estate, trust, partnership, limited
liability company, limited liability partnership, corporation, governmental
agency or other legal entity.

     "Property" shall mean, collectively, the Real Property and the Intangible
Property.

     "Purchase Price" shall mean the purchase price for the Property as
specified in Section 2.2.

     "Purchaser" means the Person named as the Purchaser in the first paragraph
of this Agreement, together with any assignee of the originally named Purchaser.

     "Purchaser Title Objections" has the meaning set forth in Section 4.1.

     "REA Estoppels" has the meaning set forth in Section 6.1(g).

     "Real Property" shall mean the Land and the Improvements.

     "Reciprocal Easement Agreements" shall mean any and all reciprocal easement
agreements, declarations of covenants, conditions, restrictions and easements,
party wall agreements, "tie-back" agreements, common area agreements, shared
maintenance agreements, common use agreements or similar agreements or
understandings which burden or benefit the Real Property and other adjacent real
property, and all supplements, amendments, modifications and memoranda thereof,
relating to the development, use, operation, management, maintenance or
occupancy of the Real Property.

     "Required Endorsements" shall mean the following ALTA endorsements (to the
extent legally available in the jurisdiction in which the Real Property is
located): (a) Form 9 - Comprehensive (modified as appropriate for an owner's
policy); (b) Form 3.1 Zoning (including parking and loading); (c) survey
endorsement; (d) access endorsement; (e) if the land on which the Property is
located consists of more than one parcel, a contiguity endorsement; and (f) a
tax parcel endorsement.

     "Reports" has the meaning set forth in Schedule 5.1.

     "Restricted Period" shall mean the period commencing five (5) Business Days
before the end of the Study Period and ending on the earlier of the Closing or
the termination of this Agreement.

     "Seller" has the meaning set forth in the first paragraph of this
Agreement.

     "Seller Representations" shall mean the representations and warranties of
Seller expressly set forth in Section 7.3.


                                       24

<PAGE>

     "Seller's Broker" shall mean the Stan Johnson Company and Marcus &
Millichap.

     "SNDA" has the meaning set forth in Section 6.1(d).

     "Study Period" has the meaning set forth in Section 5.2.

     "Study Period Notice" has the meaning set forth in Section 5.2.

     "Study Period Notice Deadline" has the meaning set forth in Section 5.2.

     "Survey" has the meaning set forth in Section 4.1.

     "Tenant" shall mean the Seller.

     "Termination Notice" has the meaning set forth in Section 5.2.

     "Title Commitment" has the meaning set forth in Section 4.1.

     "Title Company" shall mean the Boston, Massachusetts office of Stewart
Title Guaranty Company, attention, Terrance Miklas.

     "Utility Deposits" has the meaning set forth in Section 8.4(g).

     "Voluntary Liens" shall mean any of the following encumbrances on the
Property or any portion thereof: (a) any mortgage or deed of trust granted or
assumed by Seller; (b) any mechanic's or materialmen's lien; (c) any lien for
unpaid taxes, assessments, utility, water, sewer or other governmental charges;
and (d) any other lien or encumbrance granted, assumed or suffered by Seller and
securing the repayment of money or other claims made against Seller.


                                       25

<PAGE>

                                  SCHEDULE 3.1

                            DEPOSIT ESCROW PROVISIONS

       [ATTACHED TO AND A PART OF REAL ESTATE PURCHASE AND SALE AGREEMENT]

          (a) Title Company shall hold the Deposit in a separate, segregated,
interest bearing account approved by Purchaser and Seller. If the Closing
occurs, the Deposit shall be credited against the Purchase Price. The Deposit
shall be held and disbursed by Title Company in the following manner:

          (i) to Seller at the upon consummation of the Closing; or

          (ii) to Seller upon receipt of written demand therefor, stating that
Purchaser has defaulted in the performance of Purchaser's obligations under this
Agreement and the facts and circumstances underlying such default; provided,
however, that Title Company shall not honor such demand until at least ten (10)
Business Days after it has sent a copy of such demand to Purchaser, nor
thereafter if Title Company shall have received written notice of objection from
Purchaser in accordance with paragraph (b) below; or

          (iii) to Purchaser upon receipt of written demand therefor, stating
that either (x) this Agreement has been terminated pursuant to a provision
hereof and certifying the basis for such termination, or (y) Seller has
defaulted in performance of Seller's obligations under this Agreement and the
facts and circumstances underlying such default or that Purchaser is otherwise
entitled to the Deposit under the provisions of this Agreement; provided,
however, that except for a termination pursuant to Section 5.2, Title Company
shall not honor such demand until at least ten (10) Business Days after it has
sent a copy of such demand to Seller, nor thereafter if Title Company shall have
received written notice of objection from Seller in accordance with paragraph
(b) below. Notwithstanding anything to the contrary herein, if at any time
before the Study Period Notice Deadline, Purchaser provides Title Company with
written demand for the return of the Deposit, Title Company shall immediately
return the Deposit to Purchaser.

          (b) Upon receipt of written demand for the Deposit by Purchaser or
Seller pursuant to clause (a)(ii) or (a)(iii) above, Title Company shall
promptly send a copy thereof to the other party. Except for a termination under
Section 5.2 (as to which Seller shall have no right to object), the other party
shall have the right to object to the delivery of the Deposit by sending written
notice of such objection to Title Company within ten (10) Business Days after
Title Company sends a copy of the written demand to the objecting party. Upon
receipt of such notice, Title Company shall promptly send a copy thereof to the
party who made the written demand.

          (c) Except for the return of the Deposit to Purchaser as provided in
the last sentence of Section (a)(iii) above, in the event of any dispute between
the parties, Title Company shall disregard all instructions received and may
hold the Deposit until the dispute is mutually resolved and Title Company is
advised of this fact in writing by both Seller and Purchaser, or Title Company
is otherwise instructed by a final judgment of a court of competent
jurisdiction.

          (d) In the event Title Company shall be uncertain as to its duties or
rights hereunder or shall receive conflicting instructions, claims or demands
from the parties hereto, or instructions which conflict with any of the
provisions of this Agreement, Title Company shall be entitled to refrain from
taking any action other than to keep safely the Deposit until Title Company
shall be instructed otherwise in writing signed by both Seller and Purchaser, or
by final judgment of a court of competent jurisdiction.


                                       26

<PAGE>

          (e) Title Company may rely upon, and shall be protected in acting or
refraining from acting upon, any written notice, instruction or request
furnished to it hereunder and believed by it to be genuine and to have been
signed or presented by the proper party or parties, provided that any
modification of this Schedule 3.1 shall be signed by Title Company, Purchaser
and Seller.

          (f) Seller and Purchaser shall jointly and severally hold Title
Company harmless against any loss, damage, liability or expense incurred by
Title Company not caused by its willful misconduct, gross negligence or breach
of these escrow provisions, arising out of or in connection with its entering
into this Agreement and the carrying out of its duties hereunder, including the
reasonable costs and expenses of defending itself against any claim of liability
or participating in any legal proceeding.

                          JOINDER BY THE TITLE COMPANY

     By its execution hereof, the Title Company hereby (i) covenants and agrees
to hold the Deposit in accordance with the above provisions, and (ii)
acknowledges receipt of a copy of the Real Estate Purchase and Sale Agreement to
which this Schedule 3.1 is attached.


                                        By:                                    ,
                                            -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                       27

<PAGE>

                                  SCHEDULE 5.1

          (1) copies of Tenant Financial Statements (as defined in the
Agreement);

          (2) a copy of the Tenant's current insurance certificate;

          (3) (Intentionally omitted);

          (4) all Warranties in Seller's possession or control;

          (5) all Contracts in Seller's possession or control;

          (6) as-built plans and specifications for the Improvements, to the
extent the same are in Seller's possession or control;

          (7) a certificate of occupancy for the Improvements and all other
Permits in Seller's possession or control;

          (8) to the extent that any of the same are in Seller's possession or
control, all engineering, geotechnical, environmental, and other similar studies
or reports in the possession or control of the Seller relating to the Property
(the "Reports"); it being understood and agreed by the parties hereto that
Seller is in no way warranting or representing, express or implied, the accuracy
or completeness of anything contained in the Reports;

          (9) to the extent that any of the same are in Seller's possession or
control, copies of all tax bills and statements for the Property for the three
(3) calendar years preceding the Effective Date and for the current year, and
copies of any notices of actual or proposed reassessments of the Property;

          (10) to the extent that any of the same are in Seller's possession or
control, copies of all utility bills and statements for the Property for the
three (3) calendar years preceding the Effective Date and for the current year;

          (11) (Intentionally omitted);

          (12) (Intentionally omitted);

          (13) copies of any notices received in connection with any purported
or actual violation at the property of any Legal Requirement;

          (14) to the extent that any of the same are in Seller's possession or
control, copies of any Reciprocal Easement Agreements and agreements with any
governmental agencies relating to the development, construction, ownership or
operation of the Property.


                                       28

<PAGE>

                                  SCHEDULE 6.2

<TABLE>
<S>                          <C>
Addresses:                   1900 Wilson, Parsons, Kansas
                             721 Richard Street, Miamisburg, Ohio
                             636 South 66th Terrace, Kansas City, Kansas
                             625 Crane Street, Aurora, Illinois

Rentable Square Feet:        Parsons: 120,000
                             Ohio: 156,581
                             Kansas City: 56,580
                             Illinois: 103,683

Lease Term:                  Parsons: Thirteen (13) years
                             Ohio: Twelve (12) years
                             Kansas City: Ten (10) years
                             Illinois: Eleven (11) years

Extension Options:           Two(2) five (5)-year extension terms, exercisable
                             by providing at least nine (9) months written
                             notice prior to expiration of the applicable term.
                             The Annual Base Rental Rate for each extension term
                             shall be the fair market rent as determined under
                             the Lease.

Initial Annual Base Rental   Parsons: $240,000 NNN
Rate:                        Ohio: $430,598 NNN
                             Kansas City: $226,320 NNN
                             Illinois: $364,000 NNN

Annual Increases in Annual   2% annual escalations.
Base Rental Rate:

Landlord Form:               Absolute NNN. Tenant responsible for all costs
                             (operating, utilities and capital).

Assignment and Sublease      Language to be mutually agreed upon by Landlord and
                             Tenant during Study Period based upon Landlord's
                             form Lease provisions.

Security Deposit (cash or    Parsons: $92,150
Letter of Credit):           Ohio: $164,900
                             Kansas City: $87,300
                             Illinois: $140,650
</TABLE>


                                       29

<PAGE>

                                   EXHIBIT A-1

                           DESCRIPTION OF PARSONS LAND

Lots 4, 5, 6, 7, 8, 9, and 10, Block 2, and Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, and
10, Block 3, Arthur W. Davis Addition, and commencing 50 feet south of the
southwest corner of Lot 7, Block 4, Arthur W. Davis Addition, south 197 feet,
thence west 80 feet, south 453 feet, west 245.7 feet, south 650 feet, west 150
feet, southerly along MKT Railroad right-of-way to intersection of MKT, thence
Northeasterly along MKT Railroad to point east of beginning, thence west to
point of beginning, and that portion of vacated South Central Street adjacent
thereto, and the south 1/2 of vacated Thornton Avenue adjacent thereto, in
Section 19, Township 31 south, Range 20 east of the 6th P.M., except so much
thereof as is used for public highway or road, Labette County, Kansas.

The South 1/2 of Lot 2 and all of Lot 3, Block 2, A.W. Davis Addition, City of
Parsons, Labette County, Kansas.

Lot 1 and the North 1/2 of Lot 2, Block 2, A.W. Davis Addition, City of Parsons,
Labette County, Kansas, and the South 1/2 of vacated Thornton Avenue adjacent to
Lot 1.


                                       30

<PAGE>

                                   EXHIBIT A-2

                            DESCRIPTION OF OHIO LAND

PARCEL I:

Situated in the City of Miamisburg, County of Montgomery, State of Ohio and
being lot numbered One Thousand Eight Hundred Eighty One (1881), One Thousand
Eight Hundred Eighty Two (1882), One Thousand Eight Hundred Eighty Four (1884),
Five Thousand Four Hundred Seventy Eight (5478), and Five Thousand Four Hundred
Seventy Nine (5479) of the Consecutive Numbers of lots on the revised plat of
said City of Miamisburg, Ohio.

PARCEL II:

Located in Section 26, Town 1, Range 6 MRS, City of Miamisburg, Montgomery
County, State of Ohio, and being a tract of land described as follows:

Beginning at a point on the centerline of Richard Street, said point being
located 200.00 feet westwardly from the southward extension of the west line of
Eighth Street;

Thence with the centerline of Richard Street, north Eighty Seven Degrees Fifteen
Minutes No Seconds (87 degrees 15' 00") west for One Hundred Six and 75/100
(106.75) feet;

Thence north Two Degrees Forty Five Minutes and No Seconds (2 degrees 45' 00")
east for Two Hundred Sixty Three and 12/100 (263.12) feet;

Thence south Seventy Nine Degrees Nineteen Minutes and No Seconds (79 degrees
19' 00") east for One Hundred Seven and 78/100 (107.78) feet;

Thence South Two Degrees Forty Five Minutes and No Seconds (2 degrees 45' 00")
west for Two Hundred Forty Eight and 25/100 (248.25) feet to the point of
beginning, containing 0.6266 acres more or less.

EXCEPTING THEREFROM THE FOLLOWING DESCRIBED REAL ESTATE:

Located in Section 26, Town 1, Range 6 MRS, City of Miamisburg, Montgomery
County, State of Ohio, and being a tract of land described as follows:

Beginning at a point on the centerline of Richard Street, said point being
located 200.00 feet westwardly from the southward extension of the west line of
Eighth Street;

Thence with the centerline of Richard Street, north Eighty Seven Degrees Fifteen
Minutes No Seconds (87 degrees 15' 00") west for One Hundred Six and 75/100
(106.75) feet;

Thence north Two Degrees Forty Five Minutes and No Seconds (2 degrees 45' 00")
east for Twenty Five and 00/100 (25.00) feet;

Thence south Eighty Seven Degrees Fifteen Minutes No Seconds (87 degrees 15'
00") east for approximately One Hundred Six and 75/100 (106.75) feet;

Thence South Two Degrees Forty Five Minutes No Seconds (2 degrees 45' 00") west
for Twenty Five and 00/100 (25.00) feet to the point of beginning, containing
0.061 acres, more or less.


                                       31

<PAGE>

                                   EXHIBIT A-3

                         DESCRIPTION OF KANSAS CITY LAND

The Northerly 113 feet of Lot 2-3, Block 2, Muncie Industrial Park, an addition
in Kansas City, Wyandotte County, Kansas, recorded January 29, 1986 as File No.
1001907 in Book 35 at pages 45 (C798) and 46 (C799), of the Office of the
Recorder of said County.


                                       32

<PAGE>

                                   EXHIBIT A-4

                          DESCRIPTION OF ILLINOIS LAND

That part of the northeast 1/4 of Section 24, Township 38 north, Range 8 east of
the third principal meridian, described as follows: beginning at the northwest
corner of said northeast 1/4; thence north 88 degrees 44 minutes east along the
north line of said quarter section, 465.64 feet; thence south 0 degrees 39
minutes east parallel with the west line of said quarter section, 479.80 feet;
thence south 88 degrees 44 minutes west parallel with the north line of said
quarter section, 325.64 feet; thence north 0 degrees 39 minutes west parallel
with the north line of said quarter section 140 feet to the west line of said
quarter section; thence north 0 degrees 39 minutes west along said west line,
439.80 feet to the point of beginning, in the township of Aurora, Kane County,
Illinois.


                                       33

<PAGE>

                                    EXHIBIT B

                       FORM OF TENANT ESTOPPEL CERTIFICATE

Re:  Lease dated ________________, by and between ________________, as Landlord,
     and _______________, as Tenant [as so amended by that certain ________,
     dated _____, by and between Landlord and Tenant] ([as amended] the
     "Lease").

To:  Landlord and ___________________ and any other purchaser or potential
     purchaser ("Purchaser") of the property commonly known as
     _________________________

The undersigned Tenant under the Lease certifies as follows (Capitalized terms
used herein and not otherwise defined have the meanings set forth in the Lease):

(1) The Lease has been duly authorized, executed and delivered by Tenant to
Landlord (or its predecessor-in-interest), has not been amended, modified,
superceded or supplemented in any way [except as aforsesaid], and constitutes
the entire agreement between Landlord and Tenant with respect to the demised
premises identified therein (the "Premises") and the building and other property
of which the Premises are a part (the "Property");

(2) The Lease is in full force and effect, and Tenant does not have any defense,
credit, offset, claim or counterclaim by or in favor of Tenant against Landlord
(or its predecessor-in-interest) under the Lease against the obligation to pay
rent or other charges due from Tenant under the Lease or against any other
obligations of Tenant thereunder;

(3) (a) The Commencement Date of the Lease was __________; the Rent Commencement
Date of the Lease was ____________; and the expiration date of the initial term
of the Lease is __________;

     (b) There are no options remaining unexercised on the part of the Tenant to
renew the Lease except as follows (if none, so state):
___________________________;

     (c) Tenant is currently paying minimum base or fixed rent under the Lease
in the amount of $____________________ per month;

(4) Tenant has unconditionally taken possession of and is occupying all of the
Premises and Tenant has commenced the payment of rents for all space subject to
the Lease. Landlord has completed all work to be performed by Landlord under the
Lease in a good and workmanlike manner and in accordance with the Lease and such
work has been accepted by Tenant and all reimbursements and allowances due to
Tenant under the Lease in connection with such work have been paid in full.
Tenant has no knowledge of any defects in the Premises or the Property or any
related improvements or facilities; Tenant has not delivered any notice alleging
any defect or deficiency in the work relating to the Premises or the Property or
any related improvements or facilities, and Tenant is not aware of any currently
existing condition or circumstance which would cause Tenant to give such any
such notice. Landlord has satisfied any and all commitments made to induce
Tenant to enter in to the Lease;

(5) Tenant has no right to cancel or terminate the Lease and no option or right
to purchase all or any part of the Premises, the Property or any other property
of Landlord;


                                       34

<PAGE>

(6) Tenant has not paid any security deposit under the Lease except as follows
[if none, so state]: ________________________________________________________.

(7) All minimum and additional rent and other sums payable by Tenant under the
Lease have been fully paid through ______________, 200_ in accordance with the
provisions of the Lease. No rent has been paid more than one month in advance;

(8) Tenant has not been granted and is not entitled to any free rental or any
concession in or abatement of rent;

(9) Neither Tenant nor Landlord is in default of its obligations under the Lease
and, to the best of Tenant's knowledge, there is no state of facts that with the
giving of notice, the passage of time, or both, could ripen into such a default;

(10) Tenant confirms that its address for purposes of notices under the Lease is
as follows: ___________________;

(11) No leasing commissions or similar fees are outstanding in connection with
the Lease or will be due from the then owner of the landlord's interest under
the Lease in connection with any renewal, extension or expansion of the Lease;

(12) The Premises are adequately served by utilities and Landlord has satisfied
all obligation relating thereto under the Lease;

(13) Tenant has not assigned the Lease or any of its interests therein or sublet
any portion of the Premises; Tenant has no current plans to downsize or
eliminate its operations at the Premises; and

(14) A true and complete copy of the Lease is attached hereto and made a part
hereof.

This certificate shall be binding upon Tenant and its successors and assigns (if
any). Tenant understands and agrees that this certificate may be relied upon by
Purchaser (and/or its assignee and/or successors-in-interest as owners of the
Property) and by each lender of Purchaser that finances all or any portion of
the purchase price of the Property or otherwise provides debt financing to
Purchaser.

                                       Tenant


                                       By:                                     ,
                                           ------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------
                                       Date:
                                             -----------------------------------


                                       35

<PAGE>

                                    EXHIBIT C

                                   [RESERVED]


                                       36

<PAGE>

                                    EXHIBIT D

                      EXCEPTIONS TO SELLER REPRESENTATIONS


                                       37

<PAGE>

                                   EXHIBIT E-1

                                   KANSAS DEED


                                       38

<PAGE>

                                   EXHIBIT E-2

                                    OHIO DEED


                                       39

<PAGE>

                                   EXHIBIT E-3

                                  ILLINOIS DEED


                                       40

<PAGE>

                                    EXHIBIT F

                       BILL OF SALE AND GENERAL ASSIGNMENT

                        BILL OF SALE, BLANKET CONVEYANCE
                                 AND ASSIGNMENT

     This Bill of Sale, Blanket Conveyance and Assignment (this "Assignment") is
executed by ________________________, a __________________ ("Assignor") to and
for the benefit of _______________, a __________________ ("Assignee").

                                    RECITALS

     WHEREAS, concurrently herewith Assignor is conveying to Assignee by
[Special Warranty] Deed of even date herewith that certain real property (the
"Property") more particularly described on Exhibit A attached hereto and
incorporated herein for all purposes; and

     WHEREAS, in connection with the conveyance of the Property, Assignor
intends to sell, assign and convey unto Assignee the Assigned Properties
(defined below).

     NOW, THEREFORE, in consideration of the foregoing and Ten and No/100
Dollars ($10.00) and other good and valuable consideration in hand paid by
Assignee to Assignor, the receipt and sufficiency of which are hereby
acknowledged and confessed by Assignor, Assignor and Assignee hereby act and
agree as follows:

     1. CONVEYANCE. Assignor does hereby ASSIGN, TRANSFER, CONVEY, SET OVER and
DELIVER to Assignee, its successors and assigns, the following properties
(collectively, the "Assigned Properties"):

     (a) Any and all personal property, equipment, appliances, furniture,
furnishings, building materials, improvements, and other personalty of whatever
kind or character owned by Assignor, lying and being situated at, incidental to,
appurtenant to, or associated or used in connection with the ownership, use,
operation, repair and maintenance of the Property, including all fixtures and
other property affixed thereto, including without limitation, all heating, air
conditioning, plumbing, lighting, communications, elevators and kitchen,
medical, dental or rehabilitation fixtures, all gas and electric fixtures,
appliances and wiring, engines, boilers, elevators, escalators, incinerators,
motors, dynamos, heating and air conditioning equipment, sinks, water closets,
basins, pipes, electrical systems, faucets, fire prevention and extinguishing
apparatus, central music and public address systems, burglar alarms, security
systems and equipment, and other furnishings and decor equipment, spare parts,
materials, and supplies for the ownership, use, operation, maintenance, and
repair of the Property or the personal property referred to herein or both,
tools, supplies, and all other personal property owned by Assignor which is
located on or is used in connection with the ownership, use, operation,
maintenance, or repair of the Property or the personal property referred to
herein or both whether tangible or intangible, paving, curbing, trees, shrubs,
plants and other improvements and landscaping of every kind and nature
(collectively, the "Personalty").


                                       41

<PAGE>

     (b) Rights in and to trade names and all good will, if any, all
certificates, franchises, trademarks, symbols, service marks, books, records,
plans, specifications, designs, drawings, licenses, business licenses, state
health department licenses, licenses to conduct business, certificates of need
and all other permits, licenses, approvals, authorizations and rights obtained
from any governmental, quasi-governmental or private person or entity whatsoever
concerning ownership, operation, use or occupancy of the Property, if any and to
the extent they are assignable, and all leasing records, leasing applications,
tenant credit reports and maintenance and operating records, keys and telephone
exchange numbers, if any and to the extent they are assignable.

     (c) To the extent assignable, all of Assignor's rights in and to (i) all
licenses, permits, approvals and similar documents relating to the Property,
(ii) all plans, drawings, specifications, surveys, engineering reports, and
other technical descriptions relating to the Property, (iii) all warranties and
guaranties (express or implied) issued in connection with or arising out of (a)
the purchase or repair of all fixtures, fittings, appliances, apparatus,
equipment, machinery and other personal property owned by Assignor, if any, and
affixed or attached to or placed or situated upon, or used or acquired in
connection with the Property, or (b) the construction, alteration, maintenance
and repair of any of the improvements located on the Property, (iv) all other
property (real, personal or mixed), owned or held by Assignor which relate in
any way to the design, construction, use, leasing, maintenance, service or
operation of the Property or Personalty, and (v) all promotional materials,
market studies, tenant data and other materials of any kind in Assignor's
possession related to the Property or the Personalty referred to herein or both.

     TO HAVE AND TO HOLD the Assigned Properties unto Assignee, and Assignee's
successors and assigns forever, and Assignor does hereby bind Assignor, and
Assignor's successors and assigns, to WARRANT and FOREVER DEFEND, all and
singular the Assigned Properties unto Assignee, and Assignee's successors and
assigns, against every person whomsoever lawfully claiming or to claim the same,
or any part thereof by, through and under Assignor but not otherwise.

     2. COUNTERPARTS; GOVERNING LAW; SUCCESSORS AND ASSIGNS; AUTHORITY. This
Assignment may be executed in any number of counterparts, and each counterpart
hereof shall be deemed to be an original instrument, but all such counterparts
shall constitute but one instrument. This Assignment shall be construed and
enforced in accordance with and governed by the internal laws of the State of
______________. This Assignment shall bind and inure to the benefit of Assignor
and Assignee and their respective successors and assigns. Each of Assignor and
Assignee represents and warrants to the other that it is fully empowered and
authorized to execute and deliver this Assignment, and the individuals signing
this Assignment each represent and warrant that he or she is fully empowered and
authorized to do so.

     3. FURTHER ASSURANCES. The parties agree to take all such further actions
and execute, acknowledge and deliver all such further documents that are
reasonably necessary or useful in carrying out the purposes of this Assignment.

     4. MUTUAL INDEMNIFICATION. Assignor shall indemnify and hold Assignee, its
successors and assigns, harmless from and against any and all unpaid balances
owed by Assignor and arising and accruing prior to the date hereof with respect
to any and all of the Assigned Properties, and from and against any and all
damages, claims, costs (including reasonable attorney's fees), expenses and
causes of action which may arise and accrue from or under the Assigned
Properties or any of them and that are attributable to periods of time prior to
the date hereof, regardless of when same are discovered or asserted. Assignee
shall indemnify and hold Assignor harmless from and against any and all unpaid
balances owed by Assignee and arising and accruing on or after the date hereof
with respect to any and all of the Assigned Properties, and from and against any
and all damages, claims, costs (including reasonable attorney's fees), expenses
and causes of


                                       42

<PAGE>

action which may arise and accrue from or under the Assigned Properties or any
of them and that are attributable to periods of time on or after the date
hereof, regardless of when same are discovered or asserted.

             [The balance of this page is intentionally left blank]


                                       43

<PAGE>

     IN WITNESS WHEREOF, this Assignment is executed as of this ____ day of
_______________, 200_.

                                        ASSIGNOR:


                                        By:                                    ,
                                            -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                        ASSIGNEE:


                                        By:                                    ,
                                            -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                       44

<PAGE>

                                    EXHIBIT A
                                (to Bill of Sale)
                              Property Description


                                       45

<PAGE>

                                    EXHIBIT G

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is executed as
of ________________, 200_ by and between _____________________ ("Assignor"), and
_____________ ("Assignee").

                                   BACKGROUND

     Assignor has this day conveyed to the Assignee the property located in
___________________, and more particularly described in Exhibit A hereto (the
"Premises") and, in connection with the conveyance of the Premises, Assignor and
Assignee intend that Assignor's right, title, interests, powers, and privileges
in and under all leases and security deposits affecting the Premises and other
matters stated herein be assigned and transferred to Assignee.

                                    AGREEMENT

     In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1. LEASES. Assignor hereby transfers and assigns to Assignee all of
Assignor's right, title and interest as landlord or otherwise in the leases with
tenants covering spaces in the Premises listed in Exhibit B attached hereto and
made a part hereof and the guaranties of such leases (collectively, the
"Leases"). By executing this Assignment, Assignee hereby accepts and agrees to
perform all of the terms, covenants and conditions of the Leases on the part of
the landlord therein required to be performed, from and after the date hereof,
but not prior thereto. Assignor also hereby transfers and assigns to Assignee
all security deposits held by the Assignor relative to the Leases (the "Security
Deposits").

     2. CONTRACTS. Assignor hereby transfers and assigns to Assignee any and all
right, title and interest which Assignor may have in the contracts listed in
Exhibit C attached hereto and made a part hereof (collectively, the
"Contracts"). By executing this Assignment, Assignee hereby accepts and agrees
to perform all of the terms, covenants and conditions of the Contracts on the
part of Assignor therein required to be performed, from and after the date
hereof, but not prior thereto.

     3. MUTUAL INDEMNIFICATION. Assignor shall indemnify and hold Assignee
harmless from and against any and all damages, claims, liabilities, costs
(including reasonable attorney's fees), expenses and causes of action which may
arise and accrue from or under the Leases or Contracts and that are attributable
to periods of time prior to the date hereof, regardless of when same are
discovered or asserted. Assignee shall indemnify and hold Assignor harmless from
and against any and all damages, claims, liabilities, costs (including
reasonable attorney's fees), expenses and causes of action which may arise and
accrue from or under the Leases or Contracts or any of them and that are
attributable to periods of time on or after the date hereof, regardless of when
same are discovered or asserted.

     4. FURTHER ASSURANCES. Assignor and Assignee agree to take all further
actions and execute, acknowledge and deliver all further documents that are
reasonably necessary or useful in carrying out the purposes hereof.

     5. SUCCESSORS AND ASSIGNS. This Assignment shall inure to the benefit of,
and be binding upon, the successors, executors, administrators, legal
representatives and assigns of the parties hereto.


                                       46

<PAGE>

     IN WITNESS WHEREOF, this Assignment has been duly signed and sealed by the
parties as of the date set forth above.

                                        ASSIGNOR:

                                        ----------------------------------------


                                        By:                                    ,
                                            -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                        ASSIGNEE:

                                        ----------------------------------------


                                        By:                                    ,
                                            -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                       47

<PAGE>

                                    EXHIBIT A
                         (to Assignment and Assumption)

                              Property Description


                                       48

<PAGE>

                                    EXHIBIT B
                         (to Assignment and Assumption)


                                       49

<PAGE>

                                    EXHIBIT C

                         (to Assignment and Assumption)
                               Assigned Contracts


                                       50

<PAGE>

                                    EXHIBIT H

                       UPDATED REPRESENTATION CERTIFICATE

     The undersigned, as Seller under a Real Estate Purchase and Sale Agreement
("Purchase Agreement") dated as of _________________, 200__ between
______________________ ("Seller") and _____________________ ("Purchaser"), does
hereby certify to Purchaser that the representations and warranties set forth in
Section 7.3 of the Purchase Agreement are hereby reaffirmed as of the date
hereof.

     Seller's liability hereunder shall be subject to the limitations set forth
in the Purchase Agreement.

     Dated as of this ____ day of ____________, 200__.

                                        SELLER

                                        [                                      ]
                                         --------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       51

<PAGE>

                                    EXHIBIT I

                                LIST OF CONTRACTS

None.


                                       52

<PAGE>

                                    EXHIBIT J

                             (INTENTIONALLY OMITTED)


                                       53

<PAGE>

                                    EXHIBIT K

                               LIST OF WARRANTIES

None.


                                       54