PURCHASE
      AND SALE AGREEMENT

    


    by

    


    and

    


    between

    


    OAKVIEW
      PLAZA NORTH, LLC, a Nebraska limited liability company, and FRANK R.


    KREJCI
      and VERA JANE KREJCI, husband and wife, and

    GEORGE
      W.
      VENTEICHER and SUSAN J. VENTEICHER,

    husband
      and wife

    


    "Seller"

    


    and

    


    LIGHTSTONE
      VALUE PLUS REIT, LP,

    a
      New
      Jersey limited partnership

    


    "Purchaser"

    


    Dated
      as
      of

    September
      20, 2006

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PURCHASE
      AND SALE AGREEMENT

    


    INDEX

    


    
      	
              SECTION

            	 	
              PAGE

            
	 	 	 	 	 
	
              1.

            	 	
              IDENTIFICATION
                OF PARTIES

            	 	
              1

            
	
              2.

            	 	
              DESCRIPTION
                OF THE PROPERTY

            	 	
              2

            
	
              3.

            	 	
              THE
                PURCHASE PRICE

            	 	
              3

            
	
              4.

            	 	
              TITLE

            	 	
              4

            
	
              5.

            	 	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER

            	 	
              5

            
	
              6.

            	 	
              REPRESENTATIONS
                AND WARRANTIES OF PURCHASER

            	 	
              10

            
	
              7.

            	 	
              SELLER'S
                DELIVERIES

            	 	
              10

            
	
              8.

            	 	
              CONDITIONS
                PRECEDENT TO CLOSING

            	 	
              17

            
	
              9.

            	 	
              COVENANTS
                OF SELLER

            	 	
              18

            
	
              10.

            	 	
              SELLER'S
                CLOSING DOCUMENTS

            	 	
              23

            
	
              11.

            	 	
              PURCHASER'S
                CLOSING DOCUMENTS

            	 	
              26

            
	
              12.

            	 	
              PRORATIONS
                AND ADJUSTMENTS

            	 	
              27

            
	
              13.

            	 	
              CLOSING

            	 	
              31

            
	
              14.

            	 	
              CLOSING
                COSTS

            	 	
              31

            
	
              15.

            	 	
              LOSS
                BY FIRE, OTHER CASUALTY OR CONDEMNATION

            	 	
              32

            
	
              16.

            	 	
              DEFAULT

            	 	
              34

            
	
              17.

            	 	
              INDEMNIFICATION

            	 	
              35

            
	
              18.

            	 	
              BROKERS

            	 	
              36

            
	
              19.

            	 	
              MISCELLANEOUS

            	 	
              37

            


    

    


    SIGNATURE
      PAGE

    


    EXHIBITS

    


    
      	
              EXHIBIT
                A

            	 	
              -

            	 	
              Legal
                Description of the Land

            
	
              EXHIBIT
                B

            	 	
              -

            	 	
              Rent
                Roll

            
	
              EXHIBIT
                C

            	 	
              -

            	 	
              List
                of Personal Property

            
	
              EXHIBIT
                D

            	 	
              -

            	 	
              List
                of Intangible Personal Property

            
	
              EXHIBIT
                E

            	 	
              -

            	 	
              Form
                of Escrow Agreement

            
	
              EXHIBIT
                F

            	 	
              -

            	 	
              Schedule
                of Commissions and Tenant Improvements

            
	
              EXHIBIT
                G

            	 	
              -

            	 	
              Schedule
                of Contracts

            
	
              EXHIBIT
                H

            	 	
              -

            	 	
              Schedule
                of Litigation and Disclosure Items

            
	
              EXHIBIT
                I

            	 	
              -

            	 	
              Form
                of Certification of Non Foreign Status

            
	
              EXHIBIT
                J

            	 	
              -

            	 	
              Form
                of Certificate Regarding Representations and Warranties

            
	
              EXHIBIT
                K

            	 	
              -

            	 	
              Form
                of Bill of Sale

            
	
              EXHIBIT
                L

            	 	
              -

            	 	
              Form
                of Contract Assignment

            
	
              EXHIBIT
                M

            	 	
              -

            	 	
              Form
                of Lease Assignment

            
	
              EXHIBIT
                N

            	 	
              -

            	 	
              Form
                of Notice to Tenants

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PURCHASE
      AND SALE AGREEMENT

    


    1. IDENTIFICATION
      OF PARTIES

     

    THIS
      PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of September
      20, 2006, between OAKVIEW PLAZA NORTH, LLC, a Nebraska limited liability
      company, FRANK R. KREJCI and VERA JANE KREJCI, husband and wife, and GEORGE
      W.
      VENTEICHER and SUSAN J. VENTEICHER, husband and wife (the "Seller") and
      LIGHTSTONE VALUE PLUS REIT, LP, a New Jersey limited partnership
      ("Purchaser").

    


    RECITALS:

     

    A. Seller
      owns that certain real property located in Omaha, Nebraska (the “State”),
      consisting of approximately 21.63 acres of land, commonly known as Oakview
      Plaza
      North and a portion of Oakview Plaza South more particularly described on
Exhibit
      A
      attached
      hereto and incorporated herein by this reference (the "Land"), together with
      the
      retail buildings located thereon, containing approximately 177,303 square feet
      of leasable space, and all other improvements located thereon (the
      "Improvements").

     

    B. Seller
      desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
      all
      of Seller's right, title and interest in and to the Property (hereinafter
      defined) for the price and on the terms and conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE, in consideration of the foregoing, the covenants and agreements
      hereinafter set forth, and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto hereby
      agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. DESCRIPTION
      OF THE PROPERTY

     

    Seller
      hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to
      purchase from Seller all of Seller's right, title and interest in and to the
      following:

     

    (a) The
      Land,
      together with the Improvements;

     

    (b) All
      of
      Seller's interest as lessor in all leases covering the Land and the Improvements
      (said leases, together with any and all amendments, modifications or supplements
      thereto, are hereinafter referred to collectively as the "Leases" and are
      identified in the Rent Roll (hereinafter defined) attached hereto as
Exhibit
      B);

     

    (c) All
      rights, privileges, easements and appurtenances appertaining to the Land and
      the
      Improvements including, without limitation, all easements, rights-of-way and
      other appurtenances used or connected with the beneficial use or enjoyment
      of
      the Land and the Improvements. The Land, the Improvements, and all such rights,
      privileges, easements and appurtenances (including, without limitation, Seller's
      interest as lessor under the Leases) are sometimes hereinafter collectively
      referred to as the "Real Property";

     

    (d) All
      personal property, equipment, supplies and fixtures (collectively, the "Personal
      Property") owned by Seller and used in the operation of the Real Property
      including, without limitation, all property described in Exhibit
      C
      attached
      hereto; and

     

    (e) All
      intangible property used in connection with the foregoing including, without
      limitation, all trademarks, trade names (including, without limitation, all
      rights of Seller to the use of the name Oakview Plaza North and South), and
      the
      contract rights, licenses (to the extent transferable), permits (to the extent
      transferable) and warranties (to the extent transferable), more particularly
      described in Exhibit
      D)
      attached hereto (the "Intangible Personal Property"). The Real Property, the
      Personal Property and the Intangible Personal Property are sometimes hereinafter
      collectively referred to as the "Property".

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    3. THE
      PURCHASE PRICE

     

    The
      purchase price for the Property is Thirty Three Million Two Hundred Fifty
      Thousand and No/100 Dollars ($33,250,000.00) (the "Purchase Price") and shall
      be
      paid to Seller by Purchaser paying the Purchase Price by wire transfer of
      immediately available funds at or prior to the Closing, net of all prorations
      and adjustments as provided herein.

     

    Within
      48
      hours of receipt by Madison Title, LLC (the “Escrow Agent”) of a fully executed
      copy of this Agreement, Purchaser shall deliver to the Escrow Agent, by wire
      transfer in the amount of $500,000 (the "Initial Deposit"), which Escrow Agent
      shall hold and disburse in accordance with the terms and provisions of this
      Agreement and the written escrow agreement attached hereto as Exhibit
      E
      (the
“Escrow Agreement”). The date the Escrow Agent receives the Initial Deposit
      shall be the Effective Date. If Purchaser has not terminated this Agreement
      on
      or prior to the expiration of the Due Diligence Period (hereinafter defined),
      Purchaser shall deposit with Escrow Agent within one (1) business day after
      the
      expiration or waiver of the Due Diligence Period an additional amount of
      $250,000 (the “Additional Deposit” and together with the Initial Deposit
      collectively, the “Deposit”). For purposes of this Agreement, the term Deposit
      shall include interest earned thereon, if any. Escrow Agent shall pay the
      Deposit to Seller at Closing and the Deposit shall be applied as a credit to
      the
      Purchase Price and shall otherwise be held and disbursed in accordance with
      the
      terms of this Agreement and the Escrow Agreement. If either Purchaser or Seller
      is entitled under this Agreement to the payment of the Deposit, or any portion
      thereof, and requests Escrow Agent to make such payment (whether to itself
      or
      the other party), the other party agrees to provide notice to Escrow Agent
      authorizing such payment, unless such other party disagrees with such request
      in
      which event the provisions of the Escrow Agreement shall control.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    4. TITLE

     

    (a) As
      soon
      as possible following the execution of this Agreement, Seller shall order a
      title commitment on the Real Property (the "Commitment"), together with legible
      copies of all documents relating to the title exceptions referred to in the
      Commitment.

     

    (b) As
      soon
      as possible following the execution of this Agreement, Purchaser shall order,
      at
      its own expense, an updated survey of the Real Property sufficient to enable
      the
      title company to issue an ALTA owner's policy of title insurance (the "Survey").
      The Survey shall be certified as true and correct by the surveyor for the
      benefit of Purchaser and title company.

     

    By
      the
      end of the Due Diligence Period, Purchaser shall notify (the “Title Notice”)
      Seller of any title exceptions or survey matters which adversely affect
      Purchaser's use, or the marketability of title to, the Real Property
      ("Disapproved Matters"). All other title exceptions set forth in the Commitment
      shall constitute the "Permitted Encumbrances". As a condition to the Closing,
      Seller shall use its reasonable efforts to remove, or cause to be removed,
      all
      Disapproved Matters or, in the alternative, obtain title insurance in a form
      satisfactory to Purchaser insuring against the effect of such Disapproved
      Matters. Notwithstanding the foregoing, Seller shall be obligated to remove
      all
      monetary encumbrances. Within five (5) days of receipt of the Title Notice,
      Seller shall notify Purchaser in writing of any Disapproved Matters which Seller
      is unable to cause to be removed or satisfactorily insured against and Purchaser
      shall then, within five (5) days thereafter, elect, by giving written notice
      to
      Seller, (i) to terminate this Agreement and have the Deposit returned to it,
      or
      (ii) to waive its disapproval of such exceptions or survey matters (such
      exceptions or survey matters shall then be deemed to be "Permitted
      Encumbrances"). Failure by the Purchaser to give the Seller said notice shall
      constitute a waiver by Purchaser of its rights to terminate this Agreement
      for
      title or survey objections and an acceptance of the Disapproved
      Matters.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    5. REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      hereby represents and warrants to Purchaser that the following matters are
      true
      and correct as of the execution of this Agreement and will also be true and
      correct as of the Closing:

     

    (a) OAKVIEW
      PLAZA NORTH, LLC, is a limited liability company duly organized, validly
      existing and in good standing under the laws of the State of Nebraska. This
      Agreement has been, and all the documents executed by Seller which are to be
      delivered to Purchaser at the Closing will be, duly authorized, executed and
      delivered by Seller and will be legal, valid and binding obligations of Seller
      enforceable against Seller in accordance with their respective terms (except
      to
      the extent that such enforcement may be limited by applicable bankruptcy,
      insolvency, moratorium and other principles relating to or limiting the right
      of
      contracting parties generally), will be sufficient to convey title (if they
      purport to do so), and will not violate any provisions of any agreement to
      which
      Seller is a party or to which the Property or Seller is subject. No consent,
      waiver or approval by any third party is required in connection with the
      execution and delivery by Seller of this Agreement or the performance by Seller
      of the obligations to be performed by Seller under this Agreement.

     

    (b) To
      the
      best of Seller's knowledge, there are no material physical, structural, or
      mechanical defects in the Improvements, including, without limitation, the
      plumbing, heating, air conditioning and electrical systems and, to the best
      of
      Seller's knowledge, all such items are in good operating condition and repair,
      reasonable wear and tear excepted.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    (c) To
      the
      best of Seller's knowledge, the use and operation of the Improvements and the
      Personal Property are in compliance with applicable building codes,
      environmental, zoning, subdivision, and land use laws, and other local, state
      and federal laws and regulations. Seller has received no notice from any
      governmental authority advising of a violation of any such laws or
      regulations.

     

    (d) (i)
      To
      the best of Seller’s knowledge, the plans and specifications, certificate(s) of
      occupancy, warranties, and all other contracts or documents required to be
      delivered to Purchaser pursuant to this Agreement, are true, correct and
      complete copies, (ii) the certificate(s) of occupancy and warranties are in
      full
      force and effect, and (iii) all contracts or documents required to be delivered
      to Purchaser pursuant to this Agreement are in full force and effect, without
      material default by any party and without any right of set-off except as
      disclosed in writing at the time of such delivery. Seller specifically affirms
      that the operating statements, income and expense reports are true, correct
      and
      complete copies. 

     

    (e) The
      Rent
      Roll attached hereto as Exhibit
      B
      is true,
      correct and complete. As of the Closing, the Rent Roll delivered at the Closing
      will be true, correct and complete. The copies of the Leases delivered to
      Purchaser are true, correct and complete copies and are in full force and
      effect, without default by any party and without any right of setoff, except
      as
      expressly provided by the terms of such Leases or as disclosed to Purchaser
      in
      writing at the time of delivery. The copies of the Leases and other agreements
      with the tenants under the Leases (the "Tenants") delivered to Purchaser
      pursuant to this Agreement constitute the entire agreements with such Tenants
      relating to the Real Property, have not been amended, modified or supplemented,
      except for such amendments, modifications and supplements delivered to
      Purchaser, and there are no other leases or tenancy agreements affecting the
      Real Property.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (f) There
      are
      no brokerage leasing fees or commissions or other compensation due with respect
      to the existing leases (“Leasing Commissions”) except as specified in
Exhibit
      F
      attached
      hereto. 

     

    (g) Exhibit
      G
      attached
      hereto is a true and complete schedule of all of the Contracts (as hereinafter
      defined in Section
      7),
      true,
      complete and correct copies of which will have been delivered to Purchaser
      for
      Purchaser's approval within ten (10) days hereof. To the best of Seller's
      knowledge, the Contracts are in full force and effect, without default by any
      party and without any claims made for the right of setoff, except as expressly
      provided by the terms of such Contracts or as disclosed to Purchaser in writing
      at the time of such delivery. The Contracts constitute the entire agreements
      with such vendors relating to the Property, have not been amended, modified
      or
      supplemented, except for such amendments, modifications and supplements
      delivered to Purchaser, and there are no other agreements with any third parties
      (excluding, however, the Leases and Permitted Encumbrances) affecting the
      Property which will survive the Closing.

     

    (h) To
      the
      best of Seller's knowledge, and except as disclosed to Purchaser in writing,
      there are no condemnation, environmental, zoning or other land-use regulation
      proceedings, either instituted or threatened to be instituted, which would
      detrimentally affect the value of the Real Property or the use and operation
      of
      the Real Property for its intended purpose, and there are no assessments
      affecting the Real Property other than as set forth in the Commitment or as
      disclosed in Exhibit
      H
      attached
      hereto.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (i) Seller
      has received no notice advising that (i) any utility required by law for the
      present use and operation of the Property has not been installed across public
      property or valid easements to the boundary lines of the Real Property, or
      is
      not connected pursuant to valid permits, or (ii) such facilities are inadequate
      to service the Property or are not in good operating condition.

     

    (j) To
      the
      best of Seller's knowledge, Seller has obtained all licenses, permits,
      easements, and rights-of-way, including proof of dedication, required from
      all
      governmental authorities having jurisdiction over the Real Property or from
      private parties for the present use and operation of the Real Property and
      to
      assure vehicular and pedestrian ingress to and egress from the Real Property
      at
      all access points currently being used.

     

    (k) At
      the
      Closing, there will be no outstanding contracts made by Seller for the
      construction or repair of any improvements to the Improvements which have not
      been fully paid for and Seller shall cause to be discharged all construction
      liens arising from any labor or materials furnished to the Improvements prior
      to
      the Closing.

     

    (l) To
      the
      best of Seller's knowledge, the Real Property is free from infestation by
      rodents, termites or other insects or animals.

     

    (m) Seller
      does not use, treat, store or dispose of, and, to the best of Seller's
      knowledge, Seller has not permitted anyone else to use, treat, store or dispose
      of, whether temporarily or permanently, any hazardous or toxic materials
      ("Hazardous Materials") at, on or beneath the Real Property in violation of
      any
      federal, state or local law, regulation or ordinance. Seller has no knowledge
      of
      the presence, use, treatment, storage, release or disposal of any Hazardous
      Materials at, on or beneath the Real Property which has created or might create
      any liability of owners or occupants of the Real Property under any federal,
      state or local law or regulation or which would require reporting to a
      governmental agency. Except as disclosed in writing to Purchaser, no asbestos
      or
      PCBs are contained in or stored on the Real Property. To the best of Seller's
      knowledge, there are no storage tanks located in, on or under the Real
      Property.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (n) Seller
      has not received any notice from any insurance carrier or any of the Tenants
      of
      any defects or inadequacies in the Property, or in any portion thereof, which
      would adversely affect the insurability thereof or the cost of such insurance.
      Except as delivered to Purchaser, there are no pending insurance
      claims.

     

    (o) Except
      as
      set forth in Exhibit
      H
      attached
      hereto, there are no pending or, to the best of Seller's knowledge, threatened
      legal proceedings or actions of any kind or character affecting the Property
      or
      Seller's interest therein. Except as delivered to Purchaser, there are no
      litigation documents relating to any of the matters set forth in Exhibit
      H.

     

    (p) Seller
      is
      not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal
      Revenue Code of 1986, as amended (the "Code"), and Seller will furnish to
      Purchaser, prior to the Closing, an affidavit in the form attached hereto as
      Exhibit
      I
      (the
“FIRPTA Affidavit”).

     

    The
      representations and warranties made in this Agreement by Seller shall be
      continuing and shall be deemed remade by Seller as of the Closing with the
      same
      force and effect as if in fact made at that time. All representations and
      warranties made in this Agreement shall not merge into any instrument or
      conveyance delivered at the Closing but shall survive the Closing for a period
      of six (6) months.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    6. REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby represents and warrants to Seller that this Agreement has been, and
      all
      the documents to be delivered by Purchaser to Seller at the Closing will be,
      duly authorized, executed and delivered by Purchaser, are, and in the case
      of
      the documents to be delivered will be, legal and binding obligations of
      Purchaser, are, and in the case of the documents to be delivered will be,
      enforceable in accordance with their respective terms (except to the extent
      that
      such enforcement may be limited by applicable bankruptcy, insolvency, moratorium
      and other principles relating to or limiting the rights of contracting parties
      generally), and do not, and will not at the Closing, violate any provisions
      of
      any agreement to which Purchaser is a party.

     

    7. SELLER'S
      DELIVERIES

     

    (a) Seller
      has delivered, or will deliver to Purchaser no later than five (5) days after
      the Effective Date, the following documents:

     

    (i) A
      current
      rent roll pertaining to the Real Property (the "Rent Roll") setting forth in
      respect of each Tenant space: the name of the Tenant occupying such space,
      the
      security deposit or other deposit paid by the Tenant, the number of square
      feet
      comprising such space, the term of the Lease for such space, the commencement
      date for the term of the Lease for such space, the annual rental rate per square
      foot for such space, the other charges payable by such Tenant (including charges
      for real estate taxes, operating expenses and similar items), the expiration
      date of the term of such Lease, whether such Tenant is entitled to and the
      number of years of any option to renew or lease additional space, whether any
      rents or other charges are in arrears or prepaid and the period to which
      arrearages or prepayments relate and the date of such Lease and all amendments
      thereof.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (ii) A
      statement of insurance coverage and premiums by policy type and copies of
      insurance policies for the fire, extended coverage and public liability
      insurance maintained by or for the benefit of Seller (the "Existing Insurance
      Policies"); provided that Seller need not deliver such Policies to the extent
      coverage is provided by Seller's blanket policies.

     

    (iii) A
      copy of
      all income and expense statements, year end financial and monthly operating
      statements for the Property (the "Operating Statements") for the three (3)
      most
      recent full calendar years prior to the Closing and, to the extent available,
      the current year, and copies of operating budgets for the current fiscal
      year.

     

    (iv) A
      copy of
      plans and specifications of the Improvements and any other plans and
      specifications relating to the Real Property in the possession or control of
      Seller.

     

    (v) Copies
      of
      any inspection, soils, engineering, environmental or architectural notices,
      plans, diagrams, studies or reports in the possession or control of Seller
      which
      relate to the physical condition or operation of the Real Property or the
      Personal Property or recommended improvements thereto.

     

    (vi) A
      copy of
      the bill or bills issued for the most recent year for which bills have been
      issued for all real estate taxes (including assessed value) and personal
      property taxes, and a copy of any and all notices in the possession or control
      of Seller pertaining to real estate taxes or assessments applicable to the
      Real
      Property or the Personal Property (the "Tax Bills").

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (vii) A
      copy of
      all outstanding management, leasing, maintenance, repair, service, pest control
      and supply contracts (including, without limitation, janitorial, scavenger
      and
      landscaping agreements), equipment rental agreements, all contracts for repair
      or capital replacement to be performed at the Real Property, all contracts
      in
      Seller's possession or control for repair or capital replacement covering work
      performed at the Real Property during the three (3) years immediately preceding
      the date hereof if the contract price was in excess of $10,000, and any other
      contracts relating to or affecting the Property (other than Leases) which will
      be binding upon the Property or Purchaser subsequent to the Closing, all as
      amended (collectively, the "Contracts").

     

    (viii) A
      copy of
      all Leases and any other agreements which are in effect thereto with the Tenants
      of the Real Property, all as amended, together with any financial statements
      of
      such Tenants to the extent such disclosure is not restricted by any applicable
      confidential agreement and to the extent such financial statements are in the
      possession or control of Seller.

     

    (ix) Copies
      of
      all certificate(s) of occupancy, licenses, permits, authorizations and approvals
      in the possession or control of Seller which were obtained by Seller with
      respect to the Property, or any portion thereof, occupancy thereof or any
      present use thereof, including, without limitation, such permits as are
      necessary for the present operation of the Property with full use of all
      Improvements located thereon (the "Governmental Approvals").

     

    (x) A
      copy of
      all guarantees and warranties relating to the Property in the possession or
      control of Seller.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (xi) Copies
      of
      pending insurance claims or litigation documents relating to the
      Property.

     

    (xii) Any
      other
      documents and information in the possession or control of Seller reasonably
      requested by Purchaser and used or useful in connection with Seller's ownership
      or operation of the Property.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, in the event that Seller,
      despite its good-faith efforts, shall be unable to fully perform its obligations
      to deliver all of the documents and information as required under this
Section
      7,
      then
      Purchaser's sole remedy shall be the right to elect, by giving written notice
      to
      Seller, either (i) to terminate this Agreement and have the Deposit returned
      to
      it or (ii) to waive such failure to provide such documents and information
      and
      to consummate the transaction contemplated hereby with no adjustment in the
      Purchase Price. If Purchaser elects to terminate this Agreement, any money
      or
      documents shall be returned to the party depositing the same, and thereafter
      this Agreement shall become null and void with no further obligation on the
      part
      of either party.

     

    At
      an
      appropriate time prior to the thirty (30) days after the Effective Date (the
      “Due Diligence Period”) and with prior reasonable notification to Seller,
      Purchaser, its agents and representatives shall be entitled: (i) to enter
      onto the Real Property during normal business hours to perform inspections
      and
      tests of the Real Property or the Personal Property, including all leased areas
      (subject to the rights of the Tenants) and structural and mechanical systems
      within the Improvements; (ii) to examine and copy any and all books and records
      maintained by Seller or its agents relating to receipts and expenditures
      pertaining to the Property since construction; (iii) subject to the terms of
      the
      Leases, to interview the Tenants during normal business hours; (iv) to
      examine for the presence or absence of hazardous or toxic materials, substances
      or wastes (collectively, “Hazardous Materials”); and (v) to review the
      documentation described in this subsection (a). Prior to entering upon the
      Land
      to make inspections, Purchaser shall provide and shall cause each third party
      making inspections to provide, to Seller liability insurance in the amount
      of
      $2,000,000. After making such tests and inspections, Purchaser agrees to
      promptly restore the Real Property and the Personal Property to their condition
      prior to such tests and inspections. Purchaser agrees to indemnify and hold
      harmless Seller from all loss, cost and expense (including reasonable attorneys’
fees) incurred, suffered by, or claimed against Seller by reason of any actual
      damage to the Real Property or the Personal Property or injury to persons caused
      by Purchaser and/or its agents, employees or contractors in exercising its
      rights under clauses (i) or (ii) above. The indemnification and hold harmless
      provisions of this Section
      7
      shall
      survive any termination of this Agreement. All such investigations and
      inspections shall be done in such a way as to minimize disruption of tenants’
business operations and interference with tenants generally.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that all aspects of the Property are not acceptable to Purchaser in its
      sole discretion, Purchaser shall give written notice thereof to Seller and
      Escrow Agent prior to the expiration of the Due Diligence Period, the Initial
      Deposit shall be returned to Purchaser and this Agreement shall terminate and
      both Seller and Purchaser shall thereafter be relieved from any and all
      liability under this Agreement except for the Purchaser’s indemnification
      obligations under the preceding paragraph.

     

    Failure
      of the Purchaser to give the Seller a letter objecting to any of the
      documentation described in subsection (a) of this Section
      7
      within
      the Due Diligence Period shall constitute a waiver by Purchaser of its right
      to
      terminate this Agreement because of the unacceptability of these
      items.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    Purchaser
      shall give Seller written notice of those Contracts Purchaser desires Seller
      to
      terminate prior to Closing and Seller shall arrange to terminate those Contracts
      designated by Purchaser as of the Closing.

     

    (b) PURCHASER
      SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN
      SECTION
      5,
      SELLER
      IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL
      FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR
      WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS,
      OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, WITHOUT
      LIMITATION: (i) the quality, nature, adequacy and physical condition of the
      Property, including, but not limited to, the structural elements, foundation,
      roof, appurtenances, access, landscaping, parking facilities and the electrical,
      mechanical, HVAC, plumbing, sewage, and utility systems, facilities and
      appliances, (ii) the quality, nature, adequacy, and physical condition of
      soils, geology and any groundwater, (iii) the existence, quality, nature,
      adequacy and physical condition of utilities serving the Property, (iv) the
      development potential of the Property, and the Property’s use, habitability,
      merchantability, or fitness, suitability, value or adequacy of the Property
      for
      any particular purpose, (v) the zoning or other legal status of the
      Property or any other public or private restrictions on use of the Property,
      (vi) the compliance of the Property or its operation with any applicable
      codes, laws, regulations, statutes, ordinances, covenants, conditions and
      restrictions of any governmental or quasi-governmental entity or of any other
      person or entity, (vii) the presence of Hazardous Materials on, under or
      about the Property or the adjoining or neighboring property, (viii) the
      quality of any labor and materials used in any improvements on the Real
      Property, (ix) the condition of title to the Property, (x) the Leases
      or Contracts, (xi) the economics of the operation of the Property and
      (xii) the accuracy of any third party reports delivered to the
      Purchaser.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (c) Without
      limiting the above, except with respect to a breach by Seller of any of the
      representations and warranties contained in Section
      5.1
      hereof
      or Seller’s obligations hereunder, or Seller’s fraud, Purchaser on behalf of
      itself and its successors and assigns waives its right to recover from, and
      forever releases and discharges, Seller, Seller’s affiliates, Seller’s
      investment manager, the partners, trustees, shareholders, directors, officers,
      employees and agents of each of them, and their respective heirs, successors,
      personal representatives and assigns, from any and all demands, claims, legal
      or
      administrative proceedings, losses, liabilities, damages, penalties, fines,
      liens, judgments, costs or expenses whatsoever (including, without limitation,
      attorneys’ fees and costs), whether direct or indirect, known or unknown,
      foreseen or unforeseen, that may arise on account of or in any way be connected
      with the physical condition of the Property or any law or regulation applicable
      thereto, including, without limitation, the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended (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 Clean Water Act
      (33 U.S.C. Section 1251 et seq.), the Safe Drinking Water Act
      (42 U.S.C. Section 300f et seq.), the Hazardous Materials
      Transportation Act (49 U.S.C. Section 1801 et seq.), and the
      Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.).


     

    (d) The
      provisions of this Section
      7
      shall
      survive the Closing.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    8. CONDITIONS
      PRECEDENT TO CLOSING

     

    The
      following shall be conditions precedent to Purchaser's obligation to consummate
      the purchase and sale transaction contemplated herein ("Purchaser's Conditions
      Precedent"):

     

    (a) (i)
       Purchaser
      shall have received and approved, at or prior to the Closing, executed estoppel
      certificates substantially in the form provided by Purchaser’s lender from all
      of the Major Tenants (hereinafter defined) and from Tenants comprising 85%
      of
      the economic rent.

     

    (ii) Purchaser
      shall have received and approved, at or prior to the Closing, executed
      subordination, non-disturbance and attornment agreements (“SNDAs”) substantially
      in the form provided to Seller during the Due Diligence Period from tenants
      designated by the Purchaser’s lender.

     

    (b) Title
      shall have been approved by Purchaser under Section
      4
      with the
      title company standing ready to issue an owners policy of title insurance in
      the
      form customarily delivered in Nebraska insuring Purchaser's interest in the
      Land
      and Improvements, dated the day of the Closing, with liability in the amount
      of
      the Purchase Price, subject only to the Permitted Encumbrances, together with
      such endorsements as Purchaser reasonably may require (the "Title
      Policy").

     

    (c) Seller
      shall have executed and delivered to Purchaser a certificate (the “Certificate”)
      attached hereto as Exhibit
      J
      updating
      the representations and warranties of Seller through Closing, which Certificate
      Seller covenants to deliver unless new matters or knowledge of a defect arises,
      in which case Seller shall deliver a Certificate stating such matter. Purchaser
      may then (i) waive such matter and consummate the transaction contemplated
      hereby or (ii) terminate this Agreement, in which case neither party shall
      have
      any further obligations or liabilities hereunder and any money or documents
      shall be returned to the party depositing the same.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (d) No
      Major
      Tenant shall be in default under its Lease, shall be involved as a debtor in
      a
      bankruptcy proceeding, shall have given notice that it is going dark or shall
      have gone dark, or shall have reduced its space or shall have given notice
      that
      it is reducing its space. Each of the following tenants is a Major Tenant:
      Dick’s Sporting Goods, Petsmart, Babies R Us, Famous Footwear, Beauty Brands and
      Old Navy.

     

    (e) There
      shall be no Hazardous Materials at the Property that were not present at the
      end
      of the Due Diligence Period.

     

    In
      the
      event that any Purchaser’s Condition Precedent is not satisfied, Purchaser shall
      give written notice thereof to the Seller and Escrow Agent, the Deposit shall
      be
      returned to the Purchaser and this Agreement shall terminate and both Seller
      and
      Purchaser shall thereafter be relieved from any and all liability under this
      Agreement except for the indemnification and hold harmless provisions contained
      in Section
      7.

     

    9. COVENANTS
      OF SELLER

     

    Seller
      hereby covenants with Purchaser, as follows:

     

    (a) Prior
      to
      the expiration of the Due Diligence Period, Seller shall neither execute any
      new
      Lease, nor terminate, renew, amend or modify any existing Lease without giving
      Purchaser written notice of the action being taken. After the expiration of
      the
      Due Diligence Period and prior to the Closing, Seller shall neither execute
      any
      new Lease, nor terminate, renew, amend or modify any existing Lease, without
      Purchaser's prior written consent, which consent shall be granted or withheld
      in
      Purchaser's good-faith, non-arbitrary business judgment. If Purchaser has not
      notified Seller within three (3) business days of receipt of a request for
      approval of its decision, Purchaser shall be deemed to have approved the matter.
      Subject to the foregoing, Seller shall diligently seek tenants for all space
      which is or will become vacant prior to the end of the month following the
      Closing. Prior to the Closing, Seller shall not accept from any Tenant payment
      of rent or other charges more than one month in advance or apply any security
      deposit to rent due from any Tenant, unless Seller shall first have obtained
      Purchaser's prior written consent. At the Closing, the security deposit provided
      for under each of the Leases shall be credited to Purchaser and no Tenant or
      any
      other party shall have any claim (other than for customary refund at the
      expiration of a Lease) to all or any part of any security deposit. Purchaser
      acknowledges that Seller is in the process of negotiating a letter of intent
      with The Avenue (the “Avenue Lease”) for 4,886 square feet at an initial base
      rent of $18.83 per square foot, triple net. Seller shall pay for all tenant
      improvements and leasing commissions associated with the Avenue Lease. The
      terms
      of the Avenue Lease shall be subject to Purchaser’s approval. Purchaser
      understands that Seller is negotiating a letter of intent with Ulta for 9,900
      square feet (the “Ulta Lease”). Purchaser shall be responsible for all tenant
      improvements and leasing commissions associated with the Ulta Lease. The terms
      of the Ulta Lease shall be subject to Purchaser’s approval.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (b) Prior
      to
      the expiration of the Due Diligence Period, Seller shall not enter into any
      Contract with respect to the Property without giving Purchaser written notice
      of
      its execution. After the expiration of the Due Diligence Period and prior to
      the
      Closing, Seller shall not enter into any Contract with respect to the Property
      which will survive the Closing or will otherwise affect the use, operation
      or
      enjoyment of the Property after the Closing, unless Seller first shall have
      obtained Purchaser's prior written consent. If Purchaser has not notified Seller
      within three (3) business days of receipt of a request for approval of its
      decision, Purchaser shall be deemed to have approved the matter.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (c) The
      Existing Insurance Policies, or equivalent coverage, shall remain continuously
      in force through the day of the Closing.

     

    (d) At
      all
      times prior to the Closing, Seller shall (i) operate and manage the Property
      in
      the same manner it presently operates and manages the Property, (ii) maintain
      present services, (iii) maintain the Property in good repair and working order,
      reasonable wear and tear excepted, and not make any material alterations or
      changes to the Improvements, (iv) keep on hand sufficient materials,
      supplies, equipment and other personal property for the efficient operation
      and
      management of the Property in a first class manner, and (v) perform when due
      all
      of Seller's material obligations under the Leases, the instruments securing
      any
      mortgage lien on the Property, Contracts, Governmental Approvals and other
      agreements relating to the Property and otherwise in accordance with applicable
      laws, ordinances, rules and regulations affecting the Property. After full
      execution of this Contract and until the Closing, Seller shall maintain all
      existing personnel on the Property in their current employment positions at
      their current rates of compensation. In the event of the Closing of the purchase
      of the Property, Purchaser shall not retain the existing employees and
      management agents of Seller for the Property, and, accordingly, on the Closing,
      Seller shall (i) cause all employment and management agreements respecting
      the
      Property to be terminated, and deliver evidence of such termination to
      Purchaser, and (iii) remove all employees and management personnel from the
      Property. Except for the obligation of Seller to use its reasonable efforts
      to
      fully enforce the material obligations of Tenants under the Leases, nothing
      contained in this Section
      9(d)
      shall be
      deemed or construed as imposing any obligations of such Tenants onto Seller.
      Seller shall take steps to terminate, as of the day of the Closing, those of
      the
      Contracts designated in writing by Purchaser (no less than ten (10) days prior
      to Closing) which may by their terms be so terminated. None of the Personal
      Property shall be removed from the Real Property, unless replaced by Personal
      Property of equal or greater utility and value unless such Personal Property
      has
      no value.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (e) Seller
      shall pay in full, prior to the Closing, all bills and invoices for labor,
      goods, utility charges, material and services of any kind relating to the
      Property.

     

    (f) Seller
      agrees to pay all Leasing Commissions at or prior to Closing except for Leasing
      Commissions with respect to new Leases (excluding the Avenue Lease), lease
      renewals, or exercises of expansion options, entered into after the date of
      this
      Agreement which shall be Purchaser’s obligation if the Closing occurs, except
      that if the new tenant is in occupancy prior to Closing, the Leasing Commission
      shall be prorated over the term of the lease. Except as disclosed in
Exhibit
      F,
      all
      alterations, installations, decorations, other tenant improvements work required
      to be performed and all tenant improvement allowances which lessor under the
      Leases is obligated to pay to Tenants (collectively, the “Tenant Improvements”)
      prior to the Closing under the Leases or other agreements affecting the
      Property, have been, or by the Closing will be, completed and are, or by the
      Closing will be, paid in full. At the Closing, Purchaser shall receive a credit
      against the Purchase Price for the aggregate amount of all alterations,
      installations, decorations and other tenant improvement work required to be
      performed by lessor after the Closing under the Leases or other agreements
      affecting the Property as of the Closing Date, and all tenant improvement
      allowances which lessor is obligated to pay to Tenants after the Closing under
      the Leases or other agreements affecting the Property as of the Closing Date.
      Purchaser shall be obligated to pay for all Tenant Improvements with respect
      to
      new Leases (excluding the Avenue Lease) and expansions or renewals of existing
      Leases except that if the new tenant is in occupancy prior to Closing the Tenant
      Improvement costs shall be prorated over the term of the Lease.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (g) After
      the
      date hereof and prior to the Closing, other than as set forth in Section
      9(a)
      above,
      no part of the Property, or any interest therein, shall be alienated, liened,
      encumbered or otherwise transferred. Seller shall make all payments of principal
      and interest required under any mortgages encumbering the Property due prior
      to
      the Closing.

     

    (h) Seller
      agrees that it will, at any time and from time to time after the Closing, upon
      the reasonable request of Purchaser and at Purchaser's cost and expense, do,
      execute, acknowledge and deliver, or cause to be done, executed, acknowledged
      and delivered, all such further acts, deeds, assignments, transfers, conveyances
      and assurances as may be reasonably required for better assigning, transferring
      and conveying the Property to Purchaser.

     

    (i) Upon
      Purchaser's request, for a period of six (6) months after the Closing, Seller
      shall make all Seller's records with respect to the Property available to
      Purchaser for inspection, copying and audit by Purchaser's designated
      accountants.

     

    (j) Seller
      shall promptly notify Purchaser of any change in any condition with respect
      to
      the Real Property or of any event or circumstance which makes any representation
      or warranty of Seller to Purchaser under this Agreement materially untrue or
      misleading, or any covenant of Seller under this Agreement incapable or less
      likely of being performed.

     

    (k) Seller
      shall not apply a tenant’s security deposit unless the tenant is out of its
      premises as of Closing.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (l) Seller
      shall deliver to Purchaser:

     

    (i) an
      updated Rent Roll on a monthly basis;

     

    (ii) updated
      operating statements on a monthly basis; and

     

    (iii) copies
      of
      all notices of default sent to, or received from tenants or contractors under
      the Contracts.

     

    (m) Seller
      shall promptly deliver to Purchaser a copy of any tax bill, notice of
      assessment, or notice of change in a tax rate affecting the
      Property;

     

    (n) Seller
      shall not apply for, or consent to any change of or modification with respect
      to
      the zoning of, the Property without the Purchaser’s prior written
      consent.

     

    10. SELLER'S
      CLOSING DOCUMENTS

     

    At
      the
      Closing, Seller shall deliver to Purchaser the following, in form and substance
      acceptable to Purchaser:

     

    (a) A
      special
      warranty deed executed by Seller (the "Deed"), in recordable form, conveying
      the
      Property to Purchaser, free and clear of all liens, encumbrances, security
      interests, options and adverse claims of any kind or character except the
      Permitted Encumbrances and matters arising by or through Purchaser.

     

    (b) A
      Bill of
      Sale, executed by Seller (the "Bill of Sale") in the form attached hereto as
      Exhibit
      K,
      transferring, conveying and assigning and warranting to Purchaser, the Personal
      Property, free and clear of all liens, encumbrances, security interests, options
      and adverse claims of any kind or character other than the Permitted
      Encumbrances, together with the original certificates of title thereto, if
      any.

     

    (c) An
      assignment (the "Contract Assignment") in the form attached hereto as
Exhibit
      L,
      executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser
      has elected in writing to assume (the "Assigned Contracts") with the agreement
      of Seller to indemnify, protect, defend and hold Purchaser harmless from and
      against any and all claims, damages, losses, costs and expenses (including
      attorneys' fees) arising in connection with the Assigned Contracts and related
      to the period prior to the Closing and a comparable indemnity from Purchaser
      relating to the period following the Closing, (ii) any and all guarantees and
      warranties used or made in connection with the operation, construction,
      improvement, alteration or repair of the Property, and (iii) all right, title
      and interest of Seller and its agents in and to the Intangible Personal Property
      (including the Governmental Approvals to the extent assignable).

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (d) An
      assignment of lessor's interest in the Leases (the "Lease Assignment") in the
      form attached hereto as Exhibit
      M,
      executed by Seller, to Purchaser, together with an agreement by Seller to
      indemnify, protect, defend and hold Purchaser harmless from and against any
      and
      all claims, damages, losses, costs and expenses (including attorneys' fees)
      arising in connection with the Leases relating to the period prior to the
      Closing and a comparable indemnity from Purchaser relating to the period
      following the Closing.

     

    (e) To
      the
      extent not previously delivered to Purchaser, originals of the Leases, the
      Contracts which have not been terminated pursuant to Section
      9(d),
      certificate(s) of occupancy and other instruments evidencing the Governmental
      Approvals in Seller's possession or, if such originals are not available, copies
      certified by Seller to be true, correct and complete copies of such
      originals.

     

    (f) Any
      keys
      in the possession of Seller to all locks located in the Property.

     

    (g) Letters
      executed by Seller and Seller's management agent, if any, addressed to all
      Tenants, in form of Exhibit
      N
      attached
      hereto, notifying and directing payment of all rent and other sums due from
      Tenants from and after the date of the Closing to be made at Purchaser's
      direction.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (h) (i) The
      tenant estoppel certificates required by Section
      8(a)(i)
      addressed to Purchaser from substantially all of the Tenants dated not more
      than
      thirty (30) days prior to the Closing.

     

    (ii) The
      SNDAs
      required by Section
      8(a)(ii).

     

    (i) Reasonable
      proof of the due authorization, execution and delivery by Seller of this
      Agreement and the documents delivered by Seller pursuant hereto.

     

    (j) A
      Rent
      Roll, prepared as of the day of the Closing, certified by Seller to be true
      and
      correct through the day of the Closing.

     

    (k) The
      FIRPTA Affidavit.

     

    (l) The
      Certificate.

     

    (m) Any
      other
      documents, instruments or agreements called for hereunder which have not
      previously been delivered or which may be required by the Escrow Agent to issue
      the Title Policy.

     

    (n) If
      there
      are non-cash security deposits (i) an escrow agreement pursuant to which an
      amount equal to the non-cash security deposits is to be held in escrow pending
      transfer of the non-cash security deposits to the Purchaser (the “Security
      Deposit Escrow Agreement”) and (ii) documents and transfer fees transferring the
      non-cash security deposits.

     

    (o) In
      the
      event that the Avenue Lease is not executed at closing an escrow agreement
      whereby $800,000 (the “Escrowed Funds”) is held in escrow by the Escrow Agent
      for up to five years (the “Escrow Agreement”). The Escrowed Funds are comprised
      of $550,000 for base rental and CAM charges, $250,000 for tenant improvements
      and leasing commissions. The Escrow Agreement shall provide that the Escrow
      Agent shall disburse to Purchaser (i) monthly on the 1st
      day of
      each month, commencing ninety days following Closing, 1/60 of the amount
      escrowed for base rent and CAM charges until a tenant is in occupancy and paying
      rent and (ii) money to pay for tenant improvements and leasing commissions
      on an as needed basis. If no tenant has occupied the premises at the end of
      the
      five year term, any undisbursed Escrowed Funds shall be released to the
      Purchaser. Upon occupancy by a tenant and the commencement of rent payments,
      any
      undisbursed Escrowed Funds held by Escrow Agent attributable to base rent and
      CAM charges shall be released to the Seller. If a tenant occupies the space
      any
      unused portion of the Escrowed Funds attributable to tenant improvements and
      leasing commissions will be disbursed to the Seller. If no tenant occupies
      the
      space, the unused portion of the Escrowed Funds attributable to tenant
      improvements and leasing commissions will be disbursed to the
      Purchaser.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    11. PURCHASER'S
      CLOSING DOCUMENTS

     

    At
      the
      Closing, Purchaser shall deliver to Seller:

     

    (a) An
      executed counterpart of the Contract Assignment.

     

    (b) An
      executed counterpart of the Lease Assignment.

     

    (c) The
      Purchase Price by wire transfer net of all prorations and adjustments as
      provided herein provided, however, if the Avenue Lease has not been executed
      by
      the time set for Closing, the additional sum of $100,000 of the Purchase Price
      shall be held by Escrow Agent to be released to Seller when the Avenue Lease
      is
      executed. In the event that the Avenue Lease has not been executed within ninety
      (90) days following Closing, the $100,000 escrow shall be released to Purchaser.
      In the event that the Avenue Lease is executed within ninety (90) days following
      Closing the $100,000 shall be released to Seller. 

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (d) Reasonable
      proof of the authority of Purchaser's signatories.

     

    (e) An
      executed counterpart of the Security Deposit Escrow Agreement.

     

    (f) An
      executed counterpart of the Escrow Agreement.

     

    (g) Any
      other
      documents, instruments or agreements reasonably necessary to close the
      transaction as contemplated by this Agreement.

     

    12. PRORATIONS
      AND ADJUSTMENTS

     

    The
      following shall be prorated and adjusted between Seller and Purchaser as of
      the
      day of the Closing, except as otherwise specified:

     

    (a) Collected
      Rents and other charges, other than for Tenants who owe Delinquent Rents (as
      hereinafter defined), for the month in which Closing occurs, shall be prorated
      by credit to Purchaser. Prepaid rents and other charges shall be credited to
      Purchaser. Rents unpaid for the month in which the Closing occurs, which are
      uncollected as of Closing but which are received within the month in which
      the
      Closing occurs shall be prorated. Rents and other charges which at the Closing
      are thirty (30) or more days past due ("Delinquent Rents") shall not be
      prorated, but are the property of Seller, subject to the following: Rents and
      other amounts received by Purchaser within thirty (30) days after the Closing
      from a Tenant owing Delinquent Rents shall be applied (i) first, to all
      Purchaser's costs of collection incurred with respect to such Tenant (including
      reasonable attorneys' fees); (ii) second, to rents due for the month in which
      such payment is received by Purchaser; (iii) third, to rents attributable to
      any
      period after the Closing which are past due on the date of receipt; and (iv)
      then, to Delinquent Rents. Seller shall promptly remit to Purchaser all sums
      received by Seller from Tenants after the Closing other than for rents for
      which
      Purchaser received credit hereunder.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (b) The
      amount of all security and other Tenant deposits and interest due thereon,
      if
      any, shall be credited to Purchaser.

     

    (c) Accrued
      general real estate, personal property and ad valorem taxes and assessments
      for
      the current tax year shall be prorated in accordance with custom in the City
      of
      Omaha, Nebraska; that is, due to the fact that the County and City levy included
      in each year’s real estate tax assessment are for different years, all real
      estate taxes that would first become delinquent in the event of non-payment
      in
      the year of closing shall be pro-rated to the Closing Date. Seller shall pay
      all
      prior year’s taxes and Purchaser shall pay all subsequent year’s
      taxes.

     

    (d) Such
      other items that are customarily prorated in transactions of this nature
      (including, without limitation, any utilities paid by Seller under the Leases)
      shall be prorated. Seller shall pay documentary stamp taxes on the Deed.


     

    (e) To
      the
      extent that Tenants are reimbursing the landlord for common area maintenance
      and
      other operating expenses (collectively, “CAM Charges”), CAM Charges shall be
      prorated at Closing and again subsequent to Closing, as of the date of Closing
      on a lease-by-lease basis with each party being entitled to receive a portion
      of
      the CAM Charges payable under each Lease for the CAM Lease Year in which Closing
      occurs, which portion shall be equal to the actual CAM Charges incurred during
      the party’s respective periods of ownership of the Property during the CAM Lease
      Year. As used herein, the term “CAM Lease Year” means the twelve (12) month
      period as to which annual CAM Charges are owed under each Lease. Five (5) days
      prior to Closing the Seller shall submit to Purchaser an itemization of its
      actual CAM Charges operating expenses through such date and the amount of CAM
      Charges received by the Seller as of such date, together with an estimate of
      CAM
      Charges to be incurred to, but not including, the Closing Date. In the event
      that the Seller has received CAM Charges payments in excess of its actual CAM
      Charges operating expenses, the Purchaser shall be entitled to receive a credit
      against the Purchase Price for the excess. In the event that the Seller has
      received CAM Charges payments less than its actual CAM Charges operating
      expenses, to the extent that the Leases provide for a “true up” at the end of
      the CAM Lease Year, the Seller shall be entitled to receive any deficit but
      only
      after the Purchaser has received any true up payment from the Tenant. Upon
      receipt by either party of any CAM Charge true up payment from a Tenant, the
      party receiving the same shall provide to the other party its allocable share
      of
      the “true up” payment within five (5) days of the receipt thereof.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    To
      assist
      the Purchaser in preparing “true up” reconciliation at the end of the CAM Lease
      Year, the Seller shall deliver to the Purchaser at Closing records of all of
      the
      Seller’s CAM Charge expenditures. 

     

    (f) Any
      percentage rents due or paid under any of the Leases (“Percentage Rent”) shall
      be prorated between Purchaser and Seller outside of Closing as of the Closing
      Date on a Lease-by-Lease basis, as follows; (a) Seller shall be entitled to
      receive the portion of the Percentage Rent under each Lease for the Lease Year
      in which Closing occurs, which portion shall be the ratio of the number of
      days
      of said Lease Year in which Seller was Landlord under the Lease to the total
      number of days in the Lease Year, and (b) Purchaser shall receive the balance
      of
      Percentage Rent paid under each Lease for the Lease Year. As used herein, the
      term “Lease Year” means the twelve (12) month period as to which annual
      Percentage Rent is owed under each Lease. Upon receipt by either Purchaser
      or
      Seller of any gross sales reports (“Gross Sales Reports”) and any full or
      partial payment of Percentage Rent from any tenant of the Property, the party
      receiving the same shall provide to the other party a copy of the Gross Sales
      Report and a check for the other party’s prorata share of the Percentage Rent
      within five (5) days of the receipt thereof. In the event that the Tenant only
      remits a partial payment, then the amount to be remitted to the other party
      shall be its prorata share of the partial payment. Nothing contained herein
      shall be deemed or construed to require either Purchaser to Seller to pay to
      the
      other party its prorata share of the Percentage Rent prior to receiving the
      Percentage Rent from the Tenant, and the acceptance or negotiation of any check
      for Percentage Rent by either party shall not be deemed a waiver of that party’s
      right to contest the accuracy or amount of the Percentage Rent paid by the
      Tenant.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (g) Any
      lease
      termination fees paid by a tenant after the Effective Date shall be credited
      to
      the Purchaser.

     

    The
      provisions of this Section
      12
      shall
      survive the Closing.

     

    Purchaser
      shall be deemed to be the owner of the Property and, therefore, entitled to
      the
      income from the Property and responsible for the expenses of the Property for
      the entire day upon which the Closing occurs. All such prorations shall be
      made
      on the basis of the actual number of days of the month which shall have elapsed
      as of the day of the Closing. To the extent information necessary to make such
      prorations is not available at the Closing, the amount of such prorations shall
      be subject to adjustment in cash after the Closing as and when complete and
      accurate information becomes available. Seller and Purchaser agree to cooperate
      and use their best efforts to make such adjustments no later than thirty (30)
      days after the Closing. Except as set forth in this Section
      12,
      all
      items of income and expense for the period prior to the Closing Date will be
      for
      the account of Seller and all items of income and expense for the period on
      and
      after the Closing Date will be for the account of Purchaser, all as determined
      by the accrual method of accounting. Bills received after the Closing Date
      which
      relate to expenses incurred, services performed or other amounts allocable
      to
      the period prior to the Closing Date shall be paid by Seller.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    13. CLOSING

     

    The
      purchase and sale contemplated herein shall close at the offices of the Escrow
      Agent on or about forty (40) days after the expiration of the Due Diligence
      Period or at such other time, date and place as the parties shall mutually
      agree. As used herein, the terms "Closing" and "Closing Date" shall mean the
      date on which Escrow Agent (i) has received all funds and all documents
      (properly executed and acknowledged, as necessary) required hereunder, (ii)
      is
      unconditionally and irrevocably committed to deliver the Title Policy, and
      (iii)
      has taken all actions necessary to consummate the transaction contemplated
      by
      this Agreement. The Closing Date shall be extended without payment of any
      extension fee due to acts of terrorism or acts of war.

     

    14. CLOSING
      COSTS

     

    Seller
      shall pay one half (1⁄2) of the cost of the Title Policy and the cost of title
      endorsements which are used for title curative purposes under Section
      4.
      Purchaser shall pay one half (1⁄2) of the cost of the Title Policy and the cost of
      any additional title endorsements ordered by Purchaser other than an endorsement
      for title curative purposes under Section
      4,
      and the
      cost of the Survey. The parties responsible for paying the cost to record the
      Deed shall be determined by the Escrow Agent in accordance with the custom
      in
      Omaha, Nebraska. Each party shall bear the expense of its own counsel. Real
      Estate taxes shall be pro-rated as of the Closing Date in accordance with the
      custom in the city of Omaha, Nebraska. 

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    15. LOSS
      BY FIRE, OTHER CASUALTY OR CONDEMNATION

     

    (a) In
      the
      event that prior to the Closing, the Improvements, or any part thereof, are
      destroyed or materially damaged (as defined in Section
      15(e)),
      Purchaser shall have the right, exercisable by giving notice to Seller within
      fifteen (15) days after receiving written notice of such damage or destruction,
      either (i) to terminate this Agreement, in which case neither party shall have
      any further rights or obligations hereunder except any indemnification
      obligations of Purchaser and the Deposit shall be returned to Purchaser and
      any
      documents shall be returned to the party depositing the same, or (ii) to accept
      the Improvements in their then condition and to proceed with the Closing with
      an
      abatement or reduction in the Purchase Price in the amount of the deductible
      for
      the applicable insurance coverage, and to receive an assignment of all of
      Seller's rights to any insurance proceeds payable by reason of such damage
      or
      destruction. If Purchaser elects to proceed under clause (ii) above, Seller
      shall not compromise, settle or adjust any claims to such proceeds without
      Purchaser's prior written consent.

     

    (b) In
      the
      event that prior to the Closing there is any non-material damage to the
      Improvements, or any part thereof, Seller shall repair or replace such damage
      prior to the Closing. Notwithstanding the preceding sentence, in the event
      Seller is unwilling or unable to repair or replace such damage, Seller shall
      notify Purchaser of such fact ("Seller's Notice") and Purchaser thereafter
      shall
      have the right, exercisable by giving Seller notice within fifteen (15) days
      after receiving Seller's Notice either (i) to terminate this Agreement, in
      which
      case neither party shall have any further rights or obligations hereunder except
      any indemnification obligations of Purchaser and the Deposit shall be returned
      to Purchaser and any documents shall be returned to the party depositing the
      same, or (ii) to accept the Improvements in their then condition with an
      abatement or reduction in the Purchase Price in the amount of the deductible
      for
      the applicable insurance coverage and proceed with the Closing, in which case
      Purchaser shall be entitled to an assignment of all of Seller’s rights to
      insurance proceeds payable by reason of such non-material damage. For purposes
      of contemplating any repairs or replacements under this Section
      15(b),
      the
      Closing may be extended for a reasonable time to allow such repairs or
      replacements to be made by Seller.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    (c) In
      the
      event that prior to the Closing, all or any material portion (as defined in
      Section
      15(e))
      of the
      Land and Improvements are subject to a taking by public authority, Purchaser
      shall have the right, exercisable by giving notice to Seller within fifteen
      (15)
      days after receiving written notice of such taking, either (i) to terminate
      this
      Agreement, in which case neither party shall have any further rights or
      obligations hereunder except any indemnification obligations of Purchaser and
      the Deposit shall be returned to Purchaser and any documents shall be returned
      to the party depositing the same, or (ii) to accept the Land and Improvements
      in
      their then condition, without a reduction in the Purchase Price, and to receive
      an assignment of all of Seller's rights to any condemnation award payable by
      reason of such taking. If Purchaser elects to proceed under clause (ii) above,
      Seller shall not compromise, settle or adjust any claims to such award without
      Purchaser's prior written consent.

     

    (d) In
      the
      event that prior to the Closing, any non-material portion of the Land or
      Improvements is subject to a taking, Purchaser shall accept the Property in
      its
      then condition and proceed with the Closing, in which case Purchaser shall
      be
      entitled to an assignment of all of Seller's rights to any award in connection
      with such taking. In the event of any such non-material taking, Seller shall
      not
      compromise, settle or adjust any claims to such award without Purchaser's prior
      written consent.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (e) For
      the
      purpose of this Section
      15,
      damage
      to the Improvements or a taking of a portion thereof shall be deemed to involve
      a material portion thereof if the reasonably estimated cost of restoration
      or
      repair of such damage or the amount of the condemnation award with respect
      of
      such taking shall exceed One Hundred Thousand Dollars ($100,000) or if the
      damage to the Improvements or the taking gives a Major Tenant the right to
      terminate its Lease.

     

    (f) In
      the
      event of material or non-material damage to the Improvements which is
      non-insured and Purchaser elects to proceed to Closing, Purchaser shall receive
      a credit at Closing in the amount of the uninsured loss, provided, however,
      if
      the amount of the uninsured loss exceeds $250,000, the Seller shall have the
      right to terminate this Agreement and the Deposit shall be returned to Purchaser
      and any documents shall be returned to the party depositing the
      same.

      

    (g) Seller
      agrees to give Purchaser prompt notice of any taking, damage or destruction
      of
      the Land or Improvements.

     

    (h) The
      provisions of this Section
      15
      shall
      survive the Closing.

     

    16. DEFAULT

     

    (a) The
      parties agree that, in the event of a default by Purchaser under this Agreement,
      the damages suffered by Seller would be difficult to ascertain. Seller and
      Purchaser agree that, in the event of a default by Purchaser, Seller's sole
      remedy shall be to terminate this Agreement and retain the Deposit as liquidated
      damages, and Seller hereby specifically waives the right to seek specific
      performance of this Agreement by Purchaser.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    (b) In
      the
      event of a default hereunder by Seller, Purchaser shall have at its option
      either to (i) bring an action for specific performance of this Agreement or
      (ii) terminate this Agreement, and have the Deposit returned to it and be
      reimbursed for its actual out-of-pocket due diligence expenses. In the event
      of
      a willful default by Seller, in addition to receiving the Deposit and
      reimbursement for its actual out-of-pocket due diligence expenses, Purchaser
      shall be reimbursed for any non-refundable fees paid to its Lender, including,
      but not limited to fees for third party reports, attorneys, rate lock,
      application and commitment fees in which case neither party shall have any
      further rights or obligations hereunder except any indemnification obligations
      of Purchaser.

     

    17. INDEMNIFICATION

     

    (a) Seller
      hereby agrees to indemnify, hold harmless and defend Purchaser and any successor
      in interest (the "Indemnified Parties") from and against:

     

    (i) any
      loss,
      liability or damage suffered or incurred by the Indemnified Parties because
      any
      representation or warranty made by Seller in this Agreement was incorrect in
      any
      material respect or as a result of any legal action filed against Purchaser
      as a
      result of events arising at the Property prior to Closing and not caused by
      Purchaser; and

     

    (ii) all
      costs
      and expenses (including reasonable attorneys' fees and disbursements) incurred
      by the Indemnified Parties in connection with any action, suit, proceeding,
      demand, assessment or judgment incident to any of the matters indemnified
      against in this Section
      17(a).

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (b) Purchaser
      hereby agrees to indemnify, hold harmless and defend Seller from and
      against:

     

    (i) any
      loss,
      liability or damage suffered or incurred by Seller because any representation
      or
      warranty made by Purchaser in this Agreement was incorrect in any material
      respect; and

     

    (ii) all
      costs
      and expenses (including reasonable attorneys' fees and disbursements) incurred
      by Seller in connection with any action, suit, proceeding, demand, assessment
      or
      judgment incident to any of the matters indemnified against in this Section
      17(b).

     

    (c) The
      provisions of this Section
      17
      shall
      survive the Closing.

     

    18. BROKERS

     

    (a) Seller
      shall be solely responsible for brokerage commissions due Investors Realty
      Inc.
      (the "Broker"). Seller represents and warrants to Purchaser that no other
      brokerage commissions, finder's fees or other compensation is due or payable
      by
      reason of the actions of Seller with respect to the transaction contemplated
      hereby. Seller agrees to indemnify and hold Purchaser harmless from and against
      any losses, damages, costs and expenses (including attorneys' fees) incurred
      by
      Purchaser by reason of any breach or inaccuracy of the representation and
      warranty contained in this Section
      18(a).

     

    (b) Purchaser
      represents and warrants to Seller that Purchaser has not entered into any
      agreement or incurred any obligation which might result in the obligation to
      pay
      any brokerage commission, finder's fee or other compensation with respect to
      the
      transaction contemplated hereby. Purchaser agrees to indemnify and hold Seller
      harmless from and against any losses, damages, costs and expenses (including
      attorneys' fees) incurred by Seller by reason of any breach or inaccuracy of
      the
      representation and warranty contained in this Section
      18(b).

     

    (c) The
      provisions of this Section
      18
      shall
      survive the Closing.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    19. MISCELLANEOUS

     

    (a) Each
      individual and entity executing this Agreement hereby represents and warrants
      that he or it has the capacity set forth on the signature pages hereof with
      full
      power and authority to bind the party on whose behalf he or it is executing
      this
      Agreement to the terms hereof. Seller
      and/or Purchaser may elect to qualify this transaction as a part of an Exchange
      under the provisions of § 1031 of the Internal Revenue Code and the regulations
      under such section. Seller and Purchaser each agrees to cooperate with any
      such
      exchange under a Qualified Intermediary Exchange provided that the monetary
      and
      other obligations of either Seller or Purchaser shall not be increased above
      those as provided in this Contract, and provided that neither party shall be
      required to take legal title to any other property to effect such exchange
      with
      the exchange to be qualified through an intermediary taking title to exchange
      properties.

     

    (b) This
      Agreement is the entire Agreement between the parties hereto with respect to
      the
      subject matter hereof and supersedes all prior agreements between the parties
      with respect to the matters contained in this Agreement. Any waiver,
      modification, consent or acquiescence with respect to any provision of this
      Agreement shall be set forth in writing and duly executed by or in behalf of
      the
      party to be bound thereby. No waiver by any party of any breach hereunder shall
      be deemed a waiver of any other or subsequent breach.

     

    (c) This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which when taken together shall constitute one
      and the same instrument. The signature page of any counterpart may be detached
      therefrom without impairing the legal effect of the signature(s) thereon
      provided such signature page is attached to any other counterpart identical
      thereto except having additional signature pages executed by other parties
      to
      this Agreement attached thereto.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    (d) Any
      communication, notice or demand of any kind whatsoever which either party may
      be
      required or may desire to give to or serve upon the other shall be in writing
      and delivered by personal service (including express or courier service) or
      by
      registered or certified mail, postage prepaid, return receipt requested,
      addressed as follows:

    

      
        	
                Seller:

              	 	
                Oakview
                  Plaza North, LLCc, a Nebraska limited liability 

                company,
                  Frank R. Krejci and Vera Jane Krejci, husband 

                and
                  wife, and George W. Venteicher and Susan J. 

                Venteicher,
                  husband and wife

                2533
                  North 117th
                  Ave., Suite 101 

                Omaha,
                  NE 68164

              
	 	 	 
	
                With
                  copies to:

              	 	
                Ember
                  Grummons

              
	 	 	
                Investors
                  Realty, Inc.

              
	 	 	
                11301
                  Davenport Street

              
	 	 	
                Omaha,
                  NE 68154

              
	 	 	 
	
                Purchaser:

              	 	
                Lightstone
                  Real Estate Partners, LLC

              
	 	 	
                326
                  Third Street

              
	 	 	
                Lakewood,
                  NJ 08701

              
	 	 	
                Attn:
                  David Lichtenstein and Angela
                  Olsen

              


      

    

    


    Any
      party
      may change its address for notice by written notice given to the other in the
      manner provided in this Section. Any such communication, notice or demand shall
      be deemed to have been duly given or served on the date personally served,
      if by
      personal service, or on the date shown on the return receipt or other evidence
      of delivery, if mailed.

     

    (e) The
      parties agree to execute such instructions to the Escrow Agent and such other
      instruments and to do such further acts as may be reasonably necessary to carry
      out the provisions of this Agreement.

     

    (f) The
      making, execution and delivery of this Agreement by the parties hereto has
      been
      induced by no representations, statements, warranties or agreements other than
      those expressly set forth herein.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    (g) Wherever
      possible, each provision of this Agreement shall be interpreted in such a manner
      as to be valid under applicable law, but, if any provision of this Agreement
      shall be invalid or prohibited thereunder, such invalidity or prohibition shall
      be construed as if such invalid or prohibited provision had not been inserted
      herein and shall not affect the remainder of such provision or the remaining
      provisions of this Agreement.

     

    (h) The
      language in all parts of this Agreement shall be in all cases construed simply
      according to its fair meaning and not strictly for or against any of the parties
      hereto. Section headings of this Agreement are solely for convenience of
      reference and shall not govern the interpretation of any of the provisions
      of
      this Agreement.

     

    (i) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State.

     

    (j) This
      Agreement shall be binding upon and inure to the benefit of each of the parties
      hereto and to their respective transferees, successors, and assigns; provided,
      however, that neither this Agreement nor any of the rights or obligations of
      Seller hereunder shall be transferred or assigned by Seller without the prior
      written consent of Purchaser. Purchaser shall have the right to assign all
      of
      its right, title and interest under this Agreement without the prior written
      consent of Seller to an entity managed or controlled by Purchaser or an
      affiliate of Purchaser.

     

    (k) All
      Exhibits attached hereto are incorporated herein by reference.

     

    (l) Notwithstanding
      anything to the contrary contained herein, this Agreement shall not be deemed
      or
      construed to make the parties hereto partners or joint venturers, or to render
      either party liable for any of the debts or obligations of the other, it being
      the intention of the parties to merely create the relationship of seller and
      purchaser with respect to the Property to be conveyed as contemplated
      hereby.

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    (m) This
      Agreement shall not be recorded or filed in the public land or other public
      records of any jurisdiction by either party and any attempt to do so may be
      treated by the other party as a breach of this Agreement.

     

    (n) Purchaser,
      during its inspection of the Real Property, agrees not to notify or advise
      of
      the existing tenants of the Real Property that the Real Property is for sale
      until such time as all conditions precedent to closing have been
      satisfied.

     

    (o) During
      the period from the Effective Date until the Closing or this Agreement is
      terminated, Seller agrees not to market the Property for sale, accept any offer
      for purchase, offer the Property for joint venture, apply for any financing,
      divulge to any potential purchaser or joint venturer or lender any written
      material with respect to the Property nor divulge nor communicate in any way
      to
      any potential purchaser or joint venturer or lender with respect to the
      Property, any information with respect to the Property.

     

    (p) Unless
      provided to the contrary in any particular provision, all time periods shall
      refer to calendar days and shall expire at 5:00 p.m. Eastern Time on the last
      of
      such days; provided, however, that if the time for the performance of any
      obligation expires on a day which is not a business day (Saturday, Sunday and
      days on which banks in the state where the Property is located are closed),
      the
      time for performance shall be extended to the next business day.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    (q) The
      Seller acknowledges that Purchaser intends to assign all of its rights, title
      and interest in and to this Agreement. The assignee may be a publicly registered
      company (“Registered Company”) promoted by the Purchaser. The Seller
      acknowledges that it has been advised that if the purchaser is a Registered
      Company, the assignee is required to make certain filings with the Securities
      and Exchange Commission (the “SEC Filings”) that relate to the most recent
      pre-acquisition fiscal year (the “Audited Year”) for the Property. To assist the
      assignee in preparing the SEC Filings, the Seller agrees to provide the assignee
      with the following:

     

    
      	1.  	
              Access
                to bank statements for the Audited
                Year;

            


    

    


    
      	2.  	
              Rent
                Roll as of the end of the Audited
                Year;

            


    

    


    
      	3.  	
              Operating
                Statements for the Audited Year;

            


    

    


    
      	4.  	
              Access
                to the general ledger for the Audited
                Year;

            


    

    


    
      	5.  	
              Cash
                receipts schedule for each month in the Audited
                Year;

            


    

    


    
      	6.  	
              Access
                to invoice for expenses and capital improvements in the Audited
                Year;

            


    

    


    
      	7.  	
              Copies
                of all insurance documentation for the Audited
                Year;

            


    

    


    
      	8.  	
              Copies
                of accounts receivable aging as of the end of the Audited Year and
                an
                explanation for all accounts over 30 days past due as of the end
                of the
                Audited Year; 

            


    

    


    
      	9.  	
              Signed
                representation letter at the end of the field work;
                and

            


    

     

    
      	10.  	
              The
                percentage occupancy rate for the last five years and the effective
                annual
                rental per square foot or unit for each of the five years preceding
                the
                filing date.

            


    

    


    The
      provisions of this subsection (q) shall survive the Close of
      Escrow.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the day and year first above
      written.

    
      	 	 	 
	SELLER:	OAKVIEW
              PLAZA
              NORTH, LLC, 
              a
                Nebraska limited liability company,

            
	 
 	 
 	 
 
	 	By:  	/s/
              George W. Venteicher
	 	
              
George
              W. Venteicher
	 	Its: Member
	 	 	 
	 	By: 	/s/ Frank R. Krejci
	 	 	
              
Frank
              R. Krejci
	 	Its: Member
	 	 	 
	 	 	 
	 	By: 	/s/ George W. Venteicher
	 	 	
              
George
              W. Venteicher
	 	 	 
	 	By: 	/s/ Susan J. Venteicher
	 	 	
              
Susan
              J. Venteicher
	 	 	 
	 	By: 	/s/ Frank R. Krejci
	 	 	
              
Frank
              R. Krejci
	 	 	 
	 	By: 	/s/ Vera Jane Krejci
	 	 	
              
Vera
              Jane Krejci
	 	 	 
	PURCHASER:	LIGHTSTONE
              VALUE PLUS
              REIT, LP
	 	 	 
	 	
              By:
                LIGHTSTONE VALUE PLUS REAL ESTATE

              INVESTMENT
                TRUST, INC., its general partner

            
	 	 	 
	 	By: 	/s/ Angela Mirizzi-Olsen
	 	 	
              
Angela
              Mirizzi, Vice
              President



     

        

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Legal
      Description of the Land

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Rent
      Roll

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      C

    


    List
      of Personal Property

    


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    List
      of Intangible Personal Property

    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    Form
      of Escrow Agreement


    


    THIS
      ESCROW AGREEMENT is entered into as of this ____ day of _______, 200__, by
      and
      among ________________________________, a _______ ______________ (the "Seller"),
      _______________________ (the "Purchaser") and ___________________
      ________________________________ (hereinafter "Escrow Agent");

    


    RECITALS

    


    WHEREAS,
      Purchaser and Seller have entered into a certain Purchase and Sale Agreement
      of
      even date (hereinafter called the "Contract"); and

     

    WHEREAS,
      Paragraph 3 of said Contract provides for the payment of
      _______________________________ Dollars ($___________) to Escrow Agent for
      the
      Escrow Agent to hold and apply in accordance with a written escrow agreement
      (this "Agreement");

     

    NOW,
      THEREFORE, in consideration of the agreements set forth in the Contract and
      the
      mutual covenants set forth herein, the parties hereto hereby agree as
      follows:

     

    1. Escrow
      Agent acknowledges receipt of a check, payable to its order, in the amount
      of
      Five Hundred Thousand Dollars ($500,000). Such funds, together with any other
      deposit made under the Contract, are herein called the "Escrow Funds." Escrow
      Agent agrees to hold, administer, and disburse the Escrow Funds pursuant to
      this
      Agreement. Escrow Agent shall invest such funds as directed by the Purchaser
      and
      Seller and interest will be credited to Purchaser whose taxpayer identification
      number is _________________. Interest or other income earned on the Escrow
      Funds
      shall become part of the Escrow Funds. Escrow Agent's fee shall be paid equally
      by Purchaser and Seller, which Escrow Agent may charge against the Escrow
      Funds.

     

    2. At
      such
      time as Escrow Agent receives written notice from either Purchaser or Seller,
      or
      both, setting forth the identity of the party to whom the Escrow Agent is to
      disburse such Escrow Funds (or portions thereof) and further setting forth
      the
      specific section or paragraph of the Contract pursuant to which the disbursement
      of such Escrow Funds (or portions thereof) is being requested, Escrow Agent
      shall disburse such Escrow Funds pursuant to such notice; provided,
      however,
      that if
      such notice is given by either Purchaser or Seller but not both, Escrow Agent
      shall (i) promptly notify the other party (either Purchaser or Seller as the
      case may be) that Escrow Agent has received a request for disbursement, and
      (ii)
      withhold disbursement of such Escrow Funds for a period of ten (10) days after
      receipt of such notice of disbursement. If Escrow Agent receives written notice
      from either Purchaser or Seller within said ten (10) day period which notice
      countermands the earlier notice of disbursement, then Escrow Agent shall
      withhold such disbursement until both Purchaser and Seller can agree upon a
      disbursement of such Escrow Funds. Purchaser and Seller agree to send to the
      other, pursuant to Paragraph 6 below, a duplicate copy of any written notice
      sent to Escrow Agent and requesting any such disbursement or countermanding
      a
      request for disbursement.

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    3. In
      performing any of its duties hereunder, Escrow Agent shall not incur any
      liability for any damages, losses, or expenses, except for gross negligence
      or
      willful misconduct, and it shall accordingly not incur any such liability for
      (i) any action taken or omitted in good faith upon advice of its legal counsel
      given with respect to any questions relating to the duties and responsibilities
      of Escrow Agent under this Agreement, or (ii) any action taken or omitted in
      reliance upon any instrument, including any written
      notice or instruction provided for in this Agreement, not only as to its due
      execution and the validity and effectiveness of its provisions but also as
      to
      the truth and accuracy of any information contained therein, which Escrow Agent
      shall in good faith believe to be genuine, to have been signed or presented
      by a
      proper person or persons, and to conform with the provisions in this
      Agreement.

     

    4. Notwithstanding
      the provisions of Paragraph 2 above, in the event of a dispute between Purchaser
      and Seller sufficient in the sole discretion of Escrow Agent to justify its
      doing so or in the event that the Escrow Agent has not disbursed the Escrow
      Funds on or before December 31, ____, Escrow Agent shall be entitled to tender
      into the registry or custody of any court of competent jurisdiction the Escrow
      Funds, together with such legal pleadings as Escrow Agent may deem appropriate,
      and upon such action the Escrow Agent shall be discharged from all further
      duties and liabilities under this Agreement. Any such legal action may be
      brought in such court as Escrow Agent shall determine to have jurisdiction
      thereof.

     

    5. Purchaser
      and Seller agree to indemnify and hold Escrow Agent harmless against any and
      all
      losses, claims, damages, liabilities, and expenses, including, without
      limitation, reasonable costs of investigation and legal counsel fees, which
      may
      be imposed upon Escrow Agent or incurred by Escrow Agent in connection with
      the
      performance of its duties hereunder, including, without limitation, any
      litigation arising from this Agreement or involving the subject matter
      hereof.

     

    6. Wherever
      any notice or other communication is required or permitted hereunder, such
      notice or other communication shall be in writing and shall be delivered by
      overnight courier (at no charge to the addressee), hand, or sent by U.S.
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      addresses set out below or at such other addresses as are specified by written
      notice delivered in accordance herewith:

    

      
        	
                SELLER:

              	
                _______________________

              
	 	
                _______________________

              
	 	
                _______________________

              
	 	 
	
                With
                  a copy to:

              	
                _______________________

              
	 	
                _______________________

              
	 	
                _______________________

              
	 	 
	
                PURCHASER:

              	
                _______________________

              
	 	
                _______________________

              
	 	
                _______________________

              


      

    

     

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

       

      

        
          	
                  With
                    a copy to:

                	
                  Hirschler
                    Fleischer,

                
	 	
                  A
                    Professional Corporation

                
	 	
                  701
                    East Byrd Street

                
	 	
                  Richmond,
                    Virginia 23219

                
	 	
                  Attention:
                    David F. Belkowitz, Esquire

                
	 	 
	
                  ESCROW
                    AGENT:

                	
                  _______________________

                
	 	
                  _______________________

                
	 	
                  _______________________

                
	 	
                  _______________________

                


        

      

    

    


    Any
      notice or other communication given as hereinabove provided shall be deemed
      effectively given or received on the date of delivery, if delivered by hand
      or
      by overnight courier, or otherwise on the third (3rd) business day following
      the
      postmark date of such notice or other communication.

    


    7. This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, executors, administrators, personal
      representatives, successors, and assigns. Any and all rights granted to any
      of
      the parties hereto may be exercised by their agents or personal
      representatives.

    


    8. Time
      is
      of the essence in this Agreement.

    


    9. This
      Agreement is governed by and is to be construed under the laws of the
      Commonwealth of Virginia and may be executed in several counterparts, each
      of
      which shall be deemed an original, and all such counterparts together shall
      constitute one and the same instrument.

    


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

    

      
        	
                SELLER:

              	
                ________________________,

              
	 	
                a
                  ________ ___________

              
	 	 
	 	
                By:
                  ____________________________

              
	 	
                ________________________

              
	 	 
	
                PURCHASER:

              	
                ________________________________

              
	 	
                __________________

              
	 	 
	
                ESCROW
                  AGENT:

              	
                ______________________________

              
	 	
                ______________________________

              
	 	 
	 	 
	 	
                By:___________________________

              
	 	
                
                  ________________

                

              


      

       

       

      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      F

    


    Schedule
      of Commissions

    


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G

    


    Schedule
      of Contracts

    


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

    


    Schedule
      of Litigation and Disclosure Items

    


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    


    Form
      of

    Certification
      of Nonforeign Status


    


    ____________________________________,
      a ____________________ ("Seller"), is the transferor of that certain real
      property located in the ___________ ___________ _____________ of _____________,
      State of Nebraska and more particularly described in Exhibit
      A
      attached
      hereto (the "Property"). The street address of the Property is
      __________________________________________________.

    


    Section
      1445 of the Internal Revenue Code of 1986, as amended (the "Code") provides
      that
      a transferee of a U.S. real property interest must withhold tax if the
      transferor is a foreign person. To inform the transferee that withholding of
      tax
      will not be required in connection with the disposition of the Property pursuant
      to that certain Purchase and Sale Agreement dated as of _________ __, ____,
      by
      and between Seller and _______________, the undersigned hereby certifies the
      following on behalf of Seller:

    


    1. Seller
      is
      not a foreign corporation, foreign partnership, foreign trust or foreign estate,
      as those terms are defined in the Code and the regulations promulgated
      thereunder;

    


    2. Seller's
      U.S. employer identification number is ______________; and

    


    3. Seller's
      address is c/o _____________________________, _________________________________,
      _________, __________ _____.

    


    It
      is
      understood that this certificate may be disclosed to the Internal Revenue
      Service and that any false statement contained herein could be punished by
      fine,
      imprisonment, or both.

    


    Under
      penalties of perjury I declare that I have examined the foregoing certification
      and, to the best of my knowledge and belief, it is true, correct and complete,
      and I further declare that I have authority to sign this document on behalf
      of
      Seller.


    

      
        	
                Date:
                  _______________, ____

              	
                SIGNATURE:
                  ___________________________

              


      

    

    
 

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      J

    


    Certificate

    


    This
      Certificate is made as of the _______ day of ____________, 20___ by
      __________________ (“Seller”), and is delivered to _______________________
      (“Purchaser”), as assignee of __________________, _____________________ (the
“Original Purchaser”) pursuant to Section 8(b) of that certain Purchase and Sale
      Agreement dated ______________, 200_, between Seller and Original Purchaser
      (the
“Purchase Agreement”). Seller hereby certifies to Purchaser that all of the
      Seller’s representations and warranties contained in the Purchase Agreement are
      true and correct as of the date hereof.

    


    WITNESS
      the following signature:

    

      
        	 	
                ____________________________________

              
	 	 
	 	
                By:_________________________________

              
	 	
                Its:_________________________________

              


      

    

     

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    Form
      of Bill of Sale


    


    For
      good
      and valuable consideration, receipt and sufficiency of which is hereby
      acknowledged, the undersigned, _______________________, a ____________________
      ("Seller"), does hereby give, grant, bargain, sell, transfer, assign, convey
      and
      deliver to __________________, a _____________ ("Purchaser"), all of the assets
      of Seller described on Schedule
      1
      attached
      hereto.

    


    Seller
      hereby represents and warrants that it is the lawful owner of all of the assets
      transferred hereunder, free and clear of all mortgages, claims, liens, security
      interests, or encumbrances of any nature whatsoever, that Seller has the right
      to sell and transfer such assets to Purchaser, and that Seller will warrant
      and
      defend the same against the claims and demands of any and all persons, firms
      and
      entities.

    


    Except
      as
      otherwise represented herein, the assets transferred hereby are conveyed AS-IS
      WHERE-IS WITHOUT ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY
      PURPOSE WHATSOEVER.

    


    Seller
      hereby covenants that it will, at any time and from time to time upon written
      request therefor, at Purchaser's sole expense and without the assumption of
      any
      additional liability thereby, execute and deliver to Purchaser, its nominees,
      successors and/or assigns, any new or confirmatory instruments and do and
      perform any other acts which Purchaser, its nominees, successors and/or assigns,
      may reasonably request in order to fully assign and transfer to and vest in
      Purchaser, its nominees, successors and/or assigns, and protect its or their
      rights, title and interest in and enjoyment of, all of the assets of Seller
      intended to be transferred and assigned hereby, or to enable Purchaser, its
      nominees, successors and/or assigns, to realize upon or otherwise enjoy any
      such
      assets.

    


    All
      references to "Seller" and "Purchaser" herein shall be deemed to include their
      respective nominees, successors and/or assigns, where the context
      permits.

    

      
        	
                Dated:
                  _________ ___, ____

              	
                SELLER:

              
	 	 
	 	
                __________________________,

              
	 	
                a
                  _________________________

              
	 	 
	 	 
	 	
                By:
                  ______________________

              
	 	
                Its:
                  ______________________

              


      

    

    


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      1 TO BILL OF SALE

    


    Schedule
      of Personal Property


    


    All
      personal property of Seller located on, in, or used or useful in connection
      with
      that certain real property (the "Real Property") located in the County of
      ________________, State of Nebraska, commonly known as Oakview Plaza North
      and
      South, which Real Property is more particularly described in Schedule
      2
      attached
      hereto.

     

    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2 TO BILL OF SALE

    


    Legal
      Description of Real Property

    


    
      
        
        

      

      
        K-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

    


    Form
      of Contract Assignment


    


    This
      Assignment (this "Assignment") is made as of __________ ___, _____, by and
      between ___________________________, a ____________________ ("Assignor"), and
      ________________________, a _________________________ ("Assignee").

    


    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Assignor hereby grants, sells, transfers and assigns unto Assignee
      all of the rights, title and interest of Assignor in, to and under any and
      all
      of the following items, to the extent that they are related to that certain
      real
      property located in the County of ________, State of Nebraska, which is more
      particularly described in Exhibit
      A
      attached
      hereto (the "Real Property"):

    


    (a) contracts
      or agreements, if any, to the extent that they relate to the Real Property,
      or
      improvements thereon (including, but not limited to, maintenance or utility
      contracts), including, but not limited to, those contracts described in
Exhibit
      B
      attached
      hereto;

    


    (b) warranties,
      guarantees and indemnities (including, without limitation, those for
      workmanship, materials and performance) which exist or may hereafter exist,
      from, by or against any contractor, subcontractor, manufacturer or supplier
      or
      laborer or other services relating to the Real Property, or the improvements
      thereon;

    


    (c) plans,
      drawings, and specifications for the improvements to the Real Property;
      and

    


    (d) all
      intangible property used or useful in connection with the Real Property or
      the
      improvements thereon, including, without limitation, all trademarks, trade
      names
      (including, without limitation, the exclusive right to use the name Oakview
      Plaza North and South), and the contract rights, guarantees, licenses, permits
      (to the extent transferable) and warranties more particularly described in
      Exhibit
      C
      attached
      hereto.

    


    Assignor
      does, for itself and its successors, covenant and agree to warrant and defend
      the title to the property hereby assigned against the just and lawful claims
      and
      demands of all persons whomsoever and Assignor hereby agrees to indemnify,
      protect, defend and hold Assignee harmless from and against any and all claims,
      demands, damages, losses, liability, costs and expenses (including reasonable
      attorneys' fees) arising in connection with the agreements described in
      paragraph (a) above and related to the period prior to the date hereof. Assignee
      hereby accepts the foregoing assignment and agrees to assume any executory
      obligations of Assignor in connection with the agreements described in paragraph
      (a) above and to indemnify, protect, defend and hold Assignor harmless from
      and
      against any and all claims, demands, damages, losses, liability, costs and
      expenses (including reasonable attorneys' fees) arising in connection with
      the
      agreements described in paragraph (a) above and relating to the period on or
      after the date hereof.

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    

    


    Assignor
      hereby covenants that it will, at any time and from time to time upon written
      request therefor, at Assignee's sole expense and without the assumption of
      any
      additional liability therefor, execute and deliver to Assignee, and its
      successors and assigns, any new or confirmatory instruments and take such
      further acts as Assignee may reasonably request to fully evidence the assignment
      contained herein and to enable Assignee, and its successors and assigns, to
      fully realize and enjoy the rights and interests assigned hereby.

    


    The
      provisions of this Assignment shall be binding upon, and shall inure to the
      benefit of, the successors and assigns of Assignor and Assignee,
      respectively.

    


    This
      Assignment may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which when taken together shall constitute one
      and the same instrument.

    


    IN
      WITNESS WHEREOF, Assignor and Assignee have caused their duly authorized
      representatives to execute this Assignment as of the date first above
      written.

    

      
        	 	
                ASSIGNOR:

              
	 	 
	 	
                _______________________________,

              
	 	
                a
                  ______________________________

              
	 	 
	 	
                By:
                  ___________________________

              
	 	
                Its:
                  ___________________________

              
	 	 
	 	 
	 	
                ASSIGNEE:

              
	 	 
	 	
                _______________________________,

              
	 	
                a
                  ______________________________

              
	 	 
	 	
                By:
                  ___________________________

              
	
                 

              	
                Its:
                  ___________________________

              


      

       

       

      
        
          
          

        

        
          L-2

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A

    


    Legal
      Description of Real Property

    


    
      
        
        

      

      
        L-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Schedule
      of Contracts

    


    
      
        
        

      

      
        L-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    Schedule
      of Intangible Personal Property

    


    
      
        
        

      

      
        L-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

    


    Form
      of Lease Assignment


    


    This
      Assignment of Lessor's Interest in Leases (the "Assignment") is made on
      ______________ ___, ____, by and between ___________________________, a
      ___________________ ("Assignor"), in favor of ____________________________
      ____________________________, a __________________ ("Assignee").

    


    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee
      all of Assignor's rights, title and interest in, to and under the leases (the
      "Leases") which are more particularly described in Exhibit
      A
      attached
      hereto and incorporated herein by this reference, relating to that certain
      real
      property located in the County of _______________, State of Nebraska, commonly
      known as Oakview Plaza North and South and more particularly described in
Exhibit
      B
      attached
      hereto (the "Real Property"), together with any and all rights, title, estates
      and interests of Assignor as lessor under the Leases, whether now owned or
      hereafter acquired, in and to any improvements and fixtures located thereon
      and
      any rights, privileges, easements, rights of way or appurtenances appertaining
      thereto (including, without limitation, any and all rents, issues, profits,
      royalties, income and other benefits derived from the Real Property hereafter
      accruing, and any and all claims, causes of action, rights to proceeds or awards
      related to the Real Property hereafter accruing), together with all rights,
      title, estates and interests of Assignor in and to such security deposits and
      prepaid rents, if any, as have been paid to Assignor pursuant to such Leases,
      together with all rights, title, estates and interests of Assignor in and to
      any
      subleases, if any, relating to the Real Property.

    


    Assignor
      hereby agrees to indemnify, protect, defend and hold Assignee harmless from
      and
      against any and all claims, demands, liabilities, losses, costs, damages or
      expenses (including, without limitation, reasonable attorneys' fees and costs)
      arising out of or resulting from any breach or default by Assignor under the
      terms of the Leases arising prior to the date hereof.

    


    Assignor
      hereby covenants that it will, at any time and from time to time upon written
      request therefor, at Assignee's sole expense and without the assumption of
      any
      additional liability thereby, execute and deliver to Assignee, its successors
      and assigns, any new or confirmatory instruments and take such further acts
      as
      Assignee may reasonably request to fully evidence the assignment contained
      herein and to enable Assignee, its successors and assigns to fully realize
      and
      enjoy the rights and interests assigned hereby.

    


    Assignee
      hereby accepts the foregoing assignment and agrees to assume, pay, perform
      and
      discharge, as and when due, all of the agreements and obligations of Assignor
      under the Leases and agrees to be bound by all of the terms and conditions
      of
      the Leases.

    


    Assignee
      hereby agrees to indemnify, protect, defend and hold Assignor harmless from
      and
      against and any all claims, demands, liabilities, losses, costs, damages or
      expenses (including, without limitation, reasonable attorneys' fees and costs)
      arising out of or resulting from any breach or default by Assignee under the
      terms of the Leases arising on or after the date hereof.

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

    


    The
      provisions of this Assignment shall be binding upon, and shall inure to the
      benefit of, the successors and assigns of Assignor and Assignee,
      respectively.

    


    This
      Assignment may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which when taken together shall constitute one
      and the same instrument.

    


    IN
      WITNESS WHEREOF, Assignor and Assignee have caused their duly authorized
      representatives to execute this Assignment as of the date first above
      written.

    

      
        	
                ASSIGNOR:

              	
                _______________________________,

              
	 	
                a
                  ______________________________

              
	 	 
	 	
                By:
                  ___________________________

              
	 	
                Its:
                  ___________________________

              
	 	 
	 	 
	
                ASSIGNEE:

              	
                _______________________________,

              
	 	
                a
                  ______________________________

              
	 	 
	 	
                By:
                  ___________________________

              
	 	
                Its:
                  ___________________________

              


      

    

     

     

    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Schedule
      of Leases

    


    

      
        	
                TENANT

              	 	
                DATE
                  OF LEASE

              


      



     

    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Legal
      Description of Real Property

    


    
      
        
        

      

      
        M-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

    


    Form
      of Notice to Tenants


    

      
        	
                To:

              	
                Tenants
                  of ______________________________

              
	 	 
	
                Date:

              	
                ___________________,
                  _____

              


      

    

     

    Please
      be
      advised that from and after the date hereof:

    


    Your
      future rent payments under your lease should be made as follows:

     

    _______________________________

    _______________________________

    _______________________________

    _______________________________

    


    All
      inquiries, notices, demands and other communications concerning your lease
      should be sent to:

    


    _______________________________

    _______________________________

    _______________________________

    _______________________________

    Attention:
      ___________________

    (___)
      _______-______

    


    with
      a
      copy to:

    


    _______________________________

    _______________________________

    _______________________________

    _______________________________

    _______________________________

    


    Very
      truly yours,

    


    


    ____________________________

    


    
      
        
        

      

      
        N-1