exv10w7



 






EXHIBIT
10.7



AMENDMENT TO CONTRACT OF SALE




     This Amendment to Contract of Sale (“Amendment”), the effective date of which is
September 6, 2006, is entered into by TR WALKER RANCH PARTNERS,
LTD; a Texas
Limited partnership (“Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
Company (“Buyer”). Buyer and Seller are sometimes collectively referred to herein as the
“Parties”.



Recitals




     A. WHEREAS, Seller and Buyer entered into that certain Contract of Sale
(the “Agreement”) with, an Effective Date of May 4, 2006, pursuant to which Seller
agreed to sell and Buyer agreed to purchase certain improved real property located in Bexar
County, Texas, more particularly described in the Agreement;



     B. WHEREAS, Seller and Buyer have entered into a number of contract
amendments, including that certain Amendment to Contract of Sale (the “July
Amendment”)
with an effective date of July 31, 2006. The July Amendment extended the
Closing Date of the
Agreement to September 6, 2006.



     C. WHEREAS, Seller and Buyer mutually desire to amend certain provisions of the
Agreement.



Agreement




     NOW, THEREFORE, for and in consideration of the mutual promises and
agreements set forth herein entered into by Buyer and Seller, the receipt and
sufficiency of which is acknowledged, Seller and Buyer agree as follows:




	 	1.	 	Prior to the effective date hereof, Buyer delivered Earnest
Money and Additional Earnest Money to the Title Company totaling THREE
HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) to be applied in
partial payment of the Sales Price at Closing and/or otherwise disbursed
in accordance with the provisions of the Agreement. Notwithstanding
anything contained to the contrary in the Agreement, Buyer herein
agrees, and directs the Title Company, to fully and finally release to
Seller all Earnest Money and Additional Earnest Money presently on
deposit, specifically being the $300,000.00 referred to above, such
funds hereinafter being non-refundable to Buyer and unconditionally
earned by Seller, as compensation to Seller for granting an additional
extension of the Closing Date to Buyer as described below except in the
event of a “Special Seller Default” (hereinafter
defined) If Buyer does in fact purchase the Property and this Contract
does in fact close, the $300,000.00 in forfeited Earnest Money will remain
applicable to the Sales
Price.
	 
	 	 	 	“Special Seller Default “ means (a) Seller’s prior sale of the Property to a third party,
(b) Seller’s wrongful refusal to convey the Property to Buyer at Closing, and/or (c) Seller’s
refusal to remove at Closing any encumbrance intentionally placed by Seller on the Property from
and after the date of that certain Lawyer’s Title Insurance Corporation Commitment for Title
Insurance, OF No. 19510000601, Commitment No. 002, specifically excluding that certain Landscaping,
Utility Parking and
Permanent Access Basement approved by Buyer in Amendment to Contract of Sale by and between Buyer
and Seller dated effective July 31,2006.






 










 






	2.	 	Section 4(a) of the Agreement is hereby deleted and the following Section 4(a) is
inserted in its stead;






	 	“(a)	 	 The closing of the sale of the property to Buyer (the “Closing”) shall take
place at the Title Company no later than October 5, 2006, (the
“Closing Date”). Buyer
shall have a one-time right to further extend the Closing Date to October 19, 2006, by
(i) notifying Seller in writing of such extension on or before September 29, 2006, and
(ii) simultaneously with delivery of such written notice of extension to Seller,
delivering to Seller (by Immediately Available Funds) the additional sum of ONE HUNDRED
SEVENTY-FIVE THOUSAND AND NO/100 ($175,000.00) (the “Extention Fee”). The Extension Fee
shall be non-refundable to Buyer and shall be unconditionally earned by Seller, as
compensation to Seller for granting the additional extension of the Closing Date;
provided, however, $150,000,00 of the Extension Fee shall be applied to the Sales Price
at Closing, if Closing does in fact
occur. If Buyer does not deliver the
written notice and the Extension Fee in the manner and within the time period required
above, then Buyer shall have waived its light to extend the Closing
Date.”






	3.	 	Buyer has previously waived all title objections under
Section 6(a) of the Agreement.
	 
	4.	 	Sections 23(a), 23(b), 23(c) and 23 (d) of
the Agreement, “ BUYER’S CONDITIONS
PRECEDENT”, are deleted in their entirety and Section
23(e) is hereby relettered as
Section 23(a).
	 
	5.	 	All terms defined in the Agreement and denoted by initial capital letters shall have the same
meanings provided in the Agreement when used in this Amendment, except to the extent that the
meaning of any defined term is modified by or expressly set forth in the provisions of this
Amendment.
	 
	6.	 	This Amendment may be executed in multiple originals, each of which shall constitute an
original for all purposes and together which shall constitute a fully
executed agreement. A
facsimile signature shall be deemed an original signature for all purposes.





 









 





IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment to be effective
as of September 6, 2006.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TR WALKER RANCH PARTNERS, LTD.,

a Texas limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	TRDC Walker Partners, Ltd.,

a Texas limited partnership, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Thompson Realty Development Corporation,

a Texas corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/  W. T. Field
	 

	 	 	 	 	 	Name:
	 	 

W. T. Field
	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TRIPLE NET PROPERTIES, LLC,

a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Richard Hutton 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Richard Hutton	 	 
	 	 	Title:	 	Executive Vice President