<PAGE>

                                                                   EXHIBIT 10.01

                           PURCHASE AND SALE AGREEMENT

                                       AND

                            JOINT ESCROW INSTRUCTIONS

                                     between

                                INTRAROCK 1, LLC,
                      a Delaware limited liability company

                                  as SELLER

                                      and

                           TRIPLE NET PROPERTIES, LLC,
                      a Virginia limited liability company

                                    as BUYER

                            DATED: September 26, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
ARTICLE 1.     PURCHASE AND SALE.............................................              1
      1.1    Agreement to Buy and Sell.......................................              1

ARTICLE 2.     PURCHASE PRICE................................................              2
      2.1    Purchase Price..................................................              2
      2.2    Payment of Purchase Price.......................................              2

ARTICLE 3.     OPENING OF ESCROW.............................................              3
      3.1    Opening Escrow; Title Company...................................              3
      3.2    Escrow Instructions.............................................              3

ARTICLE 4.     BUYER'S INSPECTION............................................              3
      4.1    Deliveries by Seller............................................              3
      4.2    Intentionally Deleted...........................................              3
      4.3    Review of Title.................................................              4
      4.4    Access to the Project...........................................              4
      4.5    Contingency Date; Buyer's Right to Terminate....................              6

ARTICLE 5.     REPRESENTATIONS, WARRANTIES AND COVENANTS.....................              7
      5.1    Seller's Knowledge..............................................              7
      5.2    Seller's Representations and Warranties.........................              7
      5.3    Buyer's Representations, Warranties and Covenants...............              8
      5.4    Seller's Covenants..............................................             11

ARTICLE 6.     CONDEMNATION; DAMAGE, DESTRUCTION.............................             12
      6.1    Condemnation....................................................             12
      6.2    Damage or Destruction...........................................             13

ARTICLE 7.     CONDITIONS TO CLOSING.........................................             14
      7.1    Seller's Conditions to Closing..................................             14
      7.2    Buyer's Conditions to Closing...................................             14

ARTICLE 8.     CLOSING.......................................................             15
      8.1    Deposits Into Escrow............................................             15
      8.2    Closing Costs...................................................             17
      8.3    Prorations......................................................             17
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
      8.4    Closing of Escrow...............................................             19
      8.5    Possession......................................................             20

ARTICLE 9.     BREACH OF AGREEMENT...........................................             20
      9.1    Seller's Termination............................................             20
      9.2    Seller's Remedies; Liquidated Damages...........................             20
      9.3    Buyer's Remedies................................................             20
      9.4    Seller's Maximum Aggregate Liability; Claims Period.............             21
      9.5    Buyer's Termination.............................................             21

ARTICLE 10.    GENERAL PROVISIONS............................................             21
      10.1   Counterparts....................................................             21
      10.2   Entire Agreement................................................             21
      10.3   Counsel; Construction...........................................             22
      10.4   Choice of Law...................................................             22
      10.5   Severability....................................................             22
      10.6   Waiver of Covenants, Conditions or Remedies.....................             22
      10.7   Business Day....................................................             22
      10.8   Exhibits and Schedules..........................................             22
      10.9   Amendment.......................................................             22
      10.10  Relationship of Parties.........................................             22
      10.11  No Third-Party Benefit..........................................             22
      10.12  Time of the Essence.............................................             23
      10.13  Further Acts....................................................             23
      10.14  No Recording....................................................             23
      10.15  Assignment......................................................             23
      10.16  Attorneys' Fees.................................................             23
      10.17  Brokers.........................................................             23
      10.18  Notices.........................................................             24
      10.19  Mutual Waivers of Jury Trial and Certain Damages................             25
      10.20  Cooperation With S-X 3-14 Audit.................................             25
</TABLE>

                                      -ii-

<PAGE>

                           PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS

         THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("AGREEMENT")
is made and entered into this 26th day of September, 2003 (the "EFFECTIVE
DATE"), by and between INTRAROCK 1, LLC, a Delaware limited liability company
("SELLER"), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company
("BUYER").

                                    RECITALS:

         A.       Seller owns certain real property commonly known as
Centerpoint Corporate Park located in the City of Kent, County of King, State of
Washington, which is improved with office buildings containing approximately
435,000 rentable square feet.

         B.       Buyer desires to purchase that property, and Seller desires to
sell that property, on the terms and conditions contained in this Agreement.

         NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Seller and Buyer agree as follows:

                          ARTICLE 1. PURCHASE AND SALE

                  1.1      Agreement to Buy and Sell. Subject to all of the
terms and conditions of this Agreement, Seller hereby agrees to sell to Buyer,
and Buyer hereby agrees to purchase from Seller, all of Seller's right, title
and interest in and to the following (collectively, the "PROPERTY"):

                           1.1.1    The parcels of real property described on
Exhibit A (as such description may be modified in order to accomplish the
subdivision described in Section 7.2.7), together with all of Seller's right,
title and interest in and to all rights, privileges, easements and appurtenances
thereto (collectively, the "LAND");

                           1.1.2    All buildings, structures, improvements and
fixtures located on the Land ("IMPROVEMENTS") (the Land and the Improvements are
herein collectively called the "PROJECT");

                           1.1.3    Excepting the items described in Exhibit B,
all appliances, fixtures, equipment, machinery, furniture, furnishings,
decorations and other personal property, if any, located on or about the Project
and used in the operation and maintenance thereof ("TANGIBLE PERSONAL
PROPERTY");

                           1.1.4    The following intangible personal property,
to the extent it is transferable, which is related to the ownership or operation
of the Project: warranties, permits, franchises, licenses, certificates of
occupancy, soil and other reports and studies, surveys, maps, utility contracts,
plans and specifications, engineering plans and studies, floor plans, the name
"CenterPointe Corporate Park", any website associated exclusively with the
Project and

<PAGE>

landscape plans ("INTANGIBLE PERSONAL PROPERTY"), Seller may retain copies of
each of the foregoing.

                           1.1.5    the Leases, including any security deposits
or lease guaranties related thereto (defined in Section 5.2.3); and

                           1.1.6    the Service Contracts (other than the Seller
Contracts) (defined in Section 5.2.4) which Buyer agrees to assume, as provided
below.

                            ARTICLE 2. PURCHASE PRICE

                  2.1      Purchase Price. The purchase price for the Property
shall be an amount equal to Fifty Seven Million Seven Hundred Forty Eight
Thousand Dollars and 00/100 ($57,748,000.00) ("PURCHASE PRICE"). The Purchase
Price shall be allocated between the Tangible Personal Property and the balance
of the Property as follows:

<TABLE>
<CAPTION>
                                     ALLOCATED PORTION OF
        COMPONENT                       PURCHASE PRICE
        ---------                       --------------
<S>                                  <C>
Tangible Personal Property              $    26,240.00

  Balance of Properties                 $57,721,760.00
</TABLE>

                  2.2      Payment of Purchase Price. The Purchase Price shall
be paid as follows:

                           2.2.1    Within two (2) business days after the
opening of Escrow (defined below), Buyer shall deposit into Escrow with the
Escrow Holder (defined below) the sum of Two Hundred Fifty Thousand Dollars
($250,000) (together with any interest earned thereon, the "INITIAL DEPOSIT") by
certified check, federal wire transfer or other immediately available funds. The
Initial Deposit shall be held in an interest bearing account approved by Buyer.
Except as expressly set forth herein, (i) the Initial Deposit shall be
non-refundable to Buyer, and (ii) shall be paid to Seller as consideration for
entering into this Agreement. If Buyer does not terminate or is not deemed to
have terminated this Agreement on or before the Contingency Date (defined on
Exhibit C) pursuant to Section 4.5, Buyer shall deposit into Escrow with the
Escrow Holder within two (2) business days after the Contingency Date, the
additional sum of One Million Dollars ($1,000,000) (the "ADDITIONAL DEPOSIT") by
certified check, federal wire transfer or other immediately available funds. The
Additional Deposit shall be held in the interest bearing account approved by
Buyer for the Initial Deposit. The Initial Deposit, the Additional Deposit, the
Extension Deposit (as defined below) and all interest earned on such amounts are
referred to collectively as the "DEPOSIT". The Deposit shall be non-refundable
to Buyer except as expressly set forth herein. The Deposit shall be applied to
the Purchase Price at Closing (defined in Section 8.4). If Buyer shall fail to
timely deposit any portion of the Deposit, then Seller may, at any time
thereafter until such Deposit has been made, terminate this Agreement by notice
to Buyer, in which case any Deposit then in Escrow shall be paid to Seller as
liquidated damages pursuant to Section 9.2, this Agreement shall terminate and
Buyer and Seller shall have no further liability hereunder except for those
provisions which expressly survive termination of this Agreement.

                                        2
<PAGE>

                           2.2.2    The balance of the Purchase Price, subject
to adjustment by reason of applicable prorations and the allocation of closing
costs described below, shall be deposited by Buyer into the Escrow in
immediately available funds no later than 9:00 a.m. pacific time on the Closing
Date (as defined on Exhibit C). Buyer shall have a one-time right to extend the
Closing Date for up to fourteen (14) calendar days by delivering written notice
of such extension to Seller and depositing into Escrow the sum of Seven Hundred
Fifty Thousand Dollars ($750,000) (together with any interest earned thereon,
the "EXTENSION DEPOSIT") on or before the date scheduled for the Closing Date.
In no event shall the Closing Date be extended for more than a total of fourteen
(14) calendar days pursuant to the preceding sentence.

                          ARTICLE 3. OPENING OF ESCROW

                  3.1      Opening Escrow; Title Company. Within two (2)
business days after the Effective Date, the parties shall open an escrow (the
"ESCROW") with First American Title Insurance Company (the "ESCROW HOLDER") by
depositing three (3) fully executed counterparts of this Agreement with Escrow
Holder, whose name and address are set forth on the signature page to this
Agreement. The parties agree that First American Title Insurance Company
("TITLE COMPANY") shall act as the title company and issue the Title Report and
the Title Policy described below.

                  3.2      Escrow Instructions. This Agreement shall constitute
both an agreement between Seller and Buyer and escrow instructions for Escrow
Holder with respect to the subject matter of this Agreement. Escrow Holder shall
indicate its willingness to act as Escrow Holder by executing and returning one
counterpart of this Agreement to each of Buyer and Seller. Seller and Buyer
shall promptly execute and deliver to Escrow Holder any separate or additional
escrow instructions requested by Escrow Holder which are consistent with the
terms of this Agreement. Any separate or additional instructions shall not
modify the provisions of this Agreement unless the parties agree otherwise and
expressly set forth their desire to so modify such provisions.

                          ARTICLE 4. BUYER'S INSPECTION

                  4.1      Deliveries by Seller. The parties acknowledge that
Seller has delivered or made available to Buyer for inspection, those documents
and reports listed in Exhibit D which are in Seller's possession or control
(collectively, with all other documents, reports and materials delivered to
Buyer by Seller or otherwise actually reviewed by Buyer, the "DUE DILIGENCE
MATERIALS"). The Due Diligence Materials do not (and are not required to)
include any materials proprietary to Seller or its managers or which by contract
Seller must keep confidential, Property appraisals, any items which are
protected by any attorney-client privilege or any organizational documents of
Seller or its affiliates. Except as set forth in Section 5.2, by furnishing
Buyer with the Due Diligence Materials, Seller does not make any warranty or
representation with respect to the accuracy, completeness, conclusions or
statements expressed in the Due Diligence Materials, nor does Seller represent
or warrant that these are the sole materials now available with respect to the
matters covered thereby. Except as expressly provided herein, Seller assumes no
duty to furnish Buyer with any other existing information, reports or updates of
such Due Diligence Materials. Buyer hereby waives any and all claims against
Seller arising out of the accuracy,

                                        3
<PAGE>

completeness, conclusions or statements expressed in the Due Diligence Materials
furnished by Seller.

                  4.2      Intentionally Deleted.

                  4.3      Review of Title.

                           4.3.1    Buyer hereby acknowledges receipt of (i) a
preliminary title report ("TITLE REPORT") issued by the Title Company covering
the Land dated no more than thirty (30) days prior to the Effective Date,
together with copies of all documents referenced in Schedule B thereof, and (ii)
a copy of Seller's existing survey of the Project (as such may be updated as
provided herein, the "SURVEY"). If Buyer elects to obtain an ALTA extended
coverage policy of title insurance, Buyer shall obtain an updated survey of the
Project at Buyer's expense. The updated survey shall be certified to Seller,
Buyer and Title Company.

                           4.3.2    Buyer shall have until the expiration of the
Title Review Period (defined in Exhibit C) within which to notify Seller of any
exceptions to title as shown in the Title Report or Survey which Buyer
reasonably disapproves. Any exceptions which are timely disapproved by Buyer
pursuant to this section shall be referred to collectively as the "TITLE
OBJECTIONS". If Buyer fails to notify Seller of its disapproval of any matters
shown in the Title Report within the Title Review Period Buyer shall
conclusively be deemed to have approved such matters. Any such matter not
disapproved by notice to Seller within the Title Review Period shall constitute
a "PERMITTED EXCEPTION" hereunder. If there are Title Objections, then, at
Seller's sole discretion, Seller may elect (but shall not be obligated) to
remove or cause to be removed any of the Title Objections at Seller' expense, or
to cause any Title Objections to be insured against by the Title Company, which
removal will be deemed effected by the issuance of title insurance insuring
against the effect of the Title Objections. Seller shall notify Buyer in writing
("SELLER'S TITLE NOTICE") within three (3) business days after receipt of
Buyer's notice of Title Objections ("SELLER'S CURE NOTICE PERIOD") whether
Seller elects to remove or to cause the Title Company to insure against the
same. Seller's failure to deliver Seller's Title Notice to Buyer, or failure to
address any Title Objection in any such notice, shall constitute Seller's
election not to cure such Title Objection. Notwithstanding the foregoing, Seller
agrees to remove as exceptions to title to the Property (i) all delinquent taxes
and assessments and interest and penalties thereon, if any, (ii) all delinquent
installments and accrued interest due on any bonds affecting the Property, and
(iii) all other monetary liens and encumbrances affecting the Property caused by
Seller, such as mortgages, deeds of trust and mechanic's liens.

                           4.3.3    If Seller elects or is deemed to have
elected not to cause any Title Objections to be removed or insured against prior
to or at the Closing, Buyer may elect by notice to Seller within two (2)
business days after the end of Seller's Cure Notice Period to terminate this
Agreement, in which event the Deposit shall be paid to Seller and, thereafter,
the parties shall have no further rights or obligations hereunder except for
obligations which expressly survive the termination of this Agreement. Buyer's
failure to give such notice of termination on or before such date shall
constitute Buyer's waiver of any Title Objections which Seller is unwilling to
cure, in which event such Title Objections shall be deemed "Permitted
Exceptions" and the Closing shall occur as herein provided without any reduction
of or credit against the Purchase Price.

                                        4
<PAGE>

                  4.4      Access to the Project.

                           4.4.1    Seller hereby grants to Buyer and its agents
designated in writing to Seller ("BUYER'S AGENTS") a nonexclusive license to
enter onto the Project for the purpose of conducting an inspection of the
Project as part of Buyer's due diligence activities. In exercising such license,
Buyer and Buyer's Agents shall not interfere with tenants of the Project or with
the normal conduct by Seller and its managers of their business at the Project.
Any such inspection shall be at the sole cost of Buyer and shall be on the terms
set forth in this Section 4.4. Buyer shall not contact any tenants at the
Property or make any inquiries of such tenants except in accordance with this
Section 4.4.1. If Buyer wishes to contact or make inquiries of any such tenants,
Buyer shall provide written notice (a "Tenant Interview Notice") to Seller and,
upon receipt of such notice, Seller shall use commercially reasonable efforts to
arrange a meeting between Buyer and any such tenants Buyer wishes to contact. If
Seller shall not have been able to arrange for a meeting between Buyer and any
tenants specified in any Tenant Interview Notice on or before the date that is
one (1) calendar week from the date on which Seller received such Tenant
Interview Notice, Buyer shall have the right to contact any such tenants
directly in order to arrange such meeting. Seller shall have the right to have a
representative present during any contacts or inquiries made by Buyer with any
tenants.

                           4.4.2    At least forty-eight (48) hours prior to its
entry onto the Project, Buyer shall: (a) deliver to Seller written notice of its
intention to enter the Project and the proposed date, time and purpose of such
entry (Buyer may enter only on the dates and at the times contained in such
notices, and Seller shall have the right to have one or more of its agents or
representatives accompany Buyer and Buyer's agents at all times while Buyer or
Buyer's Agents are on the Project); and (b) provide Seller with sufficient
evidence that Buyer and Buyer's Agents who are to enter upon the Project are
adequately covered by policies of insurance, issued by a carrier reasonably
acceptable to Seller, insuring Buyer and Seller against any and all liability
arising out of Buyer's or Buyer's Agents' entry upon and inspection of the
Project, including, without limitation, any loss or damage to the Property, with
coverage in the amount of not less than One Million Dollars ($1,000,000) per
occurrence. Buyer shall at its expense comply with all applicable federal, state
and local laws, statutes, rules, regulations, ordinances or policies in
conducting any inspection of the Project.

                           4.4.3    Buyer agrees to keep the Property free from
any liens arising out of any work performed, materials furnished or obligations
incurred by or on behalf of Buyer or Buyer's Agents with respect to any
Inspection of the Property. If any such lien at any time shall be filed, Buyer
shall cause the same to be discharged of record within twenty (20) days
thereafter by satisfying the same or, if Buyer in its discretion and in good
faith determines that such lien should be contested, by recording a bond which
causes the lien to be on the bond rather than on the Project. The provisions of
this Section 4.4.3 shall survive any termination of this Agreement.

                           4.4.4    If Buyer or Buyer's Agents wish to perform
any inspection which involves the removal or disturbance of any physical aspect
of the Project (such as environmental testing), they shall first submit to
Seller for its consent a written description of the proposed inspection, the
proposed dates for the inspection, a list of Buyer's Agents or contractors who
will conduct the inspection and such other information as may be reasonably
requested by

                                        5
<PAGE>

Seller regarding the nature and scope of such inspection. Seller's consent shall
not be withheld unreasonably. Buyer shall conduct any such inspection only at
the times and by the agents and contractors specified in Seller's consent.

                           4.4.5    Buyer hereby agrees to indemnify, defend and
hold harmless Seller and its officers, directors, members, employees,
contractors, agents, partners, affiliates, successors and assigns (collectively,
the "INDEMNITEES") from and against any and all claims, demands, causes of
action, suits, sums paid in settlement of any of the foregoing, judgments,
losses, damages, injuries, liabilities, penalties, enforcement actions, fines,
taxes, liens, encumbrances, costs or expenses (including, without limitation,
reasonable attorneys' fees) (collectively, "CLAIMS") arising from or relating to
the inspection, physical testing or activities conducted on the Project by Buyer
or Buyer's Agents. The provisions of this Section 4.4.5 shall survive the
Closing or any termination of this Agreement.

                           4.4.6    Buyer shall at its expense clean up and
repair any damage to the Project caused by Buyer or Buyer's Agents, in whatever
manner necessary, after Buyer's or Buyer's Agents' entry thereon so that the
Project shall be returned to the same condition that existed prior to Buyer's or
Buyer's Agents' entry thereon. The provisions of this Section 4.4.6 shall
survive any termination of this Agreement.

                           4.4.7    Buyer shall, at no cost to Seller (other
than Buyer's reasonable, out of pocket photocopying and delivery expenses, which
shall be reimbursed by Seller), provide Seller with a copy of any and all
reports and data that Buyer and/or Buyer's Agents discover, commission or
generate in connection with or resulting from their due diligence activities on
the Project (collectively, the "INFORMATION"). Seller expressly acknowledges and
agrees that any Information provided by Buyer to Seller shall be provided to
Seller without representation or warranty of any kind on the part of Buyer. All
Information shall be deemed confidential, and Buyer agrees that prior to the
Closing and without the prior written consent of Seller, which consent may be
withheld in Seller's sole and absolute discretion, Buyer will: (a) keep the
Information confidential, unless such Information is in the public domain or is
required to be disclosed by applicable law or judicial process, (b) use the
Information only in connection with Buyer's evaluation of the Property; and (c)
use reasonable efforts to safeguard the Information from unauthorized
disclosure; and (d) not disclose to any person (1) that the Information has been
made available to Buyer, (2) that Buyer has inspected any portion of the
Property, (3) that discussions with respect to the sale of the Property are
taking place, or (4) any other facts with respect to such discussions, including
the status thereof. Buyer shall indemnify the Indemnitees from and against any
and all Claims resulting from, arising out of or in connection with Buyer's
breach of its obligations under this Section 4.4.7. Notwithstanding the
foregoing, Buyer may disclose the Information to its attorneys, accountants and
other consultants, as necessary, in connection with Buyer's evaluation of the
Property. The provisions of this Section 4.4.7 shall survive any termination of
this Agreement.

                  4.5      Contingency Date; Buyer's Right to Terminate. Buyer
shall have the right to terminate this Agreement by notifying Seller of such
termination at any time before 5:00 p.m. pacific time on the Contingency Date
(defined in Exhibit C). If Buyer does not notify Seller that it intends to
proceed with the transaction contemplated hereunder before 5:00 p.m. pacific
time on the Contingency Date, Buyer shall be deemed to have notified Seller of
Buyer's election to

                                        6
<PAGE>

terminate this Agreement in accordance with the preceding sentence. Buyer shall
send a copy of its notice, if any, to Escrow Holder. If Buyer terminates or is
deemed to have terminated this Agreement in accordance with this Section 4.5,
this Agreement shall terminate, Escrow Holder shall pay to Seller the Initial
Deposit (less one half of the Escrow termination and title costs), Escrow Holder
shall return to the parties, respectively, the documents they have deposited
into Escrow and the parties shall have no further liability to one another
arising from this Agreement, except that the provisions of the following
Sections of this Agreement shall survive such termination and be enforceable by
the parties after termination: namely, Sections 4.4.3, 4.4.5, 4.4.6, 4.4.7, 4.5,
5.4, 5.5, 10.16, 10.17 and 10.20. If Buyer does not terminate or has not been
deemed to have terminated this Agreement pursuant to this Section 4.5, it shall
be deemed to have approved its due diligence investigation of the Property,
including, without limitation, all zoning, all laws, ordinances and regulations
pertaining to the Project and all geological and environmental matters
pertaining to the Property.

              ARTICLE 5. REPRESENTATIONS, WARRANTIES AND COVENANTS

                  5.1      Seller's Knowledge. All of Seller's representations
made below which are limited to Seller's knowledge are made to the present,
actual knowledge of Seller. As used herein, the present, actual knowledge of
Seller is limited solely to matters actually within the current, actual
knowledge with no duty of due diligence or inquiry of Jack Rader, the general
manager with respect to the Property or John Fox, the property manager with
respect to the Property. Neither person has undertaken or inquired into (having
no duty to undertake or to inquire into) any independent investigation or
verification of the matters set forth in any representation or warranty,
including without limitation an investigation or review of any documents,
certificates, agreements or information that may be in, or may hereafter come
into, the possession of Seller or any entity affiliated in any manner with
Seller. Buyer acknowledges that the individuals named above are named solely for
the purpose of defining and narrowing the scope of Seller's knowledge and not
for the purpose of imposing any liability on or creating any duties running from
such individuals to Buyer. Buyer covenants that it will bring no action of any
kind against such individuals related to or arising out of these representations
and warranties.

                  5.2      Seller's Representations and Warranties. Seller
represents and warrants the following to Buyer as of the date hereof.

                           5.2.1    Due Formation and Authorization. Seller is
duly organized and validly existing under the laws of the state of its formation
and has all requisite power, authority and legal right to execute, deliver and
perform the terms of this Agreement. This Agreement constitutes valid and
legally binding obligations of Seller enforceable in accordance with their
respective terms.

                           5.2.2    Consent. No consent, approval or
authorization by any individual or entity or any court, administrative agency or
other governmental authority is required in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
by this Agreement by Seller other than those consents, approvals and
authorizations which shall be obtained by Seller prior to Closing. The
consummation of the transactions contemplated by this Agreement will not result
in a breach of,

                                        7
<PAGE>

or constitute a default under, any mortgage, deed of trust, bank loan, credit
agreement or other instrument to which Seller is a party or by which Seller may
be bound or affected.

                           5.2.3    Leases. Attached as Exhibit E is a complete
and accurate schedule (the "SCHEDULE OF LEASES") of all leases and other rental
agreements affecting the Project to which Seller is a party or by which it is
bound as of the date hereof (the "LEASES"). True and complete copies of all
Leases have been delivered or made available to Buyer. Seller has not given or
received any notice of default under the Leases which have not been cured.

                           5.2.4    Service Contracts. Attached as Exhibit F is
a list of certain management, maintenance and service agreements pertaining to
the Project (the "SERVICE CONTRACTS"). Seller has delivered to Buyer copies of
all the Service Contracts.

                           5.2.5    Litigation. Seller has not received written
notice of any pending lawsuits and has no knowledge of any threatened lawsuits
affecting all or any material portion of Seller's interest in the Property,
including, but not limited to, judicial, municipal or administrative proceedings
in eminent domain, except as previously disclosed to Buyer in writing.

                           5.2.6    Employees. There are no employees of Seller
at the Property which Buyer will be obligated to employ following the Closing.

                           5.2.7    Operating Statements. Any operating
statements delivered to Buyer by Seller in connection with the transaction
contemplated hereunder are true and complete copies of operating statements
prepared by Seller in the ordinary course of its business.

                           5.2.8    Compliance With Laws. Seller has not
received any written notice from any governmental authority to the effect that
the Property is not in compliance with applicable laws in any material respect,
which noncompliance has not been remedied, except as disclosed to Buyer in
writing.

                           5.2.9    Incorrect Representation or Warranty. If
Buyer obtains knowledge prior to the Closing that any representation or warranty
of Seller herein is incorrect in any material respect, Buyer shall notify Seller
of such incorrectness on or before the date that is ten (10) days after Buyer
first obtains such knowledge (or the Closing Date, whichever is sooner). Upon
receiving such notification, Seller shall have the right take such action as
shall be necessary in order to render correct the representation or warranty
which was incorrect. If Seller fails to notify Buyer within ten (10) days after
receiving Buyer's notice (or the Closing Date, whichever is sooner) that Seller
intends to take such action, then Buyer's sole remedy, assuming that Buyer was
correct in stating that Seller's representation or warranty was materially
incorrect, shall be to terminate this Agreement by notice to Seller given within
five (5) days after the expiration of such ten (10) day period (or the Closing
Date, whichever is sooner), in which case Buyer shall be entitled to the return
of the Deposit; otherwise, Buyer shall be deemed to have waived any right to
terminate this Agreement or to recover from Seller on account of such
incorrectness. If Buyer obtains knowledge prior to the Closing that any
representation or warranty of Seller herein is incorrect in any material respect
but does not notify Seller as

                                       8
<PAGE>

provided above, Buyer will be deemed to have forever waived any right to recover
from Seller on account of such incorrectness.

                  5.3      Buyer's Representations, Warranties and Covenants.
Buyer hereby covenants and agrees with Seller as follows and represents and
warrants the following to Seller, which representations and warranties are true
and correct in all material respects as of the Effective Date and will be as of
the Closing.

                           5.3.1    Due Formation and Authorization. Buyer is
duly organized and validly existing under the laws of the state of its formation
and has all requisite power, authority and legal right to execute, deliver and
perform the terms of this Agreement. This Agreement constitutes valid and
legally binding obligations of Buyer enforceable in accordance with their
respective terms.

                           5.3.2    Authority. Buyer has the power and authority
to enter into this Agreement, to own the Property and to consummate the
transactions contemplated by this Agreement. This Agreement and all instruments,
documents and agreements to be executed by Buyer in connection herewith are, or
when delivered shall be, duly authorized, executed and delivered by Buyer and
valid, binding and enforceable obligations of Buyer. Each individual executing
this Agreement on behalf of Buyer represents and warrants to Seller that he or
she is duly authorized to do so.

                           5.3.3    Consent. No consent, approval or
authorization by any individual or entity or any court, administrative agency or
other governmental authority is required in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
by this Agreement by Buyer. The consummation of the transactions contemplated by
this Agreement will not result in a breach of, or constitute a default under,
any mortgage, deed of trust, bank loan, credit agreement or other instrument to
which Buyer is a party or by which Buyer may be bound or affected.

                  5.4      "AS-IS" Sale. EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 5.2 OF THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS
PURCHASING THE PROPERTY IN AN "AS-IS" CONDITION "WITH ALL FAULTS" AND WITHOUT
ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF
ANY NATURE WHATSOEVER FROM OR ON BEHALF OF SELLER, INCLUDING WITHOUT LIMITATION,
THOSE OF FITNESS FOR A PARTICULAR PURPOSE AND USE.

Buyer acknowledges that (1) Buyer has had and/or will have, pursuant to this
Agreement, an adequate opportunity to make such legal, factual and other
inquiries and investigation as Buyer deems necessary, desirable or appropriate
with respect to the Property, and (2) except as otherwise expressly set forth in
Section 5.2 of this Agreement, neither Seller, nor anyone acting for or on
behalf of Seller, has made any representation, warranty, promise or statement,
express or implied, to Buyer, or to anyone acting for or on behalf of Buyer,
concerning the Property or the condition, use or development thereof. Buyer
represents that, in entering into this Agreement, Buyer has not relied on any
representation, warranty, promise or statement, express or implied, of Seller,
or anyone acting for or on behalf of Seller, other than as expressly set forth

                                       9
<PAGE>

in Section 5.2 of this Agreement, and that Buyer shall purchase the Property
based upon Buyer's own prior investigation and examination of the Property. If
Buyer elects not to inspect the Property or to terminate this Agreement on or
before the Contingency Date, such election will be made at Buyer's sole
discretion, in reliance solely upon the tests, analyses, inspections and
investigations that Buyer makes, or had the right to make and opted not, or
otherwise failed, to make, and not in reliance upon any alleged representation
made by or on behalf of Seller. The provisions of this Section 5.4 shall survive
indefinitely any Closing or termination of this Agreement and shall not be
merged into the Closing documents.

                  5.5      Hazardous Materials Waiver. Buyer, on behalf of
itself, its successors and assigns, hereby releases the Indemnitees from and
against any and all Claims known or unknown, arising out of, related in any way
to the presence, misuse, use, disposal, release or threatened release of any
Hazardous Materials at the Project and any liability or Claim related to the
Project arising under the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act, and the Toxic Substance
Control Act, all as amended, or any other state, local, or federal environmental
law, rule or regulation. Buyer acknowledges that unknown and unsuspected
Hazardous Materials may hereafter be discovered on or about the Project, and
Buyer knowingly releases Seller from any and all liability related thereto.

The provisions of this Section 5.5 shall survive indefinitely any Closing or
termination of this Agreement and shall not be merged into the Closing
documents.

         "HAZARDOUS MATERIALS" means any chemical, substance, material,
controlled substance, object, condition, waste, living organisms or combination
thereof which is or may be hazardous to human health or safety or to the
environment due to its radioactivity, ignitability, corrosiveness, reactivity,
explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity,
infectiousness or other harmful or potentially harmful properties or effects,
including, without limitation, petroleum hydrocarbons and petroleum products,
lead, asbestos, radon, polychlorinated biphenyls (PCBs) and all of those
chemicals, substances, materials, controlled substances, objects, conditions,
wastes, living organisms or combinations thereof which are now or become in the
future listed, defined or regulated in any manner by any federal, state or local
law based upon, directly or indirectly, such properties or effects.

                  5.6      Material Defects. Buyer, on behalf of itself, its
successors and assigns, hereby releases the Indemnitees from and against any and
all Claims known or unknown, arising out of, or related in any way to the
condition of the Project, the condition of the structure of the Improvements or
any equipment, systems and appliances related thereto, including any heating,
ventilation, plumbing, electrical and air conditioning systems, wiring,
telecommunications systems, paving, roofing and other such aspects of the
Project (including without limitation any liability of Indemnitees for latent
defects or for claims under Sections 4.16.300 through 4.16.320 of the Revised
Code of Washington), the valuation, salability or utility of the Property, or
its suitability for any purpose what so ever. The provisions of this Section 5.6
shall survive indefinitely any Closing or termination of this Agreement and
shall not be merged into the Closing documents.

                                       10
<PAGE>

         To the fullest extent allowed by law, Buyer hereby waives any and all
rights and benefits which it now has, or in the future may have, by virtue of
any federal, state or local law restricting releases or waivers.

         Buyer acknowledges that it has consulted legal counsel of its choosing
with respect to the foregoing waivers and releases and further acknowledges that
the provisions of Sections 5.4, 5.5 and 5.6 have been fully negotiated and
agreed upon in light thereof.

                  R. M.                          A. W. T.
            -----------------                ----------------
            Seller's Initials                Buyer's Initials

                  5.7      Seller's Covenants.

                           5.7.1    Estoppel Certificates. Seller shall use
commercially reasonable efforts to deliver to Buyer on or before the Closing
(defined below) an estoppel certificate in the form of Exhibit H (a "TENANT
ESTOPPEL") executed by each tenant listed in the Schedule of Leases. In addition
to the foregoing, Seller shall use commercially reasonable efforts to obtain any
and all subordination, attornment and non-disturbance agreements required by
Buyer or its lender.

                           5.7.2    Lease Amendments. Between the date hereof
and the Closing, Seller shall not, without first obtaining Buyer's prior written
consent, enter into any new lease affecting the Project or any modification to
any Lease. Buyer shall not unreasonably withhold its consent and shall be deemed
to have consented to any lease or lease modification proposed by Seller if Buyer
neither approves nor rejects the same within three (3) business days of receipt
of Seller's written request for same, if the request includes a copy of the
proposed lease or modification. Upon Buyer's approval or deemed approval, Seller
shall be entitled to enter into such lease or lease modification, and at the
Closing, Buyer shall (1) credit Seller through Escrow with Buyer's pro-rata
share of all amounts Seller has paid by way of leasing commissions and tenant
improvements related to such leases or amendments, (2) assume in a manner
acceptable to Seller any liability of Seller for leasing commissions and tenant
improvements payable after the Closing relating thereto and disclosed in
Seller's request for approval (collectively, the "Buyer TI/LC Costs"), and (3)
receive a credit from Seller through Escrow equal to the amount of Seller's
pro-rata share of all Buyer TI/LC Costs. For the purposes of this Section 5.7.2
Buyer's pro-rata share shall be equal to a fraction which has as its numerator
the number of days left in the base term of the applicable Lease after the
Closing Date and which has as its denominator the number of days in the base
term of the Lease, and Seller's pro-rata share shall be a fraction equal to 1
minus the Buyer's pro-rata share. Notwithstanding the foregoing, Seller shall be
entitled to enter into an amendment (the "UNITED AMENDMENT") to the lease (the
"UNITED LEASE") of United Airlines, Inc. in the form of Exhibit P hereto without
Buyer's consent, provided that Seller shall not execute and deliver the United
Amendment until such time, if any, as the United Lease (as amended) shall have
been accepted by the applicable bankruptcy court or trustee.

                           5.7.3    Service Contracts. At Buyer'selection, made
on or before the Contingency Date by notice to Seller, Seller shall cause any
Service Contracts which are not terminable upon thirty (30) or fewer days notice
to be terminated upon the Closing at Seller's expense (any such Service
Contracts which Buyer shall have so elected to be terminated being

                                       11
<PAGE>

referred to herein as "SELLER CONTRACTS"). Seller shall, to the extent
assignable, assign its interest in the Service Contracts, other than any Seller
Contracts, to Buyer at Closing and Buyer shall assume Seller's obligations
thereunder. If Buyer does not so elect to require Seller to assign the Service
Contracts, Seller shall have the right to terminate the same as of the Closing
and Buyer shall have no responsibility therefor. Without Buyer's prior written
consent, which consent shall not be unreasonably withheld, between the Effective
Date and the Closing Date Seller shall not amend any of the Service Contracts
(other than any Seller Contracts) in any material way or become a party to any
new Service Contract unless any such contract is terminable without penalty on
or before the Closing Date.

                           5.7.4    Operation and Maintenance. Between the
Effective Date and the Closing Date, Seller shall (1) generally operate the
Project in the same manner in which Seller operated the Project prior to the
Effective Date (such operation obligations not including capital expenditures or
expenditures not incurred in the ordinary course of business) and (2) maintain
the Project in its present order and condition, and deliver the Project on the
Closing Date in substantially the same condition it is in on the Contingency
Date, reasonable wear and tear excepted and subject to Sections 6.1 and 6.2.

                           5.7.5    Insurance. Until the Closing, Seller shall
keep the Property insured against fire, vandalism and other loss, damage and
destruction to the same extent as it has customarily insured the same. Seller's
insurance policies shall not be assigned to Buyer at the Closing, and Buyer
shall be obligated to obtain its own insurance coverage from and after the
Closing.

                           5.7.6    Broker and Leasing Commissions. The
agreements identified on Exhibit I call for leasing commissions to be paid at
future dates contingent upon the happening of certain events under the Leases
listed on the Schedule of Leases, i.e., tenants' exercise of extension or
expansion options. At Closing, Buyer shall assume in a manner acceptable to
Seller any liability of Seller for any such leasing commissions. Subject to the
foregoing, prior to or on the Closing Date, Seller shall, at its sole cost and
expense, pay in full all outstanding brokerage and leasing commissions, finders'
fees or like sums pertaining to any and all Leases listed on the Schedule of
Leases.

                           5.7.7    Lease Correspondence. Seller shall notify
(any such notice being referred to herein as a "TENANT EVENT NOTICE") Buyer
within three (3) business days of Seller having sent or received: (i) any notice
of default pursuant to any Lease; (ii) any correspondence from any tenant under
the Leases clearly stating that such tenant intends to "go dark" or wishes to
renegotiate its Lease; and (iii) any notices of bankruptcy filings received with
respect to any Tenant other than United Airlines, Inc..

                           5.7.8    Rent Rolls. From the date hereof until the
Closing, Seller shall deliver to Buyer copies of its monthly rent roll with
respect to the Property.

                  ARTICLE 6. CONDEMNATION; DAMAGE, DESTRUCTION

                  6.1      Condemnation. In the event that all or any
substantial portion of the Project shall be taken in condemnation or under the
right of eminent domain prior to the Closing

                                       12
<PAGE>

Date, Seller shall promptly notify Buyer thereof. Within five (5) business days
after receipt of the foregoing notice, Buyer shall notify Seller and Escrow
Holder, electing either: (a) to proceed with this transaction and Closing in
accordance with this Agreement notwithstanding such condemnation; or (b) to
terminate this Agreement. If less than a substantial portion of the Project
shall be taken or if Buyer elects to proceed with this transaction pursuant to
clause (a) above, there shall be no reduction in the Purchase Price and Seller
shall (x) deliver to Buyer at the Closing, or as soon thereafter as available,
any proceeds actually received by Seller attributable to the Property from such
condemnation or eminent domain proceeding, and (y) transfer and assign to Buyer
at Closing any and all rights Seller may have with respect to payments by or
from and with respect to recovery against any party for damages or compensation
relating to the Property on account of such condemnation or eminent domain
proceeding. A failure by Buyer to notify Seller in writing within five (5)
business days after receiving written notice of such taking shall be deemed an
election to proceed under clause (a) in this subsection. If Buyer elects (or is
deemed to elect) to proceed under clause (a) in this subsection, Seller shall
not compromise, settle or adjust any claims to such award without Buyer's prior
written consent. For purposes of this provision, a "substantial portion" of the
Project shall be deemed to include (1) any taking of any portion of the office
building on the Land or the Land underlying the office building, (2) any taking
of the lesser of (A) five percent (5%) of the parking spaces for the Project, or
(B) such number of parking spaces as would leave the Project in violation of any
zoning ordinance, lease, reciprocal easement agreement or declaration of
covenants, conditions and restrictions affecting the Project, (C) any taking
which gives rise to a right on behalf of any tenant under a Lease to terminate
its Lease, and (D) any taking which materially alters the means of vehicular
access to the Project. In the event Buyer notifies Seller in timely fashion of
its election to terminate this Agreement pursuant to clause (b) above, such
termination shall have the same effect as a termination pursuant to Section 4.5.

                  6.2      Damage or Destruction. In the event of any damage to
or destruction of the Property prior to the Closing:

                           6.2.1    If (A) such damage or destruction is covered
by Seller's insurance, (B) the cost to repair or replace such damage or
destruction is less than or equal to Five Hundred Thousand Dollars ($500,000),
(C) such damage or destruction can with reasonable efforts be repaired within
one hundred eighty (180) days of the date on which such damage occurs, and (D)
no tenant or tenants under a Lease or Leases occupying more than 12,000 square
feet of the Project in the aggregate have the right as the result of such damage
or destruction to terminate the Lease of such tenant or tenants (other than a
right which has been previously waived or deemed waived by such tenant or
tenants). Seller shall have no obligation to repair such damage or destruction,
and the Closing nevertheless shall occur as otherwise provided for in this
Agreement, except that Seller shall, at Seller's option, either (A) perform any
necessary repairs, or (B) assign to Buyer upon the Closing all insurance
proceeds paid or payable to Seller in connection with such occurrences,
exclusive of any proceeds of business interruption or rent continuation
insurance paid to Seller prior to Closing, in which event Buyer shall receive a
credit against the Purchase Price equal to the amount of any deductible under
Seller's insurance applicable to such occurrences. If Seller elects to perform
repairs to the Property, Seller shall use reasonable efforts to promptly
complete such repairs, and the Closing Date shall be extended for a reasonable
time to allow for the completion of such repairs.

                                       13
<PAGE>

                           6.2.2    If (A) such damage or destruction is not
covered by Seller's insurance, (B) the cost to repair or replace such damage or
destruction exceeds Five Hundred Dollars ($500,000), (C) such damage or
destruction cannot with reasonable efforts be repaired within one hundred and
eighty (180) days of the date on which such damage occurs, or (D) any tenant or
tenants under a Lease or Leases occupying more than 35,000 square feet of the
Project in the aggregate have the right as the result of such damage or
destruction to terminate the Lease of such tenant or tenants (and such right has
not been previously waived or deemed waived by such tenant or tenants), then
Seller shall promptly notify Buyer and, within five (5) business days after
receipt of such notice, Buyer shall deliver written notice to Seller and Escrow
Holder, electing either: (x) to proceed with this transaction and Closing in
accordance with this Agreement notwithstanding such damage or destruction, in
which event Seller will have no obligation to repair such damage or destruction,
and the Closing shall occur as otherwise provided in this Agreement; in such
case, Seller shall assign to Buyer upon the Closing all insurance proceeds paid
or payable to Seller in connection with such occurrences, other than proceeds
expended prior to Closing in restoration and repair undertaken by Seller in its
sole discretion and any proceeds of business interruption or rent continuation
insurance paid to Seller prior to Closing, and Buyer shall receive a credit
against the Purchase Price equal to the amount of any deductible under Seller's
insurance applicable to such occurrences; or (y) to terminate this Agreement
which termination shall have the same effect as a termination under Section 4.5.
Buyer's failure to deliver either of such notices to Seller and Escrow Holder
within such five (5) business day period shall constitute Buyer's election to
proceed to Closing under clause (x) above.

                        ARTICLE 7. CONDITIONS TO CLOSING

                  7.1      Seller's Conditions to Closing. Seller's obligation
to close the transactions contemplated by this Agreement is conditioned on all
of the following, any or all of which may be waived by Seller in writing, at its
sole option:

                           7.1.1    All representations and warranties made by
Buyer in this Agreement shall be true and correct in all material respects on
and as of the Closing Date, as if made on and as of such date; and

                           7.1.2    Buyer shall have delivered the funds
required hereunder, including the balance of the Purchase Price, and all of the
documents required to be executed by Buyer and shall have performed in all
material respects all of its other obligations hereunder required to be
performed by the Closing Date, and complied with all conditions, required by
this Agreement to be performed or complied with by Buyer at or prior to the
Closing.

                  7.2      Buyer's Conditions to Closing. Buyer's obligation to
close the transactions contemplated by this Agreement is conditioned on all of
the following, any or all of which may be waived by Buyer in writing, at its
sole option:

                           7.2.1    All representations and warranties made by
Seller in this Agreement shall be true and correct in all material respects on
and as of the Closing Date, as if made on and as of such date, subject to any
updates to the representations made in Section 5.2.3

                                       14
<PAGE>

and 5.2.5 of which Seller notifies Buyer after the Effective Date and which
occur after the Effective Date.

                           7.2.2    Seller shall have delivered all of the
documents required to be delivered by Seller pursuant to Section 8.1.1 and shall
have performed in all material respects all of its other obligations, hereunder
required to be performed by the Closing Date and complied with all conditions,
required by this Agreement to be performed or complied with by Seller at or
prior to the Closing.

                           7.2.3    The Title Company shall be prepared to issue
its CLTA (or Washington equivalent) Owner's Policy of Title Insurance with
liability in the amount of the Purchase Price, showing title vested in Buyer and
subject only to the Permitted Exceptions (the "OWNER'S POLICY"). At its option,
Buyer may obtain an ALTA Owner's Policy of Title Insurance and/or endorsements
to the Owner's Policy, but the Closing shall be conditioned only on the Title
Company being prepared to issue the Owner's Policy.

                           7.2.4    Seller shall have terminated any management
agreement entered into by Seller with respect to the Property (any termination
fees arising from such termination being the sole responsibility of Seller).

                           7.2.5    Seller shall have obtained and delivered to
Buyer an estoppel certificate from (a) each tenant at the Property (each, a
"TENANT" and, collectively, the "TENANTS") occupying more than 5,000 square feet
at the Property (collectively, the "MAJOR TENANTS"), and (b) Tenants occupying,
in the aggregate, seventy-five percent (75%) of the square footage occupied by
all Tenants at the Property. Each Estoppel Certificate shall be substantially in
one of the following forms (each, an "APPROVED ESTOPPEL FORM"): (i) the form
provided in Exhibit H attached hereto; or (ii) in the case of any Tenants which
are governmental entities, the form commonly provided by such Tenants. Buyer
shall have the right to object, in its reasonable discretion, to any material
deviations from an Approved Estoppel Form contained in any Estoppel Certificate
by delivering written notice to Seller setting forth with specificity each of
Buyer's objections to such Estoppel Certificate ("BUYER'S ESTOPPEL OBJECTIONS").
If Buyer shall not have delivered such notice within three (3) business days of
Buyer's receipt of any Estoppel Certificate. Buyer shall be deemed to have
approved such Estoppel Certificate. Seller shall have the right to re-submit to
Buyer revised copies of any Estoppel Certificate to which Buyer shall have
objected. Any Estoppel Certificate objected to by Buyer in accordance with this
Section 7.2.5 shall not be counted toward the estoppel thresholds set forth in
the first sentence of this Section 7.2.5 until such time, if any, as Seller
shall have delivered a Seller Estoppel (defined below) with respect to the
applicable Lease or until such Estoppel Certificate shall have been (x) revised
to contain no material deviations from the Approved Estoppel form, or (y) been
approved or deemed approved by Buyer in accordance with this Section 7.2.5.
Seller shall have the right (but not the obligation) to deliver a certificate of
Seller (a "SELLER ESTOPPEL") with respect the Lease of any tenant, other than
the Major Tenants, for which no Tenant Estoppel Certificate has been approved or
deemed approved. Any Seller Estoppel Certificate delivered by Seller hereunder
shall be in substantially the form of the Seller Estoppel Certificate attached
hereto as Exhibit O and Seller's liability under such certificate shall be
subject to the limitations set forth in Section 9.3 of this Agreement. In the
event that the transactions contemplated by this Agreement shall close, Buyer
shall utilize commercially

                                       15
<PAGE>

reasonable efforts to obtain a Tenant Estoppel Certificate with respect to each
Lease for which Seller shall have delivered a Seller Estoppel (such reasonable
efforts obligations not including any obligation to institute legal proceedings
or to expend monies therefor). If Seller delivers a Seller Estoppel with respect
to a Lease pursuant to this Section 7.2.5 and Buyer or Seller later obtains or
otherwise receives a Tenant Estoppel Certificate with respect to such Lease
which confirms the information provided in the Seller Estoppel, Seller shall not
have any liability with respect to such Seller Estoppel previously delivered to
Buyer with respect to such Lease.

                           7.2.6    From the Contingency Date until the Closing
Date, no tenant occupying more than 12,000 square feet at the Property shall
have (i) terminated its Lease, (ii) sent to Seller or received from Seller a
notice of default under its Lease which default remains uncured, or (iii)
discontinued its operations at the Property, and no such tenant other than
United Airlines, Inc. shall have filed a voluntary petition or filed an answer
consenting to or otherwise acquiescing in or joining in any involuntary petition
filed against it under the U.S. Bankruptcy Code or any other bankruptcy or
insolvency law. Seller shall not have entered into the United Amendment except
as permitted under Section 5.7.2.

                           7.2.7    The portion of the Land described as
"REVISED LOT D" on Exhibit A shall have been subdivided into three (3) separate
lots and Seller shall have delivered to Buyer written evidence of the approval
of the subdivision by the appropriate governmental authorities or other
evidence, acceptable to Buyer in its reasonable discretion, that such
subdivision has been accomplished.

                           7.2.8    Any Tenant Event Notice due on or before the
Contingency Date shall have been delivered to Buyer on or before the Contingency
Date and any Tenant Event Notice due on or before the Closing Date shall have
been delivered to Buyer on or before the Closing Date.

                               ARTICLE 8. CLOSING

                  8.1      Deposits Into Escrow.

                           8.1.1    By Seller. At least one (1) business day
prior to the Closing Date, Seller shall deposit into Escrow:

                                    (a)      A deed in the form of Exhibit J
with respect to the Project, in recordable form (the "GRANT DEED");

                                    (b)      Two (2) original counterparts of a
Bill of Sale in the form of Exhibit K, duly executed by Seller, with respect to
the Tangible Personal Property, if any (The "BILL OF SALE");

                                    (c)      Two (2) original counterparts of an
Assignment and Assumption Agreement in the form of Exhibit L attached hereto,
duly executed by Seller, with respect to the Leases and the Service Contracts
(other than any Seller Contracts) (the "ASSIGNMENT AND ASSUMPTION AGREEMENT");

                                       16
<PAGE>
                                    (d)      Two (2) original counterparts of a
General Assignment in the form of Exhibit M, duly executed by Seller, with
respect to any warranties, guaranties and indemnities relating to the Property
(the "GENERAL ASSIGNMENT");

                                    (e)      A Real Estate Excise Tax Affidavit
and Notice of Use Tax Due;

                                    (f)      An affidavit or qualifying
statement which satisfies the requirements of Section 1445 of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder (the
"NON-FOREIGN AFFIDAVIT");

                                    (g)      An Owner's Statement in the form of
Exhibit N;

                                    (h)      Tenant Notice Letters, addressed to
each tenant at the Property, in a form to be provided by Buyer to Seller no
later than five (5) days prior to the Closing Date, which form shall be subject
to Seller's approval in its reasonable discretion; and

                                    (i)      Such documents of Seller which
authorize the sale of the Property to Buyer as are reasonably required by the
Title Company.

                           8.1.2    By Buyer. At least one (1) business day
prior to the Closing Date, Buyer shall deposit into Escrow:

                                    (a)      The balance of the Purchase Price
as required by Section 2.2.2;

                                    (b)      Two (2) original counterparts of
the Assignment and Assumption Agreement duly executed by Buyer;

                                    (c)      Two (2) original counterparts of
the General Assignment duly executed by Buyer;

                                    (d)      A Real Estate Excise Tax Affidavit;
and

                                    (e)      Such documents as are necessary to
fully authorize the purchase of the Property by Buyer as are reasonably required
by the Title Company.

                           8.1.3    Other Documents. Seller and Buyer shall each
deposit such other instruments and funds as are reasonably required by Escrow
Holder or otherwise required to close Escrow and consummate the sale of the
Property in accordance with the terms of this Agreement.

                           8.1.4    Deliveries Outside of Escrow. On or before
the Closing Date, Seller shall deliver to Buyer the following items, to the
extent they are in Seller's possession or under Seller's control:

                                    (a)      Combinations to any safes or other
security devises at the Property, any tenant insurance certificates, and
original executed Leases; and

                                       17

<PAGE>

                                    (b)      Except to the extent any of the
following are proprietary or confidential in nature, all records and files
relating to the management or operation of the Property including, without
limitation, all service contracts; all tenant files (including correspondence);
property tax bills and all calculations used to prepare statements of rental
increase under the Leases; and statements of common area charges, property taxes
and other charges which are paid by tenants at the Property;

                  8.2      Closing Costs.

                           8.2.1    Seller's Costs. Seller shall bear, and
Escrow Holder shall deduct from sums otherwise payable to Seller hereunder: (a)
all sales and use taxes, if any, which are required in connection with the
transfer of the Property to Buyer, (b) any county documentary transfer taxes and
any local documentary transfer taxes payable in connection with the transfer of
the Property to Buyer; (c) one half of Escrow Holder's fee; (d) all real estate
excise taxes or other charges payable as a result of the transfer of the
Property to Buyer; (e) the cost of the CLTA (or Washington equivalent) portion
of the premium for the Owner's Policy obtained by Buyer; (f) the recording fees
required in connection with the recordation of the Grant Deed, and (g) any
additional costs and charges customarily charged to sellers in accordance with
common escrow practices in the jurisdiction in which the Project is located.

                           8.2.2    Buyer's Costs. Buyer shall deposit with
Escrow Holder for disbursement by Escrow Holder: (a) One half of Escrow Holder's
fee; (b) the cost of the ALTA portion of the premium for the Owner's Policy
obtained by Buyer, if any, and the costs associated with any endorsements to the
Owner's Policy and all other title charges; (c) the costs of any due diligence
investigation conducted by or for the benefit of Buyer, including any
engineering, structural or environmental reports obtained by or on behalf of
Buyer pursuant to this Agreement; and (d) any additional charges customarily
charged to buyers in accordance with common escrow practices in the jurisdiction
in which the Project is located.

                  8.3      Prorations. The following shall be prorated and
adjusted between Seller and Buyer as of the Closing Date, except as otherwise
specified.

                           8.3.1    Taxes and Assessments. All non-delinquent
real estate, personal property and ad valorem taxes, assessments and bonds
payable with respect to the Property shall be prorated between Seller and Buyer
as of the Closing Date for the year in which the Closing is held on the basis of
the statements for such amounts for such year. If statements for the current
year are not available as of the Closing Date, the proration between Seller and
Buyer shall be made on the basis of the amounts due for the immediately prior
year and shall be subject to adjustment in cash after the Closing outside of
escrow within sixty (60) days after the bills for the applicable period are
received. If any tax assessment for the current or prior year is under protest,
the closing tax proration shall be re-prorated between Buyer and Seller at such
time as there is a final determination on such protest.

                           8.3.2    Income and Expenses. Income from the
Property other than Rents (as defined below), and ordinary operating expenses
incurred by Seller with respect to the Property, shall be prorated between
Seller and Buyer as of the Closing Date. Seller shall be entitled to such income
and responsible for such expenses through the day prior to the Closing

                                       18

<PAGE>

Date and Buyer entitled to such income and responsible for such expenses for the
Closing Date and thereafter. Such expenses include, without limitation, utility
charges, the cost of Service Contracts assigned at Closing to Buyer, and sewer,
janitorial, cleaning and maintenance costs. Any income or expense which cannot
be ascertained with certainty as of the Closing Date shall be prorated on the
basis of the parties' reasonable estimates of such amounts and shall be the
subject of a final proration as soon thereafter as the precise amounts can be
ascertained, but in no event later than sixty (60) days after the Closing.
Seller and Buyer shall each cooperate with the other diligently and promptly to
correct any errors in computations or estimates under this Section 8.3.2 and
shall promptly pay to the party entitled thereto any refund, credit or other
payment necessary to comply with this Section 8.3.2 on demand therefor.

                           8.3.3    Rents. Rents under the Leases, including
fixed rent, additional rent and operating expense pass-throughs (collectively,
"RENTS"), shall be addressed in the manner set forth in this subsection. All
prepaid Rents for any period subsequent to the Closing Date shall be credited to
Buyer at Closing. All collected Rents for the month in which the Closing occurs
shall be prorated as of the Closing Date. All Rents which are due but
uncollected as of the Closing Date (the "DELINQUENT RENTS") shall not be
prorated at Closing, but shall be paid to the party entitled to receive such
Delinquent Rents upon receipt of same by either Seller or Buyer after Closing.
Buyer agrees to use good faith and commercially reasonable efforts to collect
Delinquent Rents from each tenant remaining in possession of its space under a
Lease. Any and all amounts received by Buyer after the Closing Date from any
party owing Delinquent Rents shall be paid and applied as follows: first, to
Buyer's reasonable collection costs (including reasonable attorneys' fees)
incurred (after the Closing Date only); second, to Delinquent Rents for the
month in which the Closing occurs (which sums shall, upon such collection, be
prorated between Seller and Buyer as though collected prior to Closing); third,
to Buyer for Rents due for the then current month; fourth, to Buyer for due but
unpaid Rents accruing after the Closing Date, to be applied in the inverse of
the order incurred (i.e., the most recently incurred Rents paid first); and
finally, to Seller for Delinquent Rents for the period prior to the month of
Closing. The parties agree that they shall provide a final accounting and
reconciliation of all Delinquent Rents within thirty (30) days after Closing.
Notwithstanding the foregoing, Seller shall be entitled to receive or retain any
Delinquent Rents which are paid pursuant to or as a result of that certain
motion captioned "DEBTORS' MOTION FOR AN ORDER APPROVING AND AUTHORIZING PAYMENT
UNDER THE AGREED-UPON STUB RENT PROCEDURES" filed on July 28, 2003 in Case No.
02-B-48191 in the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division.

                           8.3.4    Security Deposits. Buyer shall receive a
credit for all security deposits reflected as owing in the Leases which are held
by Seller as of the Closing. However, if any tenant security deposit is in the
form of a letter of credit, promissory note or similar instrument (any such
security deposits being referred to herein as "NONCASH SECURITY DEPOSITS"),
Seller shall use commercially reasonable efforts to cause such letter of credit,
promissory note or other instrument to be assigned and transferred to Buyer no
later than sixty (60) days after the Closing, and there shall be no credit
against the Purchase Price at Closing with respect to any such tenant security
deposit. An amount equal to the amount of any Noncash Security Deposits shall
remain in Escrow until such time as the Noncash Security Deposits have been
assigned or transferred to Buyer, at which time such amounts shall be
immediately released by Escrow Holder to Seller.

                                       19

<PAGE>

                           8.3.5    Seller's Insurance. Seller may cancel its
existing polices of insurance relating to the Property as of the Closing Date,
and Seller shall be entitled to any refund of premiums prepaid thereon.

                           8.3.6    Prorations Statement. Seller and Buyer
shall, no later than one (1) business day before the Closing Date, prepare a
statement containing all of the prorations of income and expenses required
hereunder, and shall prepare and deliver a final statement to Escrow Holder no
later than 10:00 a.m. pacific time on the Closing Date. Each of Buyer and Seller
shall act reasonably and in good faith in preparing such statement, and Seller
shall provide the backup for the items in such statement as shall be reasonably
requested by Buyer.

                           8.3.7    Survival. The provisions of this Section 8.3
shall survive the Closing.

                  8.4      Closing of Escrow.

                           8.4.1    Closing. The close of escrow for the
transaction contemplated hereunder (the "CLOSING") shall take place on the
Closing Date. In the event that the transaction contemplated by this Agreement
fails to close by the Closing Date (as may be extended pursuant to the terms of
this Agreement), this Agreement, and all of Buyer's rights with respect to the
acquisition of the Property, shall terminate, the parties shall have the rights
and obligations as provided in Article 9, and Escrow Holder shall return to the
parties, respectively, the documents they have deposited into Escrow.

                           8.4.2    Closing Agent. Escrow Holder shall comply
with all applicable federal, state and local reporting and withholding
requirements relating to the close of the transactions contemplated herein.
Without limiting the foregoing, pursuant to Section 6045 of the Internal Revenue
Code, Escrow Holder shall be designated the "closing agent" hereunder and shall
be solely responsible for complying with the Tax Reform Act of 1986 with regard
to reporting all settlement information to the Internal Revenue Service.

                           8.4.3    Procedure. To Close the Escrow, Escrow
Holder shall:

                                    (a)      Cause the Grant Deed to be recorded
and as soon as possible thereafter cause the recorded Grant Deed to be mailed to
Buyer and deliver the Owner's Policy, Non-Foreign Affidavit and an executed
counterpart of each of the Bill of Sale, General Assignment and Assignment and
Assumption Agreement to Buyer; and

                                    (b)      Deliver to Seller an executed
counterpart or the Bill of Sale, General Assignment, and Assignment and
Assumption Agreement, and, by wire transfer of federal funds deliver to Seller
the Purchase Price, plus or minus any net debit or credit to Seller by reason of
the prorations and allocations of closing costs provided for in this Agreement.

                  8.5      Possession. Subject to all Leases and the Permitted
Exceptions, possession of the Property (including, without limitation, all keys
to the Property in Seller's possession) shall be delivered to Buyer upon
Closing.

                                       20

<PAGE>

                         ARTICLE 9. BREACH OF AGREEMENT.

                  9.1      Seller's Termination. Seller shall have the right to
terminate this Agreement and the Escrow upon notice to Buyer if any of the
following occurs: (1) Buyer commits a material breach of this Agreement; or (2)
any condition precedent to Seller's obligations to close contained in Section
7.1 has not been satisfied or waived by Seller in writing by the Closing Date.

                  9.2      Seller's Remedies; Liquidated Damages. BUYER AND
SELLER AGREE THAT IN THE EVENT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY
BUYER WHICH RESULTS IN THE FAILURE OF ESCROW TO CLOSE OR IN THE EVENT OF BUYER'S
FAILURE TO TIMELY MAKE ANY DEPOSIT PURSUANT TO SECTION 2 HEREOF, THE DAMAGES TO
SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. IN SUCH
EVENT, THE PARTIES AGREE THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE
DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULT OR BREACH. SAID
AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES TO SELLER FOR SUCH
DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER AND SELLER'S SOLE REMEDY THEREFOR.
HOWEVER, THIS SECTION SHALL NOT LIMIT SELLER'S RIGHTS TO RECEIVE REIMBURSEMENT
FOR ITS ATTORNEYS' FEES, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S
INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT (WHICH ARE NOT
LIMITED BY THIS SECTION 9.2). THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED
TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

                               Initials of Buyer:           Initials of Seller:

                               _____________________        ____________________

                                      A.W.T.                           R.M.
                               _____________________        ____________________

                  9.3      Buyer's Remedies. In the event the purchase and sale
of the Property is not consummated because of a material default by Seller, and
provided that Buyer is not in default hereunder, Buyer shall be entitled either
(a) to terminate this Agreement and to the return of the Deposit, or (b) to seek
specific performance of Seller's obligation to sell the Property to Buyer. These
remedies are mutually exclusive and Buyer must elect, by notice to Seller and
Escrow Holder, which of these remedies it wishes to pursue no later than thirty
(30) days after the date scheduled for the Closing Date. If Buyer elects to
terminate this Agreement pursuant to clause (a), Buyer shall be entitled to seek
damages caused by Seller's breach, which shall (i) be limited to the actual,
out-of-pocket third party costs incurred by Buyer in connection with the
transaction contemplated hereby, and (ii) in no event exceed One Hundred
Thousand Dollars ($100,000). Seller shall have no liability to Buyer under any
circumstances for any consequential or punitive damages. Notwithstanding
anything to the contrary herein, Buyer shall not seek a personal judgment
against Seller for any Claims under or related to this Agreement or the
Property. Any judgment shall be limited to Seller's interest in the Property.
Under no circumstances shall Buyer have the right, and Buyer hereby waives any
right it may have, to record a lis pendens or notice of any lawsuit against the
Project or any portion thereof.

                                       21

<PAGE>

                  9.4      Seller's Maximum Aggregate Liability; Claims Period.
Notwithstanding any provision to the contrary contained in this Agreement or any
documents executed by Seller pursuant hereto or in connection herewith, the
maximum aggregate liability of Seller under this Agreement and any and all
documents executed pursuant hereto or in connection herewith (including, without
limitation, the breach of any representations and warranties of Seller contained
in such documents) for which a claim is timely made by Buyer shall not exceed
Fifty Thousand Dollars ($50,000). Any action, suit or proceeding brought by
Buyer against Seller arising from or related to this Agreement must be commenced
and served, if at all, on or before the date which is six (6) months after the
date scheduled for the Closing Date.

                  9.5      Buyer's Termination. Buyer shall have the right to
terminate this Agreement and the Escrow upon notice to Seller if any condition
precedent to Buyer's obligation to close contained in Section 7.2 has not been
satisfied or waived by Buyer in writing by the Closing Date. Buyer shall send a
copy of such notice, if any, to Escrow Holder. If Buyer terminates or is deemed
to have terminated this Agreement in accordance with this Section 9.5, this
Agreement shall terminate, Escrow Holder shall pay to Buyer the Deposit (less
one half of any Escrow termination and title costs), Escrow Holder shall return
to the parties, respectively, the documents they have deposited into Escrow and
the parties shall have no further liability to one another arising from this
Agreement except for those provisions which expressly survive termination of
this Agreement. Notwithstanding the foregoing, in the event that the conditions
precedent set forth in Sections 7.2.5 [estoppels] or 7.2.7 [subdivision] shall
not have been satisfied on or before the Closing Date, Seller shall have the
right, by delivering written notice to Buyer, to adjourn the Closing and extend
the Closing Date for up to fourteen (14) days in order to cause such conditions
to be satisfied.

                         ARTICLE 10. GENERAL PROVISIONS

                  10.1     Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.

                  10.2     Entire Agreement. This Agreement contains the entire,
integrated agreement between the parties respecting the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings and
agreements, whether oral or in writing, between the parties respecting the
subject matter of this Agreement. There are no representations, agreements,
arrangements or understandings, oral or in writing, between the parties to this
Agreement relating to the subject matter of this Agreement which are not fully
expressed in this Agreement. The terms of this Agreement are intended by the
parties as a final expression of their agreement with respect to those terms and
they may not be contradicted by evidence of any prior or contemporaneous
agreement.

                  10.3     Counsel; Construction. Each party has received
independent legal advice from its attorneys with respect to the advisability of
executing this Agreement and the meaning of the provisions hereof. The
provisions of this Agreement shall be construed as to their fail meaning, and
not for or against any party based upon any attribution to such party as the
source of the language in question. Headings used in this Agreement are for
convenience of reference only and shall not be used in construing this
Agreement.

                                       22

<PAGE>

                  10.4     Choice of Law. This Agreement and the rights and
obligations of the parties hereto shall be governed by and construed and
enforced in accordance with the laws of the State of Washington, exclusive of
the conflict of laws principles of such state. The parties consent to
jurisdiction of the state courts located in King County, Washington in the event
of any litigation arising out of this Agreement.

                  10.5     Severability. If any term, covenant, condition or
provision of this Agreement, or the application thereof to any person or
circumstance, to any extent shall be held by a court of competent jurisdiction
to be invalid or unenforceable, the remainder of the terms, covenants,
conditions or provisions of this Agreement, or the application thereof to any
person or circumstance, shall remain in full force and effect.

                  10.6     Waiver of Covenants, Conditions or Remedies. Either
Buyer or Seller may waive any breach of the terms and conditions hereof by the
other party only by a written statement to that effect signed by the waiving
parties, such waiver shall not constitute a continuing waiver of similar or
other breaches of the terms and conditions hereof. All remedies, rights,
undertaking, obligations and agreements contained herein shall be cumulative and
not mutually exclusive.

                  10.7     Business Day. As used herein, "business day" means
any calendar day except a Saturday, Sunday or federal holiday and those days on
which financial institutions in the State of Washington are closed.

                  10.8     Exhibits and Schedules. All exhibits and schedules
listed as such in the Table of Contents are attached hereto and are incorporated
by reference into this Agreement.

                  10.9     Amendment. This Agreement may be amended solely by
the written agreement of Buyer and Seller.

                  10.10    Relationship of Parties. The parties agree that their
relationship is that of seller and buyer, and that nothing contained herein
shall make either party the agent or legal representative of the other for any
purpose whatsoever, nor shall this Agreement be deemed to create any form of
business organization between the parties hereto, nor is either party granted
any right or authority to assume or create any obligation or responsibility on
behalf of the other party, nor shall either party in any way be liable for any
debt of the other.

                  10.11    No Third-Party Benefit. This Agreement is intended to
benefit only the parties hereto and no other person or entity has or shall
acquire any rights hereunder.

                  10.12    Time of the Essence. Time shall be of the essence as
to all dates and times of performance, whether contained herein or contained in
any escrow instructions to be executed pursuant to this Agreement.

                  10.13    Further Acts. Each party agrees without further
consideration to perform any further acts and to execute, acknowledge and
deliver any documents which may be reasonably necessary to carry out the
provisions of this Agreement.

                                       23

<PAGE>

                  10.14    No Recording. Buyer shall not record this Agreement,
any memorandum of this Agreement, any assignment of this Agreement or any other
document which would cause a cloud on the title to the Property.

                  10.15    Assignment. Buyer shall not assign Buyer's rights or
delegate its obligations hereunder without the prior written consent of Seller
in each instance, which consent Seller may withhold its sole and absolute
discretion. Notwithstanding the foregoing, Buyer may assign its interest herein
to a limited partnership, limited liability company, corporation or other entity
that is managed or controlled by Buyer. Such assignment shall be effective upon
written notice to Seller and shall not relieve the Buyer of its obligations
hereunder. Any attempted assignment or delegation in violation of this Section
10.15 without the prior written consent of Seller shall be void, and the
purported assignee shall not have any rights hereunder. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the permitted successors and assigns of the parties to this Agreement.

                  10.16    Attorneys' Fees. If any action is brought by either
party against the other party, relating to or arising out of this Agreement, the
transaction described herein or the enforcement hereof, the prevailing party
shall be entitled to recover from the other party reasonable attorneys' fees,
costs and expenses incurred in connection with prosecution or defense of such
action. For purposes of this Agreement, the term "attorneys' fees" or
"attorneys' fees and costs" shall mean the fees and expenses of counsel to the
parties hereto, which may include printing, photocopying, duplicating and other
expenses, air freight charges, and fees billed for law clerks, paralegals and
other persons not admitted to the bar but performing services under the
supervision of any attorney, and the costs and fees incurred in connection with
the enforcement, collection or appeal of any judgment obtained in any such
proceeding. The provisions of this Section 10.16 shall survive the entry of any
judgment, and shall not merge or be deemed to have merged into any judgment.

                  10.17    Brokers. Buyer and Seller each represents and
warrants to the other (a) it has not dealt with any brokers or finders in
connection with the purchase and sale of the Property other than GVA Kidder
Matthews ("GVA"), who will be entitled to a broker fee from Seller in the amount
of $1,248,000 (the "Broker Fee") pursuant to the terms and conditions of a
separate written agreement between GVA and Seller and Triple Net Properties
Realty, Inc., a California corporation ("TNPRI"), who will be entitled to a
broker fee from GVA pursuant to a separate written agreement between GVA and
TNPRI, and (b) insofar as such party knows, no broker or other person is
entitled to any commission or finder's fee in connection with the purchase and
sale of the Property. Seller shall receive a credit for and Buyer shall deposit
into Escrow at Closing an amount equal to any additional costs incurred by
Seller resulting from the increase of the Purchase Price by an amount equal to
the Broker Fee. Seller and Buyer each agree to indemnify and hold harmless the
other against any Claim incurred by reason of any brokerage fee, commission or
finder's fee which is payable or alleged to be payable to any broker or finder
because of any agreement, act, omission or statement of the indemnifying party.
The provisions of this Section 10.17 shall survive the Closing or any
termination of this Agreement.

                  10.18    Notices. Any notice or election required or permitted
to be given by any party hereto upon any other party shall be deemed given in
accordance with the provisions of this Agreement when addressed to Seller or
Buyer, as the case may be, at the respective addresses set

                                       24

<PAGE>

forth below. Notices shall be transmitted, or delivered as follows: (1) personal
delivery, (2) express or courier service, (3) facsimile, provided that an
original copy is transmitted by the United States Postal Service or express or
courier service, or (4) mailed in a sealed wrapper by United States registered
or certified mail, return receipt requested, postage prepaid. Notices shall be
deemed to be delivered the earlier of (a) the date received, (b) one (1)
business day after deposit with an express or courier service, or (c) three (3)
business days after deposit in the United States Postal Service mail, registered
or certified mail, postage prepaid.

                         Seller's Address for Notice:

                               IntraRock l, LLC
                               2505 Second Avenue, Suite 300
                               Seattle, Washington 98121
                               Attention: R. Michael Miller
                               Facsimile: (206) 443-0792

                         with a copy to:

                               Rockwood Capital Corporation
                               Two Embarcadero Center, 23rd Floor
                               San Francisco, California 94111
                               Attn: John Taylor and Tyson Skillings
                               Facsimile: (415)788-7054

                         with a copy to:

                               Paul, Hastings, Janofsky & Walker LLP
                               55 Second Street, 24th Floor
                               San Francisco, California 94105
                               Attn: Charles V. Thornton and Scott D. Hettema
                               Facsimile: (415) 856-7100

                         Buyer's Address for Notice:

                               Anthony W. Thompson
                               Triple Net Properties, LLC
                               1551 N. Tustin Avenue, Suite 200
                               Santa Ana, California 92705
                               Facsimile: (714) 667-6860

                         with a copy to:

                               Louis J. Rogers, Esquire
                               Hirschler Fleischer
                               701 East Byrd Street, 15th Floor
                               Richmond, Virginia 23219
                               Facsimile: (804) 644-0957

                                 25
<PAGE>

Any party hereto may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties hereunder, in the
manner above specified.

                  10.19 Mutual Waivers of Jury Trial and Certain Damages. BUYER
AND SELLER EACH HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER RELEASES,
WAIVES AND RELINQUISHES ANY AND ALL RIGHT TO TRIAL BY JURY AND ALL RIGHT TO
RECEIVE PUNITIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES FROM THE OTHER (OR ANY
PAST OR FUTURE BOARD MEMBER, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE, MEMBER,
PARTNER, AGENT, REPRESENTATIVE OR ADVISOR OF THE OTHER) IN ANY CLAIM, DEMAND,
ACTION, SUIT, PROCEEDING OR CAUSE OF ACTION IN WHICH BUYER OR SELLER IS A PARTY,
WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES
TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
AND WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: THIS AGREEMENT;
ANY PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO
THIS AGREEMENT; ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS
AGREEMENT; THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER
THIS AGREEMENT; OR THE ENFORCEMENT OF THIS AGREEMENT. BUYER AND SELLER AGREE
THAT THIS AGREEMENT CONSTITUTES WRITTEN CONSENT THAT TRIAL BY JURY SHALL BE
WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF
ACTION AND AGREE THAT BUYER AND SELLER EACH HAS THE RIGHT AT ANY TIME TO FILE
THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT IN WHICH ANY SUCH CLAIM,
DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION MAY BE PENDING AS
STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY CONSTITUTES WRITTEN CONSENT
THAT TRIAL BY JURY SHALL BE WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT,
PROCEEDING OR OTHER CAUSE OF ACTION AND AGREE THAT BUYER AND SELLER EACH HAS THE
RIGHT AT ANY TIME TO FILE THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT IN
WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION
MAY BE PENDING AS STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.

                  10.20 Cooperation With S-X 3-14 Audit. If Buyer assigns its
rights under this Agreement to a publicly registered company promoted by the
Buyer, such assignee may be required to make certain filings with the Securities
and Exchange Commission (the "SEC FILINGS") related to the most recent
pre-acquisition fiscal year (the "AUDITED YEAR") for the Property. Seller agrees
to deliver to such assignee such information and execute such documents or
instruments as may be necessary or appropriate to complete such SEC Filings
including, without limitation, the SEC Audit Items (defined below) in Seller's
possession or control, provided that (i) Seller's cooperation in such regard
shall be at no additional cost, expense or liability whatsoever to Seller, (ii)
no additional delays in the scheduled Closing Date are caused by such exchange,
and (iii) Seller shall not be required to deliver any information which Seller
deems to be proprietary or confidential. As used herein, "SEC AUDIT ITEMS"
means, collectively: (1) Seller's bank statements for the Audited year; (2)
Seller's rent roll as of the end of the Audited Year; (3) Seller's operating
statements for the Audited Year; (4) Seller's general

                                       26

<PAGE>

ledger for the Audited Year; (5) Seller's Cash receipts schedule for each month
in the Audited Year; (6) invoices for expenses and capital improvements with
respect to the Property in the Audited Year; (7) Copies of Seller's insurance
documentation with respect to the Property for the Audited Year; and (8) Copies
of Seller's 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. This Section 10.20 shall survive the Closing.

                  10.21 Notwithstanding anything to the contrary contained in
this Agreement, in accordance with Treasury Regulations Section 1.601
1-4(b)(3)(iii), the parties hereto (and each employee, representative, or other
agent of any party hereto may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including opinions
or other tax analyses) that are provided to any party hereto relating to such
tax treatment and tax structure. However, any information relating to tax
treatment or tax structure shall remain subject to any confidentiality
provisions of this Agreement (and the preceding sentence shall not apply) to the
extent, but only to the extent, reasonably necessary to enable the parties
hereto to comply with applicable securities laws. For purposes of this Section
10.21, "tax structure" means any fact that may be relevant to understanding the
federal income tax treatment of the transaction.

                            (Signature page follows)

                                       27

<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the Effective Date.

                       SELLER:

                       INTRAROCK 1,LLC,
                       a Delaware limited liability company

                       By    SPACE CENTER EAST, LLC,
                             a Washington limited liability company,
                             its manager

                             By   INTRACORP REAL ESTATE, L.L.C.,
                                  a Wyoming limited liability company,
                                  its sole member

                                  By  INTRACORP SEATTLE INVESTMENTS, L.L.C.,
                                      a Nevada limited liability company,
                                      its manager

                                      By  /s/ R. Michael Miller
                                          ---------------------
                                      Name:  R. Michael Miller
                                      Title: Manager
                                      Date: 09/26/03

                       BUYER:

                       TRIPLE NET PROPERTIES, LLC
                       a Virginia limited liability company

                       By:    /s/ Anthony W. Thompson
                           --------------------------
                       Name: Anthony W. Thompson
                       Title: President
                       Date: 09/30/03

                      (Agreement of Escrow Holder Follows)

                                       28

<PAGE>

                                  ESCROW HOLDER

         The undersigned hereby agrees to act as the Escrow Holder pursuant to
the foregoing Agreement.

                              FIRST AMERICAN TITLE
                              INSURANCE COMPANY

                              By: ____________________________________
                              Name: __________________________________
                              Title: _________________________________
                              Dated: _________________________________

                              ________________________________________

                                       2101 4th Avenue, Suite 800
                              Address: Seattle, Washington 98121
                              ________________________________________
                              ________________________________________
                              ________________________________________
                               Attn:      Mike Cooper
                               Phone:     ____________________________
                               Facsimile: ____________________________

                                       29