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                                                                   EXHIBIT 10.02

                        FIRST AMENDMENT AND REINSTATEMENT
                                       TO
                                CONTRACT OF SALE

      This FIRST AMENDMENT AND REINSTATEMENT TO CONTRACT OF SALE("Amendment") is
made and entered into as of May 18,2004 ("Amendment Date"), by and among by and
between 1910 PP LIMITED PARTNERSHIP, a Texas limited partnership ("Seller"), and
TRIPLE NET PROPERTIES LLC, a Virginia limited liability company ("Buyer").

                                    RECITALS:

A.    Seller and Buyer are parties to that certain Contract of Sale dated
      effective as of March 1, 2004 for the purchase and sale of the Property
      described therein ("Contract").

B.    By letter from counsel dated March 31, 2004, Buyer terminated the
      Contract according to its terms.

C.    Seller and Buyer desire to reinstate and amend the Contract as set forth
      below.

                                   AGREEMENTS:

      NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and
the mutual agreements herein contained, and in reliance thereon, Seller and
Buyer hereby agree as follows:

1.    DEFINED TERMS. Except as expressly defined in this Amendment, all
      capitalized terms have the meaning(s) assigned in the Contract.

2.    REINSTATEMENT. Seller and Buyer hereby reinstate, ratify, and confirm the
      Contract, as amended by this Amendment, as if it had not been terminated.

3.    ADDITIONAL EARNEST. Buyer shall deliver the Additional Earnest Money to
      the Title Company within one (1) business day of the Amendment Date.

4.    FEASIBILITY PERIOD. Buyer acknowledges that the Feasibility Period has
      expired and that Buyer has waived any right to terminate the Contract
      pursuant to Section 5 of the Contract. Any and all objections with respect
      to the Feasibility Study are hereby waived by Buyer for all purposes.

5.    ADDITIONAL RENT. The sentence is Section 4 (a) which read: "Buyer shall
      deliver bills to each tenant for Additional Rents by no later than APRIL
      1, 2004 and Buyer shall use commercially reasonable efforts to pursue
      collection of such bills." Is hereby deleted in its entirety and amended
      to read: "Buyer shall deliver bills to each tenant for Additional Rents by
      no later than APRIL 1, 2005 and Buyer shall use commercially reasonable
      efforts to pursue collection of such bills."

6.    TITLE AND SURVEY. Buyer acknowledges that Buyer has approved matters of
      title and survey and that Buyer has waived any right to terminate the
      Contract pursuant to Section 6(a) of the Contract.

7.    PARKING LEASE ESTOPPEL: Seller shall use commercially reasonable efforts
      to cause to be delivered to Buyer an estoppel certificate and consent, in
      substantially the form attached hereto as ANNEX 1, ("Parking Estoppel")
      from the successor in interest of First City Associates a Texas limited
      partnership, as Lessor pursuant to (a) that certain Parking Garage Lease
      Agreement dated May 31, 1983, as memorialized in Memorandum of Parking
      Garage Lease Agreement recorded August 11,

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      1983 in Volume 83157, Page 3808 of the Deed Records of Dallas County
      Texas; and (b) the Parking Agreement dated as of May 31,1983
      ("Parking Agreement") recorded August 11,1983 in Volume 83157, page 4996
      of the Deed Records of Dallas County, Texas, Seller shall not be in
      default under this Agreement or have any liability to Buyer if Seller is
      unable to obtain the Parking Estoppel. Obtaining the Parking Estoppel
      shall not be a condition precedent to Closing. The obligation of Seller to
      use commercially reasonable efforts to obtain the Parking Estoppel shall
      survive Closing.

8.    CLOSING DATE. The Closing Date shall be May 26,2004.

9.    ASSIGNMENT OF CONTRACT. Buyer hereby assigns, transfers, conveys, and
      delivers, unto GREIT - PACIFIC PLACE, LP, a Delaware limited partnership
      ("GREIT"), all of Buyer's right, title, and interest in and to the
      Contract and this Amendment. GREIT hereby assumes all of the liabilities,
      obligations, duties, and responsibilities of Buyer with respect to the
      terms and conditions of the Contract and this Amendment.

10.   MISCELLANEOUS.

      (a)   Except as reinstated and amended by this Amendment, the Contract
            remains effective in accordance with its terms. Any and all of the
            terms and provisions of the Contract are hereby amended and modified
            where necessary, and even though not specifically addressed herein,
            so as to conform to the amendments and modifications set forth in
            this Amendment.

      (b)   All references to "Sections" contained in this Amendment are, unless
            specifically indicated otherwise, references to articles, sections,
            subsections, and paragraphs of the Contract.

      (c)   This Amendment may be executed in a number of identical
            counterparts, and a facsimile transmission shall be binding on the
            party or parties whose signatures appear thereon. If so executed,
            each of such counterparts is to be deemed an original for all
            purposes, and all such counterparts shall, collectively, constitute
            one reinstatement and amendment, but in making proof of this
            Amendment, it shall not be necessary to produce or account for more
            than one such counterpart.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                           SIGNATURE PAGE(S) FOLLOWS.

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EXECUTED by the undersigned to be effective for all purposes as of the Amendment
Date.

                                 SELLER:

                                 1910 PP LIMITED PARTNERSHIP,
                                 an Texas limited partnership

                                 By: 1910 Pacific Plane, Inc.
                                     a Delaware corporation, its general partner

                                     ___________________________________________
                                     Name: Charles Schouten,
                                     Title: President
                                     Date signed: May____, 2004

                                 BUYER:

                                 TRIPLE NET PROPERTIES, LLC, a Virginia
                                 limited liability company

                                 By: /s/ Tony Thompson
                                     ___________________________________________
                                     Name: Anthony W. Thompson
                                     Title: President
                                     Date signed: May 18, 2004

                                 GREIT

                                 GREIT - PACIFIC PLACE, LP, a Delaware limited
                                 partnership

                                 By: GREIT - Pacific Place GP, LLC, a Delaware
                                 limited liability company

                                     By: Triple Net Properties, LLC, a Virginia
                                     limited liability company, its Manager

                                           By:/s/ Tony Thompson
                                           __________________________________
                                           Name: Tony Thompson
                                           Title: CEO
                                           Date Signed: May 18, 2004

                                 First Amendment
                              Signature Page 1 of 1