EX-10.1






AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND ESCROW INSTRUCTIONS




THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) is made
and entered into as of this 4th day of November, 2005, by and between TREIT-University Heights, LP,
a Texas limited partnership, (“Seller”), and Adler Realty Investments, Inc., and or its assigns as
provided herein (“Buyer”), with reference to the following facts:




	 	A.	 	Seller owns certain real property located in Bexar County, San Antonio, Texas
and more specifically described in Exhibit A, attached hereto and incorporated
herein for all purposes (the “Land”), commonly known as University Heights Business
Park and such other assets, as the same are herein described.






	 	B.	 	Seller desires to sell to Buyer and Buyer desires to purchase from Seller the
Land and the associated assets.





NOW, THEREFORE, in consideration of the mutual covenants, premises and agreements herein contained,
the parties hereto do hereby agree as follows:




	 	1.	 	Purchase and Sale.






	 	1.1.	 	The purchase and sale includes, and at Close of Escrow (hereinafter
defined) Seller shall sell, assign, grant and transfer to Buyer, Seller’s entire
right and interest in and to all of the following (hereinafter sometimes
collectively, the “Property”):






	 	1.1.1.	 	The Land, together with all structures, buildings, improvements ( structures,
buildings and improvements collectively referred to herein as “Improvements”),
machinery, fixtures, and equipment affixed or attached to the Land and all
easements and rights appurtenant to the Land including any minerals, utilities,
adjacent streets, alleys strips, gores and rights of way (all of the foregoing
being collectively referred to herein as the “Real Property”). The
Improvements are located at the physical address known as 5563 De Zavala Road,
San Antonio, Texas and comprise approximately 68,400 square feet of space ;






	 	1.1.2.	 	All leases (the “Leases”), including associated amendments, with all persons
(“Tenants”) leasing the Real Property or any part thereof or hereafter entered
into in accordance with the terms hereof prior to Close of Escrow, together
with all rents, security deposits, other deposits held in connection with the
Leases, Lease guarantees and other similar credit enhancements providing
additional security for such Leases;






	 	1.1.3.	 	All tangible and intangible personal property owned by Seller located on or
used in connection with the Real Property, including, specifically, without
limitation, equipment, furniture, tools and supplies, and all related
intangibles including Seller’s interest, if any, in the name “University
Heights Business Park” (the “Personal Property”);






	 	1.1.4.	 	All service contracts and agreements (“Contracts”) , but only to the extent
Buyer agrees to assume the same in accordance with this Agreement; and
warranties and guaranties relating to the operation of the Property (the
“Contracts; and






	 	1.1.5.	 	To the extent transferable, all building permits, certificates of occupancy
and other certificates, permits, licenses and approvals relating to the
Property (the “Permits”).






	 	2.	 	Purchase Price.






The total Purchase Price of the Property shall be EIGHT MILLION TWO HUNDRED THOUSAND Dollars
($8,200,000.00) (“Purchase Price”) payable as follows:




	 	2.1.	 	Deposit/Further Payments/Down Payment.






	 	2.1.1.	 	Within three (3 ) business days following the Opening of Escrow also known
as the Effective Date (as hereinafter defined), Buyer shall deposit into Escrow
the amount of $100,000 (the “Deposit”), in the form of a wire transfer payable
to Chicago Title Company, at 700 N. St. Mary’s, Suite 125, San Antonio, Texas
78205, Attn: Mike Guerra (“Escrow Holder”). Escrow Holder shall place the
Deposit into an interest bearing money market account at a bank or other
financial institution reasonably satisfactory to Buyer, and interest thereon
shall be credited to Buyer’s account. Escrow instructions to provide for
immediate return of earnest money deposit to Buyer, without further
instructions from Seller or any other entity other than Buyer, in the event
Buyer does not approve the Property on or before the expiration of the
contingency period. Notwithstanding anything to the contrary contained herein,
if the Deposit is returned to Buyer, the sum of $100.00 shall be retained by
Seller as independent consideration for Seller’s agreement to offer to sell the
Property to Buyer in accordance with the terms and conditions provided herein.
If the sale of the Property is consummated then the independent consideration
shall be credited toward the Purchase Price.






	 	2.1.2.	 	On or before Close of Escrow, Buyer shall deposit into Escrow the balance of
the Purchase Price, by wire transfer payable to Escrow Holder.






	 	3.	 	Title to Property.






	 	3.1.	 	Title Insurance.






Seller at Seller’s expense, will furnish Buyer a Standard Coverage TLTA owner’s
policy of title insurance from Chicago Title Company with their standard provisions
and exceptions (the “Title Policy”), dated at or after Closing in the amount of the
Purchase Price. The Title Policy is to be free and clear of encumbrances except as
follows:




	 	3.1.1.	 	Real property taxes and assessments, for the year 2006 and which are a lien
not yet due;






	 	3.1.2.	 	Standard printed exceptions contained in a TLTA owner’s title policy except
that the standard printed exceptions as to discrepancies, conflicts or
shortages in area and boundary lines, or any encroachments or protrusions or
any overlapping improvements shall be amended to except only to “shortages in
area” at the Seller’s expense. ; and






	 	3.1.3.	 	The Permitted Exceptions as defined herein and included in such policy and
approved by Buyer.






	 	3.2.	 	Procedure for Approval of Title. Within five (5) days from
the Effective Date, Seller will provide the Buyer copies of the Title Information
Documents (herein defined) and UCC search. After receipt by Buyer of the Title
Information Documents, Buyer shall review and approve or disapprove the Title
Information Documents within twenty (20) calendar days of said receipt (“Objection
Period”). If the Title Information Documents reflect or disclose any defect,
exception or other matter affecting the Property (“Title Defects”) that is
unacceptable to Buyer, then prior to the expiration of the Objection Period ,
Buyer shall provide Seller with written notice of Buyer’s objections. Seller may,
at its sole option, elect to cure or remove the objections made by Buyer. Should
Seller elect to attempt to cure or remove the objection, it shall be a condition
precedent to Buyer’s obligation to acquire the Property that Seller cures such
title objection prior to the Close of Escrow. Unless Seller provides written
notice to Buyer before the expiration of the Inspection Period (hereafter defined)
that Seller intends to cure Buyer’s title objections, Seller shall be deemed to
have elected not to cure or remove Buyer’s title objections, and Buyer shall be
entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this
Agreement and obtain a refund of the Deposit by providing written notice of
termination to Seller and returning the Due Diligence Items (hereinafter
defined)or (ii) waive the objections and close this transaction as otherwise
contemplated herein. If Buyer shall fail to terminate this Agreement within the
Inspection Period all matters shown on the Title Information Documents except for
monetary liens or security interests for indebtedness of the Seller or other third
party, delinquent taxes, any matters the Seller has agreed to cure in writing
which are not cured prior to the Close of Escrow, or any matters that are added
subsequent to Buyer’s receipt of the Title Information Documents, shall be
deemed “Permitted Exceptions.” In connection with its review of title, Buyer may
order a current survey (“Current Survey”) to be certified to the Seller, Buyer and
the Title Company and dated no earlier than the Effective Date at Buyer’s cost
(but subject to partial reimbursement by Seller, as provided in Section 6.6.2).
Notwithstanding anything to the contrary contained in this Agreement, if, despite
Buyer’s reasonable efforts, Buyer shall not receive the Current Survey before the
date which is 5 days prior to the expiration of the Inspection Period, Buyer shall
be entitled to object to any matters which first appear in the Current Survey, and
if such objections to the Current Survey remain uncured, Buyer shall have the
right to terminate this Agreement and recover its Deposit by delivering written
notice to Seller no later than the date which is five days after the expiration of
the Inspection Period (the “Current Survey Termination Date”). If Buyer has not
terminated this Agreement by the Current Survey Termination Date, all matters
which are shown on or which would have been shown on a Current Survey had it been
ordered, shall be deemed to be Permitted Exceptions.






	 	4.	 	Due Diligence Items. Seller shall deliver to Buyer each of the following within five
(5) days of the Effective Date (“Due Diligence Items”):






	 	(a)	 	A rent roll ( “Rent Roll”) prepared as of the first day of the
month in which this Agreement is executed. The Rent Rollmust be accompanied by
fully executed copies of all Tenant Leases and amendments thereto (the “Tenant
Leases”) and by Seller’s signed certification that the Rent Roll is true,
complete, and correct in all material respects, to the best knowledge of the
Seller, as of the date shown on said Rent Roll and that there has been no
material adverse change with respect to any item shown on the Rent Roll during
the period from the date thereof to the date of such certificate. At Closing,
Seller must provide Buyer with an updated certified Rent Roll dated not earlier
than five (5) days prior to the Closing. Further, Seller shall make available to
Buyer all tenant financial information in Seller’s possession and copies of the
Tenant Leases delivered pursuant to this subsection shall include all assignments
and subleases, if applicable.






	 	b)	 	A list of all Contracts including service, vendor, or management
contracts affecting the ownership, operation and management of Property together
with copies of same and (2) copies all warranties and guaranties of any kind
issued in connection with the Improvements, fixtures, equipment, structures or any
other part of the Property and any warranties and guaranties issued on the repair
of such items. Said list and copies must be accompanied by Seller’s signed
certificate that the Contracts listed thereon are all of such Contracts as of the
date thereof. Ten (10) days prior to Closing, Buyer shall provide notice to
Seller as to which of said Contracts that Buyer desires to assume to the extent
the same are transferable.






	 	(c)	 	Copies of the most recent tax 2005 statements on the Property, the
Improvements, and the Personal Property. Seller will also provide all
information and documentation in connection with any tax protest, pending appeals
and potential assessments on the Property and specific information on any Tenants
who directly pay taxes on the Property.






	 	(d)	 	A schedule (the “Operating Schedule”) reflecting for all of 2004,
and for the current calendar year to date, the amount of: (i) total rents
collected from Tenants for such year; (ii) annual insurance premiums for such year
for fire, extended coverage, workman’s compensation, vandalism, and malicious
mischief, general liability, rents and other forms of insurance shown thereon;
(iii) expenses incurred for such period for water, electricity, natural gas, and
other utility charges; and(iv) ad valorem and business personal property taxes for
the City, County, School District and any other assessing authority; (v) repairs,
maintenance, and all other costs of operating and maintaining the Property. Said
Operating Schedule must be accompanied by Seller’s statement that said Operating
Schedule is true, complete, and correct in all material respects, to the best
knowledge of Seller.






	 	(e)	 	income and expense reports relating to the Property for the years
2003-2005 (to date).






	 	(f)	 	three(3) year history of the occupancy at the Property.






	 	(g)	 	copies of all the insurance certificates in force at the Property.






	 	(h)	 	copies of the utility bills for the last 12 months from the
Effective Date;






	 	(i)	 	CAM charge pass through billings for each Tenant for the years
2003-2005 and expense stops for such years.






	 	(j)	 	Any engineering or other reports in Seller’s possession or
readily available to Seller that describe or otherwise identify the condition of
the parking area, landscaped areas, light poles, sprinkler systems, and all other
areas of the Property, and/or any repairs, upgrades, or improvements that may be
required or needed.






	 	(k)	 	Any Tenant’s Certificate(s) of Occupancy for the Improvements and any
amendments thereto that Seller has in its possession.






	 	(l)	 	Any and all soil and site assessments and reports, Phase I, II, III
or other environmental or asbestos surveys or reports in Seller’s possession.






	 	(m)	 	Any as built plans and specifications, engineering drawings, plans,
etc. of the Improvements in Seller’s possession and copies of all existing
surveys of the Property.






	 	(n)	 	Any inspection reports that include any aspect of the Property
including Improvements, fixtures, equipment and all structural aspects of the
Property, engineering or other reports in Seller’s possession that describes, or
otherwise identifies the condition of the roof and other structural components
and/or any repairs, upgrades, or improvements that may be required or needed.






	 	(o)	 	intentionally deleted.






	 	(p)	 	Tenant ledgers for the past twelve (12) months showing amounts
billed, amounts paid and Tenant payment history.






	 	(q)	 	To the extent available, all property operating manuals and documents
including, but limited to: (1) O & M Procedures Manual for hazardous materials;
(2) equipment certifications, including but not limited to sprinklers, alarm
systems, and elevator testing; (3) fire evacuation plans (if required and/or
completed).






	 	(r)	 	Copies of all invoices for repair of equipment, fixtures and
structural items in connection with the operation of the Property exceeding
$1,500.00 per invoice for two (2) years preceding the Effective Date.






	 	(s)	 	Current inventory of all tangible Personal Property owned by the
Seller and used in connection with the Property operation, if any.






	 	 	 	(t)) The existing survey of the Property, if any (the “Survey”), a current






	 	 	 	preliminary title report or title commitment issued after the EffectiveDate (the “Title
Report”) for the issuance of Title Policy to Buyer from the Escrow Holder,
together with good and legible copies of all documents constituting exceptions to
the title as reflected in the Title Report, to the extent available ( the Survey,
Title Report and documents reflected in the Title Report ,collectively referred to
herein as the “Title Information Documents”) and a UCC search, at Seller’s
expense, prepared by a reporting service and dated after the Effective Date which
identifies documents on file with the Texas Secretary of State and the State where
the Seller is organized and the County where the Property is located.






	 	(u)	 	The Tenants’ files, books and records relating to the ownership and
operation of the Property shall be available for inspection by the Buyer during
ordinary business hours at the Seller’s management office during the Inspection
Period.






	 	4.1.	 	 Estoppel Certificates.






As a condition precedent to Buyer’s obligation to acquire the Property, Seller shall
obtain and deliver to Buyer, 7 days prior to Closing, estoppel certificates and
subordination, non-disturbance and attornment agreement signed no earlier than 15
days after the Effective Date, in accordance with their respective Leases, from
Tenants representing eighty-five percent of the square feet which are leased and
occupied by Tenants as of the date this Agreement is fully executed; including, but
not limited to the following Tenants: 1)GSA, 2) Life Touch and 3) Computer Express.
Estoppel certificates shall contain at minimum: 1) no default exists under the
Lease, 2) the amount of rents to be paid on a monthly basis and that no rents have
been paid in advance 3) the amount of any security deposit 4) the amount of any
present abatement of rent or offset against rent and 5) the expiration date of the
Lease and whether there are renewal options that have been exercised and 6) any
material adverse matters in connection with the applicable Lease. The estoppel
certificate form to be submitted to all Tenants shall be the estoppel certificate
form attached hereto and incorporated herein for all purposes as Exhibit “B”. Buyer
shall notify Seller within three (3) business days of receipt of a copy of the
executed estoppel certificate of its approval or disapproval and the basis of such
disapproval, if disapproved. If Buyer disapproves of an estoppel certificate
because of a material, adverse matter disclosed therein, and Seller is unable to
obtain a reasonably acceptable estoppel certificate prior to the Close of Escrow,
this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit,
and neither party shall have any further obligation to the other except Buyer’s
indemnification obligations under Paragraph 5.




	 	5.	 	Inspections.






Buyer, at its sole expense, shall have the right to conduct feasibility, environmental,
engineering and physical studies or other tests (the “Inspections”) of the Property at any
time during the Inspection Period (hereinafter defined). Buyer, and its duly authorized
agents or representatives or third parties hired by the Buyer, shall be permitted to enter
upon the Property at all reasonable times during the Inspection Period in order to conduct
engineering studies, soil tests and any other Inspections and/or tests that Buyer may deem
necessary or advisable. Buyer must arrange all Inspections of the Property with Seller or
Seller’s agent at least two (2) business days in advance of any Inspections. In the event
that the review and/or Inspections conducted pursuant to this paragraph shows any fact,
matter or condition to exist with respect to the Property that is unacceptable to Buyer, in
Buyer’s sole subjective discretion, then Buyer shall be entitled, as its sole and exclusive
remedy, to (1) terminate this Agreement and obtain a refund of the Deposit, or (2) waive the
objection, and close the transaction as otherwise contemplated herein. Buyer agrees to
promptly discharge any liens that may be imposed against the Property as a result of the
Inspections and that are caused by the Buyer, its agents, representatives or third parties
that Buyer hired and to defend, indemnify and hold Seller harmless from all, claims, suits,
losses, costs, expenses (including without limitation court costs and attorneys’ fees),
liabilities, judgments and damages incurred by Seller as a result of any Inspections and
that are caused by the Buyer, its agents, representatives or third parties that Buyer hired.




	 	5.1.	 	Approval.






	 	5.1.1.	 	Buyer shall have thirty (30) days after receipt of all Due Diligence Items
and Title Information Documents (“Inspection Period”)to approve or disapprove
the Property. If Buyer accepts the Property, it shall notify Seller and
Escrow Holder of its approval of the Property in writing within the Inspection
Period. If Buyer does not so notify the Seller of its acceptance of the
Property with the Inspection Period this Agreement and the Escrow shall
thereupon be automatically terminated, the Deposit shall be promptly refunded
to the Buyer without further requirement or written release of Deposit from the
Seller and the parties shall be relieved of any further obligation to each
other with respect to the Property, except as provided in Paragraph 5. The
Seller and Buyer agree to enter into a written acknowledgement indicating the
date that the Inspection Period commences after Seller confirms it has
delivered the Due Diligence Items and Title Information Documents to Buyer and
Buyer confirms its receipt of the same. Should Buyer determine that any Due
Diligence Items or Title Information Documents have not been delivered, it
shall promptly notify the Seller and the Seller shall provide the missing items
as soon as reasonably possible. For each day of delay in the delivery of all
of the Due Diligence Items and Title Information Documents, the Inspection
Period will be extended by the same amount of days; provided that the
Inspection Period shall in no event be extended more than 7 days.






	 	5.1.2.	 	Notwithstanding anything to the contrary contained herein, Buyer hereby
agrees that, in the event this Agreement is terminated for any reason, then
Buyer shall promptly and at its sole expense return to Seller all Due Diligence
Items which have been delivered by Seller to Buyer in connection with the
Inspections, along with copies of all reports, drawings, plans, studies,
summaries, surveys, maps and other data prepared by third parties relating to
the Property, subject to restrictions on Buyer’s ability to make any such
materials available to Seller that are imposed in any agreement with a third
party consultant preparing any such reports or materials (“Buyer’s Reports”).
Buyer shall cooperate with Seller at no expense to Buyer in order to obtain a
waiver of any such limitations.






	 	5.1.3.	 	Notwithstanding any contrary provision of this Agreement, Buyer acknowledges
that Seller is not representing or warranting that any of the Due Diligence
Items prepared by third parties not affiliated with the Buyer are accurate or
complete, such as the Survey, engineering reports and the like. Seller advises
Buyer to independently verify the facts and conclusions set forth therein,
provided however, Seller warrants that it has no knowledge of any material
errors or misstatements in such information regarding the Property. , Buyer,
however, does warrant that Due Diligence Items that are prepared by the Buyer
or Buyer’s agents, affiliates or representatives are materially accurate and
complete including any and all Tenant information, income and loss statements
of the Property or operating reports delivered in connection with the Due
Diligence Items. Buyer’s warranty in this paragraph shall survive Closing.






	 	5.1.4.	 	In consideration for Buyer undertaking its due diligence, Seller will not
market or show its interest in the Property, to any other person or entity and
will not make, accept, negotiate or otherwise pursue any negotiations for the
disposition of the Property.






	 	6.	 	Escrow.






	 	6.1.	 	Opening.






Purchase and sale of the Property shall be consummated through an escrow (“Escrow”)
to be opened with Escrow Holder within two (2) business days after the execution of
this Agreement by Seller and Buyer. Escrow shall be deemed to be opened as of the
date fully executed copies (or counterparts) of this Agreement are delivered to
Escrow Holder by Buyer and Seller and the Escrow Holder has receipted and dated the
same in the signature line provided for the Escrow Holder at the end of the
Agreement. (“Opening of Escrow”). This Agreement shall be considered as the Escrow
instructions between the parties, with such further instructions as Escrow Holder
shall require in order to clarify its duties and responsibilities. If Escrow Holder
shall require further Escrow instructions, Escrow Holder may prepare such
instructions on its usual form. Such further instructions shall be promptly signed
by Buyer and Seller and returned to Escrow Holder within three (3) business days of
receipt thereof. In the event of any conflict between the terms and conditions of
this Agreement and such further instructions, the terms and conditions of this
Agreement shall control.




	 	6.2.	 	Close of Escrow.






	 	6.2.1.	 	Escrow shall close (“Close of Escrow”) within thirty (30) days after the
expiration of the Inspection Period or the written approval of the Property by
the Buyer, whichever is earlier, unless otherwise extended as provided herein.
Buyer shall have a one-time right to extend the closing (“Closing”) by thirty
(30) days upon payment of an additional deposit of Twenty Five Thousand
($25,000). (“Additional Deposit”) to be placed in escrow with the Escrow
Holder; it being understood that Buyer will not be required to make the
Additional Deposit if the sole reason for the extension is due to Seller
requiring additional time to perform its obligations hereunder. The Additional
Deposit will be non-refundable, except for a Seller default or unless
otherwise refundable to Buyer as provided in this Agreement and will apply to
the Purchase Price at Closing. In the event the Buyer elects to extend the
Agreement and after the Additional Deposit is deposited with the Escrow Holder,
the term Deposit as used herein shall for all purposes include the Additional
Deposit, including but not limited to Buyer’s right to obtain a refund of a
Deposit from the Escrow Holder after a rightful termination of the Agreement.
Buyer shall have the right after giving notice to Seller to assign its rights
and obligations as defined herein, provided Buyer shall remain liable
hereunder. The Closing date may be extended to cure Title Defects, if Seller
in good faith and with due diligence is attempting to cure such Title Defects
and the same cannot be reasonably cured by the Closing date. If Closing is
required to be extended due to a Seller’s need to cure Title Defects that
Seller has elected to cure, then Buyer shall not be obligated to provide the
Additional Deposit and Closing shall occur 7 days after Title Defects have been
cured. Notwithstanding any language to the contrary, if Closing, as so
extended, has not been cured 45 days after the date of the original Closing
date due to Seller’s inability to cure the Title Defects, then Buyer may: 1)
waive such Title Defects and proceed with Closing 5 days thereafter with notice
to the Seller of the same or 2) terminate the Agreement by written notice to
the Seller and receive a full refund of the Deposit (except the independent
consideration) and the parties shall have no further obligation hereunder.





	 	 	 
	6.3.Buyer Required to Deliver.

	 	

	 
	 	 
	 

	 
	 	 
	Buyer shall deliver to Escrow the following:

	 
	 	 
	6.3.1.

	 	Within 3 days from the Opening of Escrow, the Deposit;







	 	6.3.2.	 	On or before Close of Escrow, the payment required by Paragraph 2.1.2;
provided, however that Buyer shall not be required to deposit the amount
specified in Paragraph 2.1.2 until Buyer has been notified by Escrow Holder
that (i) Seller has delivered to Escrow each of the documents and instruments
to be delivered by Seller in connection with Buyer’s purchase of the Property,
(ii) Title Company has committed to issue and deliver the Title Policy to Buyer
and (iii) the only impediment to Close of Escrow is delivery of such amount by
or on behalf of Buyer;






	 	6.3.3.	 	On or before Close of Escrow, such other documents as Title Company may
require from Buyer in order to issue the Title Policy;






	 	6.3.4.	 	An original assignment and assumption agreement (the “Assignment and
Assumption Agreement”) duly executed by Seller assigning and conveying to Buyer
all of Seller’s right, title and interest in and to the Leases and the
Contracts wherein Buyer assumes the Contracts it has notified Seller that it
desires to assume post-closing.





	 
	 

	6.4.Seller Required to Deliver.

	 

	 

	On or before Close of Escrow, Seller shall deliver to Escrow the following:








	 	6.4.1.	 	A duly executed and acknowledged Special Warranty deed, conveying fee title
to the Property in favor of Buyer (the “ Deed”) made subjected only to
Permitted Exceptions and parties in possession under validly existing Leases.
In the event a lender is involved in the finance of the Property, Seller shall
also include a third party’s vendor’s lien in favor of said lender ;






	 	6.4.2.	 	An executed Certificate of Non-Foreign Status and evidence required by the
Escrow Holder to reflect the Seller is authorized to enter into the
transaction;






	 	6.4.3.	 	A bill of sale and assignment transferring and assigning the Personal
Property, Leases, security deposits, warranties and guaranties, Permits, and
Contracts that Buyer has agreed to assume in favor of Buyer and duly executed
by Seller; it being understood that Personal Property shall be transferred “AS
IS”;






	 	6.4.4.	 	Such other documents as Title Company may require from Seller in order to
issue the Title Policy in the form required including tax statements showing no
delinquent taxes on the Property;






	 	6.4.5.	 	Tenant Rent Roll current as of the day of Closing certified by the Seller to
be true and correct. ;






	 	6.4.6.	 	Seller shall deliver to Buyer all keys to all buildings and other
improvements located on the Property, combinations to any safes thereon, and
security devices therein in Seller’s possession;






	 	6.4.7.	 	Seller shall deliver all records and files relating to the management or
operation of the Property, including, without limitation, all insurance
policies, all security contracts, all tenant files (including correspondence),
property tax bills, and all calculations used to prepare statements of rental
increases under the Leases and statements of common area charges, insurance,
property taxes and other charges which are paid by tenants of the Project; and






	 	6.4.8.	 	A counterpart original of the Assignment and Assumption Agreement.






	 	6.4.9.	 	Seller will deliver possession of the Property to the Buyer upon Closing and
funding of this sale.





	 	 	 
	6.5.Buyer’s Costs.

	 	

	 
	 	 
	 

	 
	 	 
	Buyer shall pay the following:

	 
	 	 
	6.5.1.

	 	One-half (1/2) of Escrow Holder’s fees, costs and expenses;







	 	6.5.2.	 	Any other expenses agreed to be paid by the Buyer under this Agreement






	 	6.5.3.	 	All other costs customarily borne by purchasers of real property in Bexar
County, Texas;






	 	6.5.4.	 	If Buyer elects to obtain additional coverage to the Title Policy, including
the survey deletion coverage or any endorsement, the Buyer shall pay for the
additional cost for such additional coverage.





	 	 	 
	6.6.Seller’s Costs.

	 	

	 
	 	 
	 

	 
	 	 
	Seller shall pay the following:

	 
	 	 
	6.6.1.

	 	One-half (1/2) of Escrow Holder’s fees, costs and expenses;







	 	6.6.2.	 	The premium for the basic title insurance policy, the cost of recording the
Deed, tax statements or certificates, other recording fees in connection with
Seller’s cure of objections to title and other expenses agreed to be paid by
Seller under this Agreement;






	 	6.6.3.	 	If and only if Closing occurs, Seller shall give Buyer a credit in the amount
of $3,000 as a reimbursement for the cost of the Current Survey; and






	 	6.6.4.	 	All other costs customarily borne by sellers of real property in Bexar
County, Texas.






	 	6.7.	 	Prorations.





Real property taxes, assessments, rents, operating expenses under Contracts assumed by Buyer
and cam charges ( “CAM Charges”) shall be prorated through Escrow between Buyer and Seller as of
Close of Escrow. Rents collected prior of Close of Escrow shall be prorated through Escrow between
Buyer and Seller. Any Rents collected subsequent to Close of Escrow, the recipient shall promptly
deliver to the other party, not later than five (5) days from receipt thereof, a check in the
amount of the prorated amount due to the other party as of the day of the Close of Escrow. All rent
received shall be allocated to rent due in the month of Close of Escrow. Rents, operating expenses
under Contracts assumed by the Buyer and Cam Charges shall be approved by Buyer prior to Close of
Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the
right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for
their current rent or become financially unstable. If after Close of Escrow either party receives a
bill for operating expenses that should be paid partly or in full by the other party, the party
receiving the bill shall, not later than five (5) days from receipt thereof, send a copy of the
bill together with a proration of the amount due by the other party. The amount due by the other
party shall be paid to the party receiving the bill, within five (5) days of receipt thereof Tax
and assessment prorations shall be based on the latest available tax bill. If, after Close of
Escrow, Buyer receives any further or supplemental tax bill relating to any period prior to Close
of Escrow, or Seller receives any further or supplemental tax bill relating to any period after
Close of Escrow, the recipient shall promptly deliver a copy of such tax bill to the other party,
and not later than ten (10) days prior to the delinquency date shown on such tax bill Buyer and
Seller shall deliver to the taxing authority their respective shares of such tax bill, prorated as
of Close of Escrow. Notwithstanding, the foregoing, all utilities shall be read on the Closing date
and Buyer shall arrange for such utilities to be transferred to the name of the Buyer as of the
Closing date, accordingly there will be no proration of utilities. Seller shall provide Buyer a
certified reconciliation of Cam Charges of Tenants 10 days prior to the Closing date. Seller will
pay to Buyer, in cash, the amount of any Cam Charges, including insurance and utilities paid to
Seller by Tenants of the Property, for the Closing date and periods subsequent to the Closing date.
Any CAM Charges subsequently received by Buyer which are owing to Seller by Tenants of the
Property for periods prior to the Closing date will be forthwith paid by Buyer to Seller; provided,
however, it will be Seller’s responsibility to collect the same. Buyer will pay to Seller in cash,
the amount of any CAM Charges for the period before Closing which are paid at year end by any
Tenants, when the same are received. The obligations in this paragraph shall survive Closing.




	 	6.7.1.	 	All leasing commissions owing and tenant improvements with respect to the
Property transactions entered into prior to execution of this Agreement shall
be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease
commission claims brought against the Property arising therefrom. All leasing
commissions for new Leases and for Lease renewals and expansion options
executed after the date of this Agreement shall be prorated between Buyer and
Seller as their respective periods of ownership bear to the primary term of the
new Lease.






	 	6.7.2.	 	Seller agrees to indemnify and hold Buyer harmless of and from any and all
liabilities, claims, demands, suits, and judgments, of any kind or nature,
including court costs and reasonable attorneys’ fees (except those items which
under the terms of this Agreement specifically become the obligation of Buyer),
brought by third parties and based on events occurring on or before the date of
Closing and which are in any way related to the Property, and all expenses
related thereto, including but not limited to court costs and attorneys’ fees.






	 	6.7.3.	 	Buyer agrees to indemnify and hold Seller harmless of and from any and all
liabilities, claims, demands, suits and judgments, of any kind or nature,
including court costs and reasonable attorneys’ fees, brought by third parties
and based on events occurring subsequent to the date of Closing and which are
in any way related to the Property, and all expenses related thereto,
including, but not limited to, court costs and attorneys’ fees.






	 	6.8.	 	Determination of Dates of Performance.






	 	6.8.1.	 	The Buyer and Seller shall use their reasonable efforts to execute a schedule
which shall state the critical dates of performance and delivery items required
of Seller and Buyer hereunder within 10 days after the Effective Date hereof in
order to define the critical dates of performance of each party and shall
update such schedule when dates can be determined subsequent to the initial
execution of the schedule.






	 	7.	 	Representations, Warranties, and Covenants.






Seller hereby represents and warrants as of the date hereof to Buyer as follows (and for
purposes of the following representations, “to the best of Seller’s actual knowledge” or
similar language shall mean the actual knowledge, without the duty of investigation of
Christe Cavaness, Asset Manager of the Property and Sally Cabreras, Property Manager of the
Property):




	 	7.1.	 	Seller is a limited partnership duly formed and validly existing
under the laws of the State of Texas. Seller has full power and authority to
enter into this Agreement, to perform this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of this
Agreement and all documents contemplated hereby by Seller have been duly and
validly authorized by all necessary action on the part of Seller and all required
consents and approvals have been duly obtained and will not result in a breach of
any of the terms or provisions of, or constitute a default under any indenture,
agreement or instrument to which Seller is a party. This Agreement is a legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws affecting the rights
of creditors generally.






	 	7.2.	 	Seller has good and indefeasible title to the Property, subject to
the conditions of title. There are no outstanding rights of first refusal, rights
of reverter or option relating to the Property or any interest therein. To
Seller’s knowledge, there are no unrecorded or undisclosed documents or other
matters which affect title to the Property. Subject to the Leases, Seller has
enjoyed the continuous and uninterrupted quiet possession, use and operation of
the Property, without material complaint or objection by any person.






	 	7.3.	 	Seller is not a “foreign person” within the meaning of Section
1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”).






	 	7.4.	 	Seller, to the best of its actual knowledge, without further
independent investigation, except as otherwise disclosed to the Buyer in writing,
is not aware of any material physical defects to the Improvements of the Property;






	 	7.5.	 	Seller, to the best of its actual knowledge without further
independent investigation, except as otherwise disclosed to the Buyer in writing,
is not aware of any of the following conditions: 1)pending or threatened
litigation, condemnation or assessment affecting the Property and 2) material
environmental hazards affecting the Property; provided, however, the parties
acknowledge that the Seller, as plaintiff, is currently involved in a lawsuit with
prior tenants that vacated Suite 190 and 200. To the extent the Buyer incurs or
suffers any liability in connection with such lawsuit, Seller shall indemnify and
hold Buyer harmless for any such liability; and this provision shall survive
Closing






	 	7.6.	 	The warranties in Sections 7.1 through 7.5, shall survive Closing.






	 	7.7.	 	Covenants of Seller. Seller hereby covenants as follows:






	 	7.7.1.	 	At all times from the date hereof through the date of Closing, Seller shall
cause to be in force fire and extended coverage insurance upon the Property,
and public liability insurance with respect to damage or injury to persons or
property occurring on the Property in at least such amounts as are maintained
by Seller on the date hereof;






	 	7.7.2.	 	From the date of execution of this Agreement through the date of Closing,
Seller will not enter into any new lease with respect to the Property, without
Buyer’s prior written consent, which shall not be unreasonably withheld.
Exercise of a renewal option shall be considered a new lease. Any brokerage
commission payable with respect to a new lease shall be prorated between Buyer
and Seller in accordance with their respective periods of ownership as it bears
to the primary term of the new lease. Further, Seller will not modify any
existing Lease covering space in the Property without first obtaining the
written consent of Buyer which shall not be unreasonably withheld. Buyer shall
have five (5) business days in which to approve or disapprove of any new lease
for which it has a right to consent. Failure to respond in writing within said
time period shall be deemed to be consent;






	 	7.7.3.	 	From the date of execution of this Agreement through the date of Closing,
Seller shall not sell, assign, or convey any right, title or interest
whatsoever in or to the Property, or create or permit to attach any lien,
security interest, easement, encumbrance, charge, or condition affecting the
Property (other than the Permitted Exceptions) without promptly discharging the
same prior to Closing;






	 	7.7.4.	 	Seller shall not, without Buyer’s written approval, (a) amend or waive any
right under any Contracts that will be assumed by the Buyer, or (b) enter into
any agreement of any type affecting the Property that would survive the Closing
Date;






	 	7.7.5.	 	Seller shall fully and timely comply with all obligations to be performed by
it under the Leases, the Contracts, and all permits, licenses, approvals and
laws, regulations and orders applicable to the Property.






	 	7.5	 	Approval of Property. The consummation of the purchase and sale of the
Property pursuant to this Agreement shall be deemed Buyer’s acknowledgement that it has
had an adequate opportunity to make such legal, factual and other inspections,
inquiries and investigations as it deems necessary, desirable or appropriate with
respect to the Property. Such inspections, inquiries and investigations of Buyer shall
be deemed to include, but shall not be limited to, any Leases and Contracts pertaining
to the Property, the physical components of all portions of the Property, the physical
condition of the Property, such state of facts as an accurate survey, environmental
report and inspection would show, the present and future zoning ordinance, ordinances,
resolutions. Buyer shall not be entitled to and shall not rely upon, Seller or Seller’s
agents with regard to, and Seller will not make any representation or warranty with
respect to: (i) the quality, nature, adequacy or physical condition of the Property
including, but not limited to, the structural elements, foundation, roof,
appurtenances, access, landscaping, parking facilities, or the electrical, mechanical,
HVAC, plumbing, sewage or utility systems, facilities, or appliances at the Property,
if any; (ii) the quality, nature, adequacy or physical condition of soils or the
existence of ground water at the Property; (iii) the existence, quality, nature,
adequacy or physical condition of any utilities serving the Property; (iv) the
development potential of the Property, its habitability, merchantability, or the
fitness, suitability, or adequacy of the Property for any particular purpose; (v) the
zoning or other legal status of the Property; (vi) the Property or its operations’
compliance with any applicable codes, laws, regulations, statutes, ordinances,
covenants, conditions or restrictions of any governmental or quasi-governmental entity
or of any other person or entity; (vii) the quality of any labor or materials relating
in any way to the Property; or (viii) the condition of title to the Property or the
nature, status and extent of any right-of-way, lease, right of redemption, possession,
lien, encumbrance, license, reservation, covenant, condition, restriction, or any other
matter affecting the Property, except as Seller’s warranties of the same are
expressly set forth in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
AND THE DEED, SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY DISCLAIMS ANY
OTHER IMPLIED WARRANTIES OR WARRANTIES ARISING BY OPERATION OF LAW, INCLUDING, BUT IN
NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER HAS NOT, DOES NOT, AND WILL NOT
MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING,
STORING OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING, WITHOUT LIMITATION,
ASBESTOS, PCB AND RADON. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER
FAMILIAR WITH THIS TYPE OF PROPERTY AND THAT, SUBJECT ONLY TO THE EXPRESS WARRANTIES
SET FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS, BUYER WILL BE ACQUIRING THE PROPERTY
“AS IS AND WHERE IS, WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, SUBJECT ONLY
TO NORMAL WEAR AND TEAR AND BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS AND
CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. BUYER
SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER
OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE
CLOSING, AND NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER SHALL NOT
BE LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT,
EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR
REFERRED TO IN THIS AGREEMENT.






	 	8.	 	Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller as follows:






	 	8.1.	 	Buyer is a corporation duly organized and validly existing under the
laws of the State of California. Buyer has full power and authority to enter
into this Agreement, to perform this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
and all documents contemplated hereby by Buyer have been duly and validly
authorized by all necessary action on the part of Buyer and all required consents
and approvals have been duly obtained and will not result in a breach of any of
the terms or provisions of, or constitute a default under any indenture, agreement
or instrument to which Buyer is a party. This Agreement is a legal, valid and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, subject to the effect of applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting the rights of creditors
generally.






	 	9.	 	Conditions Precedent to Closing.






The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be
subject to the following conditions precedent:




	 	9.1.	 	All of the representations, warranties and agreements of Seller set
forth in this Agreement shall be true and correct in all material respects as of
the date hereof and Closing, and Seller shall not have on or prior to closing,
failed to meet, comply with or perform in any material respect any conditions or
agreements on Seller’s part as required by the terms of this Agreement.






	 	9.2.	 	There shall be no change in the matters reflected in the Title
Information Documents , and there shall not exist any encumbrance or title defect
affecting the Property not described in the Title Information Documents except for
the Permitted Exceptions or matters to be satisfied at Closing.






	 	9.3.	 	Unless Seller receives notice from Buyer at least thirty (30) days
prior to Closing, effective as of Closing, the management agreement affecting the
Property shall be terminated by Seller and any and all termination fees incurred
as a result thereof shall be the sole obligation of Seller.






	 	9.4.	 	Seller shall have operated the Property from and after the date
hereof in substantially the same manner as prior thereto.






	 	9.5.	 	If any such condition is not fully satisfied by Closing, Buyer shall
so notify Seller and may terminate this Agreement by written notice to Seller
whereupon this Agreement may be canceled, upon return of the Due Diligence Items,
the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall
have any continuing obligations hereunder.






	 	9.6.	 	If Buyer notifies Seller of a failure to satisfy the conditions
precedent set forth in this paragraph, Seller may, within five (5) days of receipt
of Buyer’s notices agree to satisfy the condition by written notice to Buyer, and
Buyer shall thereupon be obligated to close the transaction provided Seller so
satisfies such condition. If Seller fails to agree to cure or fails to cure such
condition by the Closing date, this Agreement shall be canceled and the Deposit
shall be returned to Buyer and neither party shall have any further liability
hereunder.






	 	9.7.	 	Seller agrees to cooperate and execute such documents or instruments
as may be necessary or appropriate to allow Buyer to complete a tax-deferred
exchange pursuant to Section 1031 of the IRS Code and Seller’s cooperation in
such regard, shall be at no additional cost, expense, or liability whatsoever to
Seller, and that no additional delays in the scheduled Close of Escrow are
incurred unless mutually agreed upon by all parties to this Agreement.






	 	10.	 	Damage or Destruction Prior to Close of Escrow.






In the event that the Property should be damaged by any casualty prior to the Close of
Escrow, then if the cost of repairing such damage, as estimated by an architect or
contractor retained pursuant to the mutual agreement of the parties, is:




	 	10.1.	 	Less than Two Hundred Fifty Thousand Dollars ($250,000), the Close
of Escrow shall proceed as scheduled and any insurance proceeds shall be
distributed to Buyer to the extent not expended by Seller for restoration;






	 	•	 	r if said cost is:






	 	10.2.	 	Greater than Two Hundred Fifty Thousand Dollars ($250,000), then
either Seller or Buyer may elect to terminate this Agreement, in which case upon
return of the Due Diligence Items the Deposit shall be returned to Buyer and
neither party shall have any further obligation to the other except for Buyer’s
indemnification obligations under Paragraph 5.






	 	11.	 	Eminent Domain.






	 	11.1.	 	If, before the Close of Escrow, proceedings are commenced for the
taking by exercise of the power of eminent domain of all or a material part of the
Property which, as reasonably determined by Buyer, would render the Property
unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the
right, by giving notice to Seller within thirty (30) days after Seller gives
notice of the commencement of such proceedings to Buyer, to terminate this
Agreement, in which event this Agreement shall terminate, the Deposit shall be
returned to Buyer and neither party shall have any further obligation to the other
except for Buyer’s indemnification under Paragraph 5. If, before the Close of
Escrow, proceedings are commenced for the taking by exercise of the power of
eminent domain of less than such a material part of the Property, or if Buyer has
the right to terminate this Agreement pursuant to the preceding sentence but Buyer
does not exercise such right, then this Agreement shall remain in full force and
effect and, at the Close of Escrow, the condemnation award (or, if not therefore
received, the right to receive such portion of the award) payable on account of
the taking shall be transferred in the same manner as title to the Property is
conveyed. Seller shall give notice to Buyer within three (3) business days after
Seller’s receiving notice of the commencement of any proceedings for the taking by
exercise of the power of eminent domain of all or any part of the Property.






	 	12.	 	Notices.






	 	12.1.	 	All notices, demands, or other communications of any type given by
any party hereunder, whether required by this Agreement or in any way related to
the transaction contracted for herein, shall be void and of no effect unless given
in accordance with the provisions of this Paragraph. All notices shall be in
writing and delivered to the person to whom the notice is directed, either in
person, by United States Mail, as a registered or certified item, return receipt
requested or by telecopy or by Federal Express. Notices delivered by mail shall
be deemed given when received. Notices by telecopy or Federal Express shall be
deemed received on the business day following transmission or delivery, as the
case may be. Notices shall be given to the following addresses:





	 	 	 	 	 
	Seller: Theresa Hutton
	 	 	 	 
	 

	 
	 	Triple Net Properties, LLC

	 
	 	1551 N. Tustin Ave.  #200
	 
	 	Santa Ana, CA  92705

	 
	 	 	(714) 667-8252	 
	 
	 	(714) 918-9102  fax
	With Required Copy to:
	 	Joseph J. McQuade, Esq.

	 
	 	 	 	 
	 
	 	Hirschler Fleischer

	 
	 	701 East Byrd Street
	 
	 	Richmond, VA  23219

	 
	 	 	(804) 771-9502	 
	 
	 	(804) 644-0957  fax
	Buyer: Adler Realty Investments, Inc.

	 

	 
	 	Attn: Michael S. Adler, President

	 
	 	21800 Burbank Blvd., Suite 300
	 
	 	Woodland Hills, CA 91367

	 
	 	 	(818) 884-2200	 
	 
	 	(818) 884-2205 fax
	With Required Copy to:
	 	Sharon Scharff Greenwald, Esq.

	 
	 	 	 	 
	 
	 	11911 Orsinger Lane
	 
	 	San Antonio, Texas 78230

	 
	 	 	(210) 694-4371	 
	 
	 	 	(210) 1-866 –466-6432	 
	 
	 	sgreenwald@satx.rr.com








	 	13.	 	Remedies.






	 	13.1.	 	Defaults by Seller. If there is any default by Seller under
this Agreement, following notice to Seller and seven (7) days, during which period
Seller may cure the default, Buyer may, at its option, (a) declare this Agreement
terminated in which case the Deposit shall be returned to Buyer or (b) treat this
Agreement as being in full force and effect and bring an action against Seller for
specific performance.






	 	13.2.	 	Defaults by Buyer. If there is any default by Buyer under
this Agreement, following notice to Buyer and seven (7) days, during which period
Buyer may cure the default, then Seller may, as its sole remedy, declare this
Agreement terminated, in which case the Deposit shall be paid to Seller as
liquidated damages and each party shall thereupon be relieved of all further
obligations and liabilities, except any which survive termination. In the event
this Agreement is terminated due to the default of Buyer hereunder, Buyer shall
deliver to Seller, at no cost to Seller, the Due Diligence Items.






	 	13.3.	 	ARBITRATION OF DISPUTES. ANY CLAIM, CONTROVERSY OR DISPUTE,
WHETHER SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD, MISREPRESENTATION OR OTHER
LEGAL THEORY, RELATED DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHENEVER BROUGHT
AND WHETHER BETWEEN THE PARTIES TO THIS AGREEMENT OR BETWEEN ONE OF THE PARTIES TO
THIS AGREEMENT AND THE EMPLOYEES, AGENTS OR AFFILIATED BUSINESSES OF THE OTHER
PARTY, SHALL BE RESOLVED BY ARBITRATION AS PRESCRIBED IN THIS SECTION. THE
FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1-15, NOT STATE LAW, SHALL GOVERN THE
ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF THE ARBITRATOR AS TO
ARBITRABILITY SHALL BE FINAL.






A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR CALIFORNIA JUDGE SHALL CONDUCT THE
ARBITRATION UNDER THE THEN CURRENT RULES OF THE AMERICAN ARBITRATION ASSOCIATION
(THE “AAA”). THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT ON THE
ARBITRATOR WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE BY ONE PARTY TO THE OTHER
INVOKING THIS ARBITRATION PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST
OF QUALIFIED PEOPLE MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE CONDUCTED IN
SANTA ANA, CALIFORNIA AND ALL EXPEDITED PROCEDURES PRESCRIBED BY THE AAA RULES SHALL
APPLY.




THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF INFORMATION WHICH IS PROVIDED
TO THE ARBITRATOR BY THE PARTIES. THE ARBITRATOR SHALL HAVE AUTHORITY ONLY TO GRANT
SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF AND TO AWARD COMPENSATORY
DAMAGES, BUT SHALL NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER
NONCOMPENSATORY DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR SHALL AWARD TO
THE PREVAILING PARTY ITS REASONABLE ATTORNEYS’ FEES AND COSTS AND OTHER EXPENSES
INCURRED IN THE ARBITRATION, EXCEPT THE PARTIES SHALL SHARE EQUALLY THE FEES AND
EXPENSES OF THE ARBITRATOR. THE ARBITRATOR’S DECISION AND AWARD SHALL BE FINAL AND
BINDING, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION THEREOF. A LIS PENDENS MAY BE FILED BY EITHER PARTY UNTIL
THE ARBITRATION IS FINALIZED.




	 	14.	 	Assignment.






Buyer may assign its rights under this Agreement to an entity in which Buyer has a
significant interest.




	 	15.	 	Interpretation and Applicable Law.






This Agreement shall be construed and interpreted in accordance with the laws of the state
in which the Property is located (the “State”). Where required for proper interpretation,
words in the singular shall include the plural; the masculine gender shall include the
neuter and the feminine, and vice versa. The terms “successors and assigns” shall include
the heirs, administrators, executors, successors, and assigns, as applicable, of any party
hereto.




	 	16.	 	Amendment.






This Agreement may not be modified or amended, except by an agreement in writing signed by
the parties. The parties may waive any of the conditions contained herein or any of the
obligations of the other party hereunder, but any such waiver shall be effective only if in
writing and signed by the party waiving such conditions and obligations.




	 	17.	 	Attorney’s Fees.






In the event it becomes necessary for either party to file a suit or arbitration to enforce
this Agreement or any provisions contained herein, the prevailing party shall be entitled to
recover, in addition to all other remedies or damages, reasonable attorneys’ fees and costs
of court incurred in such suit or arbitration.




	 	18.	 	Entire Agreement; Survival.






This Agreement (and the items to be furnished in accordance herewith) constitutes the entire
agreement between the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in connection
therewith. No representation, warranty, covenant, agreement, or condition not expressed in
this Agreement shall be binding upon the parties hereto nor affect or be effective to
interpret, change, or restrict the provisions of this Agreement. The obligations of the
parties hereunder and all other provisions of this Agreement shall survive the Closing.,
except as expressly limited herein.




	 	19.	 	Multiple Originals only; Counterparts.






Numerous Agreements may be executed by the parties hereto. Each such executed copy shall
have the full force and effect of an original executed instrument. This Agreement may be
executed in any number of counterparts, all of which when taken together shall constitute
the entire agreement of the parties.




	 	20.	 	Acceptance.






Time is of the essence of this Agreement. The date of execution of this Agreement shall be
the date a fully executed Agreement is receipted by the Escrow Holder. If the final date of
any period falls upon a Saturday, Sunday, or legal holiday under Federal law, the laws of
the State or the laws of the State of California if it is not the State, then in such event
the expiration date of such period shall be extended to the next day which is not a
Saturday, Sunday, or legal holiday under Federal law, the laws of the State or the State of
California if it is not the State. The use of the term “ business days” in this Agreement
shall mean Monday through Friday and shall exclude weekend days and days falling on Federal
holidays. The term “days” shall mean all days inclusive of weekends and Federal holidays.




	 	21.	 	Real Estate Commission.






Seller and Buyer each represent and warrant to the other that neither Seller nor Buyer has
contracted or entered into any agreement with any real estate broker, agent, finder or any
other party in connection with this transaction, and that neither party has taken any action
which would result in any real estate broker’s, finder’s or other fees or commissions being
due and payable to any party with respect to the transaction contemplated hereby, except
that Seller has contracted with (a) Transwestern Commercial Services and (b) Triple Net
Properties Realty, Inc. as its brokers and will pay any commission due to said brokers.
Each party hereby indemnifies and agrees to hold the other party harmless from any loss,
liability, damage, cost, or expense (including reasonable attorneys’ fees) resulting to the
other party by reason of a breach of the representation and warranty made by such party in
this paragraph.




	 	22.	 	Exchange.






Seller reserves the right to structure the sale of the Property as a like kind exchange
pursuant to Section 1031 of the Code. In such event Seller shall have the right to assign
its interest in this Agreement to a qualified exchange intermediary of its choosing to
effect such exchange. Buyer shall sign a customary assignment and/or notice of assignment,
however, such assignment shall at no cost or expense to Buyer and shall not otherwise affect
the term of this Agreement.




	 	23.	 	Operation of Property.






Seller shall continue to manage and maintain the property in its current condition and
repair until Close of Escrow. Buyer to have the right to contact and meet with existing
Tenants in order to determine their intentions regarding remaining on the property or
moving. Additionally, Buyer to have the right to approve any new agreement or modification
of any existing agreement during due diligence and escrow period.




 24. Lease Guaranty..




 At Close of Escrow, Seller shall deposit in an interest-bearing account , the
sum of Four Hundred Forty-Five Thousand Two Hundred Sixty and 68/100 Dollars ($445,260.68)
with the Escrow Holder. Two Hundred Forty-Five Thousand Two Hundred Sixty and 68/Dollars
($245,260.68) of such amount represents approximately (i) twelve months of rent (at
$11,373.92 per month) and reimbursable expenses (at $5,278.47 per month) for the 13,250
square feet formerly occupied by the tenant The Pacesetter Corporation (“Pacesetter Space”)
and (ii) twelve months of rent (at $2,708.00 per month) and reimbursable expenses (at
$1,078.80 per month) for the 2,708 square feet formerly occupied by the tenant Documart
(“Documart Space”) (collectively, the “Rent Guaranty Escrow”). The first month of Rent
Guaranty Escrow will be disbursed to the Buyer at the Close of Escrow and shall be reflected
on the settlement statement. All spaces subject to the Rent Guaranty Escrow and Lease Cost
Escrow (defined below) shall be collectively referred to as the “Guarantied Space”. The
amounts calculated for reimbursable expenses for the Guarantied Space are projections and
not certain. Upon the Buyer’s confirmation of budgeted expenses for the year 2006, the
parties agree to either increase or decrease and adjust the Rent Guaranty Escrow, as the
case may be, by the actual amount of reimbursable expense attributable to the Guarantied
Space. Buyer covenants to use commercially reasonable efforts to lease the Guarantied Space.
If at any time a tenant signs a lease for any portion of the Guarantied Space, upon Buyer
receiving the first month of rent under such lease, it shall provide written notice to the
Escrow Holder to release the portion of the Rent Guaranty Escrow attributable to such square
feet to Seller together with an executed copy of the lease; provided, if a rental abatement
is included in such lease, then disbursement of the Rent Guaranty Escrow to Seller shall
occur no later than the third month from the execution date of the lease. Said notice
shall provide the exact amount that should be disbursed to Seller and the Escrow Holder may
rely on such amount to make the disbursement to Seller. On the first day of each of
calendar month after the Close of Escrow, Escrow Holder shall disburse to Buyer from the
Rent Guaranty Escrow an amount equal to the rent and reimbursable expense allocations set
forth above for each square foot of the Guarantied Space which is not subject to a tenant
lease. For purposes of determining whether a lease has been signed with regard to a
particular portion of the Guarantied Space, Escrow Holder shall be required to receive a
completely executed copy of the lease prior to any disbursement to the Seller. In addition
to the Rent Guaranty Escrow, Seller shall pay all broker leasing commissions and tenant
finish out improvement costs in connection with the lease up of the Guarantied Space (“Lease
Cost Escrow”) and shall also escrow the amount of Two Hundred Thousand Dollars ($200,000)
with the Escrow Holder at Closing for such purpose. On December 31, 2006, the remaining
balance of the Rent Guaranty Escrow and the Lease Cost Escrow shall be disbursed to the
Buyer, and no party shall have any further rights or liabilities relating to the Rent
Guaranty Escrow and Lease Cost Escrow. This section shall survive the Close of Escrow. The
Escrow Holder shall charge $750.00 to administrate this post-closing escrow arrangement and
the parties agree to equally share in this cost.



25.Confidentiality.




Buyer agrees that, prior to the Closing, all Property information received by Buyer shall be
kept confidential as provided in this paragraph. Without the prior written consent of
Seller, prior to the Closing, the Property information shall not be disclosed by Buyer or
its representatives, in any manner whatsoever, in whole or in part, except (1) to Buyer’s
representatives who need to know the Property information for the purpose of evaluating the
Property and who are informed by the Buyer of the confidential nature of the Property
information and all parties that may be involved with financing the Property for the Buyer;
(2) as may be necessary for Buyer or Buyer’s representatives to comply with applicable laws,
including, without limitation, governmental, regulatory, disclosure, tax and reporting
requirements; to comply with other requirements and requests of regulatory and supervisory
authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s
representatives; to comply with regulatory or judicial processes; or to satisfy reporting
procedures and inquiries of credit rating agencies in accordance with customary practices of
Buyer or its affiliates; and (3) to prospective tenants of the Property.




	 	26.	 	Offer. Buyer’s full execution and delivery to Seller of an original of this
Agreement (“Buyer’s Offer”) shall be deemed revoked at 6 p.m. C.S.T on the date which is seven
(7) business days after the date Buyer’s Offer is received by Seller if Seller has not
delivered this Agreement, fully executed by Seller, to the Title Company within seven (7)
business days after the date Buyer’s Offer is received by Seller, and in the case of such a
revocation of Buyer’s Offer, the Title Company shall promptly refund to Buyer any and all
Earnest Money deposited with the Title Company.





THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK



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SIGNATURE PAGE FOR




University Heights Business Park

5563 De Zavala Road

San Antonio, Texas





	 	 	 	EXECUTED on this the 4th day of November, 2005.






	 	 	 	SELLER:






	 	 	 	TREIT – University Heights, LP,






	 	 	 	a            Texas limited partnership





	 	 	 	 	 
	By:	 	TREIT-University Heights GP, LLC, a

	 
	 	 	 	 
	 	 	Texas limited liability company,

	 
	 	 	 	 
	
 
	 	its general partner
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	Triple Net Properties, LLC, a

Virginia limited liability company,

its Manager







By:     /s/ JACK R. MAURER      

Name:     JACK R. MAURER     

Title:     EXECUTIVE VICE PRESIDENT     





	 	 	 	EXECUTED on this the 2nd day of November, 2005.




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	 	 	 	BUYER:





ADLER REALTY INVESTMENTS, INC., a California corporation



	 	 	 
	BY:_______/s/ MICHAEL S. ADLER________ _

	 
	 	 
	 

	 
	 	 
	NAME:

ITS:

	 	MICHAEL S. ADLER

PRESIDENT







	 	 	 	EXECUTED on this the      day of      , 2005.

AN ORIGINAL FULLY EXECUTED AGREEMENT WAS RECEIVED INTO ESCROW THIS      DAY OF OCTOBER,
2005 BY THE UNDERSIGNED ESCROW HOLDER ( SAID DATE REFERRED TO HEREIN AS “OPENING OF ESCROW”
OR “EFFECTIVE DATE”)





TITLE COMPANY:



CHICAGO TITLE INSURANCE COMPANY



BY:      



NAME:      



TITLE:      




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