EX-10.4






THIRD AMENDMENT TO




SALE AGREEMENT AND ESCROW INSTRUCTIONS



This Third Amendment to Sale Agreement and Escrow Instructions (this “Amendment”) is executed
as of November 19, 2007 (“Amendment Date”), by and between 2001 W. Orange Grove Road, LLC, an
Arizona limited liability company, PVP Investments, LLC, a Delaware limited liability company, WRM
Investments, LLC, an Arizona limited liability company, and EDI Baptist, LLC, an Arizona limited
liability company (collectively, “Desert Life Seller”), WRM Investments, LLC, an Arizona limited
liability company, and SOD Investments, LLC, an Arizona limited liability company (collectively “La
Cholla Seller”; and together with Desert Life Seller, the “Seller”) and Triple Net Properties, LLC,
a Virginia limited liability company (“Buyer”).



RECITALS




A. Seller and Buyer have previously entered into that certain Sale Agreement and Escrow
Instructions dated as of October 19, 2007 (the “Original Agreement”), as amended by that Amendment
to Purchase Contract dated October 31, 2007 (the “First Amendment”), and as amended by that Second
Amendment to Sale Agreement and Escrow Instructions executed as of November 2, 2007 (“Second
Amendment”; where the Original Agreement as amended by the First Amendment and Second Amendment are
referred to as the “Contract”), which is the subject of Chicago Title Insurance Company Escrow Nos.
2709994 and 2709997 (collectively, the “Escrow”).



B. Seller and Buyer wish to amend the Contract as provided in this Amendment.



C. Capitalized terms that are used in this Amendment that are not otherwise defined in this
Amendment shall have the meanings ascribed in the Contract.



AGREEMENTS




For valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and
Buyer agree as follows.



1. Amendment to Contract. The last sentence of Section 13(c)(ii) of the Contract is
hereby deleted in its entirety. The following is added to Section 13(c)(ii):



Notwithstanding anything to the contrary in this Contract:



(x) At the Closing, the Purchase Price shall be increased by Fifty Thousand and
No/100 Dollars ($50,000.00), in connection with Seller obtaining a lease amendment
from Genova Clinical Research, Inc., extending the lease term for at least twelve
(12) additional months, which Purchase Price increase shall be allocable to the La
Cholla Project; provided that La Cholla Seller shall be responsible (by either
paying prior to Closing or by crediting Buyer at Closing) for any tenant
improvements and any leasing commissions payable in connection with that lease
amendment;



(y) At the Closing, Buyer shall deposit an additional Twenty Six Thousand Seven
Hundred Sixty Five and No/100 Dollars ($26,765.00) (the “Holdback Amount”), in
addition to the Purchase Price, which shall be held in the La Cholla Escrow and
disbursed in accordance with this Section after Closing. Upon either (1) Buyer and
Bio-Medical Applications of Arizona, Inc. and Arizona Kidney Disease and
Hypertension Center, d/b/a Fresenius Medical Care of Catalina, executing an
amendment that expands their premises in the La Cholla Project by approximately
1,500 square feet (the “Fresenius Lease Extension”), or (2) Buyer and a
nephrology (kidney) group, which is acceptable to Buyer, in Buyer’s sole discretion,
executing a new lease on Buyer’s then-current form lease for approximately 4,700
feet of space in the La Cholla Project (the “Kidney Group Lease”), then Buyer shall
deliver either the Fresenius Lease Extension or the Kidney Group Lease, as
applicable, to Escrow Agent and La Cholla Seller and Escrow Agent shall promptly
disburse the Holdback Amount to La Cholla Seller. If, however, Buyer does not
execute either the Fresenius Lease Extension or the Kidney Group Lease on or before
March 31, 2008, then Escrow Agent shall immediately return the Holdback Amount to
Buyer. Buyer acknowledges that the first draft of the Fesenius Lease Extension is in
the form attached hereto as Appendix One, and agrees to sign the Fresenius
Lease Extension in substantially the form attached, subject to changes for the date
and reflecting Buyer as the Landlord as well as reasonable modifications requested
by the tenant and approved by Buyer, in Buyer’s reasonable discretion.  



2. Purchase Price Allocation. The second sentence of Section 2 is deleted in its
entirety and replaced with the following:



The Purchase Price shall be allocated with respect to the Projects as
$11,375,000.00 for the Desert Life Project and $9,625,000.00 for the La Cholla
Project.



3. General Provisions.



(a) Other than as expressly set forth in this Amendment, the Contract is not amended in any
manner.



(b) From and after the Amendment Date, all references in the Contract and in any other
document related to the Escrow to the term “Contract” or “Agreement” shall be deemed to refer to
the Contract as modified by this Amendment.



(c) Each person executing this Amendment personally represents and warrants that he or she has
the requisite authority to bind the party on whose behalf the Amendment is being executed.



(d) This Amendment may be executed in any number of counterparts, whether by original, copy,
or telecopy signature, and each counterpart of this Amendment so executed shall, taken together,
comprise one and the same original document.



(e) Time is of the essence of this Amendment.



[Signatures appear on next page]






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This Third Amendment to Sale Agreement and Escrow Instructions is executed as of the Amendment
Date.



“DESERT LIFE SELLER”



2001 W. ORANGE GROVE ROAD, LLC,


an Arizona limited liability company



By: /s/ William R. Metzler




	 	 	William R. Metzler, Manager





PVP INVESTMENTS, LLC,





a Delaware limited liability company



By: /s/ James D. Vandever




	 	 	James D. Vandever, Sole Member





WRM INVESTMENTS, LLC,





an Arizona limited liability company



By: /s/ William R. Metzler




	 	 	William R. Metzler, Administrative Member





EDI BAPTIST, LLC,





an Arizona limited liability company



By: /s/ Scott Douglas




	 	 	Scott O. Douglas, Managing Member





“LA CHOLLA SELLER”



WRM INVESTMENTS, LLC,





an Arizona limited liability company



By: /s/ William R. Metzler




	 	 	William R. Metzler, Administrative Member




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SOD INVESTMENTS, LLC,





An Arizona limited liability company



By: /s/ Scott Douglas




	 	 	Scott O. Douglas, Sole Member





“BUYER”



TRIPLE NET PROPERTIES, LLC,





a Virginia limited liability company



By: /s/ Jeff Hanson

Name: Jeff Hanson

Title: Chief Investment Officer





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