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                                                                    EXHIBIT 99.4

                               MARCUS & MILLICHAP
                               PURCHASE AGREEMENT

THIS DOCUMENT IS MORE THAN A RECEIPT FOR MONEY. IT IS INTENDED TO BE A LEGALLY
BINDING AGREEMENT. READ IT CAREFULLY.

Marcus & Millichap Real Estate Investment Brokerage Company ("Agent"), as agent
for Seller on Record ("Seller"), will receive from Gary and Janet Hedge and/or
assignee ("Buyer") the sum of Fifty Thousand dollars ($50,000) in the form of
check. This sum is a deposit ("Deposit") to be applied to the purchase price of
that certain real property (referred to as the "Property") located in the City
of Phoenix, County of Maricopa, State of Arizona, and more particularly
described as follows:

    A SIXTEEN THOUSAND THREE HUNDRED SEVENTY FOUR SQUARE FOOT OFFICE BUILDING
                                   LOCATED AT:
                               5227 N. 7TH STREET
                                PHOENIX, AZ 85014

                              TERMS AND CONDITIONS

Seller agrees to sell the Property, and Buyer agrees to purchase the Property,
on the following terms and conditions:

1)       PURCHASE PRICE: The purchase price for the Property is One Million
         Eight Hundred Thirty Five Thousand dollars ($1,835,000). Buyer's
         Deposit shall be delivered to Agent upon Seller's execution of this
         Purchase Agreement (the "Agreement"). Agent shall deliver and deposit
         same in escrow as provided in Paragraph 3 below. The balance of the
         purchase price shall be payable at close of escrow pursuant to the
         terms stated below.

2)       DOWN PAYMENT: Buyer shall make a cash down payment of One Million Eight
         Hundred Thirty Five Thousand dollars ($1,835,000).

3)       ESCROW: Within Two (2) calendar days after the Effective Date (as
         defined in Paragraph 36 below) Buyer and Seller shall open escrow with
         Seller's Choice (the "Escrow Holder") by the simultaneous deposit of
         a copy of this Agreement and Buyer's Deposit with the Escrow Holder.
         Within Ten (10) calendar days from Effective Date (as defined in
         paragraph 36 below) Seller and Buyer agree to prepare and execute such
         escrow instructions as may be necessary and appropriate to close the
         transaction. Should said instructions fail to be executed as required.
         Escrow Holder shall and is hereby directed to close escrow pursuant to
         the terms and conditions of this Agreement. Close of escrow (or the
         "Closing Date", which shall mean the date on which the deed
         transferring title is recorded) shall occur within Seventy (70)
         calender days after the Effective Date (as defined in Paragraph 36
         below). Escrow fee shall be paid by 1/2 Buyer, 1/2 Seller. All other
         closing costs shall be paid in accordance with the custom in the
         country in which the Property is located.

4)       PRORATIONS: Rents, real property taxes, premiums on insurance
         acceptable to Buyer, interest on any debt being assumed or taken
         subject to by Buyer, and any other expenses of the Property shell be
         prorated as of the Closing Date. Security deposits, advance rentals,
         and the amount of any future lease credits shall be credited to Buyer.
         The amount of any bond or assessment which is a lien and not
         customarily paid with real property taxes shall be paid Seller.

5)       TITLE: Within Five (5) calendar days after the Effective Date of
         this Agreement, Seller shall procure and cause to be delivered to Buyer
         a preliminary title report issued by Seller's Choice (the"Title
         Company") on the Property. Within Five (5) calendar days following
         receipt thereof, Buyer shall either approve in writing the exceptions
         contained in said title report or specify in writing any exceptions to
         which Buyer reasonably objects. If Buyer objects to any exceptions.
         Seller shall, within Five (5) calendar days after receipt of Buyer's
         objections, deliver to Buyer written notice that either (i) Seller
         will, at Seller's expense, attempt to remove the exception(s) to which
         Buyer has objected before the Closing Date or (ii) Seller is unwilling
         or unable to eliminate said exception(s). If Seller fails to so notify
         Buyer or is unwilling or unable to remove any such exception by the
         Closing Date, Buyer may elect to terminate this Agreement and receive
         back the entire Deposit, in which event Buyer and Seller shall have no
         further obligations under this Agreement; or, alternatively, Buyer may
         elect to purchase the Property subject to such exception(s).

         Seller shall convey by grant deed to Buyer (or to such other person or
         entity as Buyer may specify) marketable fee title subject only to the
         exceptions approved by Buyer in accordance with this Agreement. Title
         shall be Insured by a standard California Land Title Association
         owner's policy of title insurance issued by the Title Company in the
         amount of the purchase price with premium paid by Seller.

                               BUYER'S INITIALS_______  SELLER'S INITIALS_______
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6)       FINANCING CONTINGENCIES:

***

6.1)     NO FINANCING CONTINGENCY -- ALL CASH:

7)       PEST CONTROL CONTINGENCIES:

***

8)       INSPECTION CONTINGENCIES:

***

8.1)     BOOKS AND RECORDS: Seller agrees to provide Buyer with items a-h listed
         below within Three (3) calendar days following the Effective Date:

         a.       All rental agreements, leases, service contracts, insurance
                  policies, latest tax bill(s) and other written agreements or
                  notices which affect the Property.

         b.       The operating statements of the Property for the Twelve (12)
                  calendar months immediately preceding the Effective Date
                  hereof.

         c.       For COMMERCIAL PROPERTIES, copies of whatever documents the
                  Seller may have regarding the financial condition, business
                  prospects or prospective continued occupancy of any tenant
                  (including but not limited to financial statements, credit
                  reports, etc.).

         d.       All notes and security instruments affecting the Property.

         e.       A complete and current rent roll, including a schedule of all
                  tenant deposits and fees.

         f.       A written inventory of all items of Personal Property to be
                  conveyed to Buyer at close of escrow.

         g.       A report by N H D, a professional provider, containing the
                  Natural Hazard Disclosures (as defined below) concerning the
                  Property. "Natural Hazard Disclosures" shall mean whether the
                  Property is located within: (1) Special Flood Hazard Area; (2)
                  Dam Failure Inundation Area; (3) Earthquake Fault Zone; (4)
                  Seismic Hazard Zone; (5) High Fire Severity Area; and/or (6)
                  Wildland Fire Area. Seller represents and warrants that,
                  unless otherwise noted by Seller to Buyer in writing, Seller
                  is unaware of any inaccuracies in the Natural Hazard
                  Disclosures.

         h.       The following items, Environmental Phase One.

         Buyer shall acknowledge receipt of these items in writing. Buyer shall
         have Ten (10) calendar days following receipt thereof to review and
         approve in writing each of these items. If Buyer fails to approve these
         items within the specified time, this Agreement shall be rendered null
         and void, Buyer's entire deposit shall be returned, and Buyer and
         Seller shall have no further obligations hereunder.

8.2)     PHYSICAL INSPECTION: Buyer shall have Ten (10) calendar days following
         the Effective Date to inspect the physical condition of the Property,
         including, but not limited to the soil conditions and the presence or
         absence of lead-based paint and other hazardous materials on or about
         the Property, and to notify the Seller in writing that Buyer approves
         same. If Buyer fails to approve the physical condition of the Property
         within the specified time, this Agreement shall be null and void,
         Buyer's entire deposit shall be returned, and Buyer and Seller shall
         have no further obligations hereunder.

8.3)     STATE AND LOCAL LAWS: Buyer shall have Ten (10) calendar days following
         the Effective Dale to investigate State and local laws to determine
         whether the Property must be brought into compliance with minimum
         energy conservation or safety standards or similar retrofit
         requirements as a condition of sale or transfer and the cost thereof,
         and to notify Seller that Buyer approves same. If approved by Buyer,
         Buyer shall comply with and pay for these requirements. If Buyer fails
         to approve these requirements, if any, within the specified time, this
         Agreement shall be rendered null and void, Buyer's entire Deposit shall
         be returned, and Buyer and Seller shall have no further obligations
         hereunder.

9)       DEPOSIT INCREASE: Upon removal of the inspection contingencies set
         forth in paragraph(s) 5, 8.1, 8.2, 8 .3 hereof, Buyer shall deposit in
         Escrow sufficient funds to increase the Deposit to One Hundred Thousand
         dollars ($ 100,000). The entire Deposit shall be credited to the
         purchase price at the close of escrow unless otherwise provided herein.

10)      DEPOSIT TRANSFER: Buyer's Deposit shall remain in trust, if held by
         Agent, or in escrow if previously deposited in escrow, until removal of
         the inspection contingencies set forth in paragraph(s) 5, 8.1, 8.2, 8.3
         hereof. Upon removal of said contingencies, Buyer's Deposit shall be
         delivered to escrow by Agent (if same has been held in trust by Agent);
         a grant deed duly executed by Seller, sufficient to convey title to
         Buyer, shall be delivered to escrow by Seller; and Buyer and Seller
         shall execute escrow instructions directing the Escrow Holder to
         release immediately from escrow and deliver to Seller Buyer's entire
         Deposit (including increases, if any). Seller shall hold Buyer's
         Deposit subject to the remaining terms and conditions of this
         Agreement. If the Property is made unmarketable by Seller, or acts of
         God, the Deposit shall be returned to Buyer and deed shall be returned
         to Seller.

11)      ESTOPPEL CERTIFICATE CONTINGENCY (LEASED PROPERTIES):

***

                               BUYER'S INITIALS_______  SELLER'S INITIALS_______
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12)      LEASED PROPERTY PRORATIONS: Rents actually collected (prior to closing)
         will be prorated as of the Closing Date and rent collected thereafter
         applied first to rental payments then owed the Buyer and their
         remainder paid to the Seller. All free rent due any tenant at the close
         of escrow for rental periods after the closing shall be a credit
         against the Purchase Price. Other Income and expenses shall be prorated
         as follows: as customary.

13)      PERSONAL PROPERTY: Title to any personal property to be conveyed to
         Buyer in connection with the sale of the Property shall be conveyed to
         Buyer by Bill of Sale on the Closing Date free and clear of all
         encumbrances (except those approved by Buyer as provided above). The
         price of these Items shall be included in the Purchase Price for the
         Property, and Buyer agrees to accept all such personal property in "as
         is" condition.

14)      CONDITION OF PROPERTY: It is understood and agreed that the Property is
         being sold "as is"; that Buyer has, or will have prior to the Closing
         Date, inspected the Property; and that neither Seller nor Agent makes
         any representation or warranty as to the physical condition or value of
         the Property or its suitability for Buyer's intended use.

                               BUYER'S INITIALS_______  SELLER'S INITIALS_______

15)      RISK OF LOSS: Risk of loss to the Property shall be borne by Seller
         until title has been conveyed to Buyer. In the event that the
         improvements on the Property are destroyed or materially damaged
         between the Effective Date of this Agreement and the date title is
         conveyed to Buyer, Buyer shall have the option of demanding and
         receiving back the entire Deposit and being released from all
         obligations hereunder, or alternatively, taking such improvements as
         Seller can deliver. Upon Buyer's physical inspection and approval of
         the Property, Seller shall maintain the Property through close of
         escrow in the same condition and repair as approved, reasonable wear
         and tear excepted.

16)      POSSESSION: Possession of the Property shall be delivered to Buyer on
         Closing Date.

17)      LIQUIDATED DAMAGES: BY PLACING THEIR INITIALS IMMEDIATELY BELOW, BUYER
         AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT
         TO FIX ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER, THAT THE
         AMOUNT OF BUYER'S DEPOSIT HEREUNDER (AS SAME MAY BE INCREASED BY THE
         TERMS HEREOF) IS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES
         IN THE EVENT OF BUYER'S DEFAULT, END THAT UPON BUYER'S DEFAULT IN ITS
         PURCHASE OBLIGATIONS UNDER THIS AGREEMENT, NOT CAUSED BY ANY BREACH BY
         SELLER, SELLER SHALL BE RELEASED FROM ITS OBLIGATIONS TO SELL THE
         PROPERTY AND SHALL RETAIN BUYER'S DEPOSIT (AS SAME MAY BE INCREASED BY
         THE TERMS HEREOF) AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER'S SOLE
         AND EXCLUSIVE REMEDY IN LAW OR AT EQUITY FOR BUYER'S DEFAULT.

                               BUYER'S INITIALS_______  SELLER'S INITIALS_______

18)      SELLER EXCHANGE: Buyer agrees to cooperate should Seller elect to sell
         the Property as part of a like-kind exchange under IRC SECTION 1031.
         SELLER'S CONTEMPLATED EXCHANGE SHALL not impose upon Buyer any
         additional liability or financial obligation, and Seller agrees to hold
         Buyer harmless from any liability that might arise from such exchange.
         This Agreement is not subject to or contingent upon Seller's ability to
         acquire a suitable exchange property or effectuate an exchange. In the
         event any exchange contemplated by Seller should fail to occur, for
         whatever reason, the sale of the Property shall nonetheless be
         consummated as provided herein.

19)      BUYER EXCHANGE: Seller agrees to cooperate should Buyer elect to
         purchase the Property as part of a like-kind exchange under IRC Section
         1031. Buyer's contemplated exchange shall not impose upon Seller any
         additional liability or financial obligation, and Buyer agrees to hold
         Seller harmless from any liability that might arise from such exchange.
         This Agreement is not subject to or contingent upon Buyer's ability to
         dispose of its exchange property or effectuate an exchange. In the
         event any exchange contemplated by Buyer should fail to occur, for
         whatever reason, the sale of the Property shall nonetheless be
         consummated as provided herein.

20)      DISCLOSURE OF REAL ESTATE LICENSURE:

***

21)      AUTHORIZATION: Buyer and Seller authorize Agent to disseminate sales
         information regarding this transaction, including the purchase price of
         the Property.

22)      AGENCY DISCLOSURE:

***

22.1)    DUAL AGENCY: Seller and Buyer understand that Agent represents both
         Seller and Buyer in the sale of the subject Property, and acknowledge
         that they have authorized and consented to such dual representation.

23)      OTHER BROKERS: Buyer and Seller agree that in the event any broker
         other than Agent or a broker affiliated with Agent is involved in the
         disposition of the Property, Agent shall have no liability to Buyer or
         Seller for the acts or omissions of such other broker, who shall not be
         deemed to be a subagent of Agent.

                               BUYER'S INITIALS_______  SELLER'S INITIALS_______
                                         SCA - Copyright Marcus & Millichap 1997

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24)      LIMITATION OF LIABILITY: Except for Agent's gross negligence or willful
         misconduct. Agent's liability for any breach or negligence in its
         performance of this Agreement shall be limited to the greater of
         $50,000 or the amount of compensation actually received by Agent in any
         transaction hereunder.

25)      SCOPE OF AGENT'S AUTHORITY AND RESPONSIBILITY: Agent shall have no
         authority to bind either Buyer or Seller to any modification or
         amendment of this Agreement. Agent shall not be responsible for
         performing any due diligence or other investigation of the Property on
         behalf of either Buyer or Seller, or for providing either party with
         professional advice with respect to any legal, tax, engineering,
         construction or hazardous materials issues. Except for maintaining the
         confidentiality of any information regarding Buyer or Seller's
         financial condition and any future negotiations regarding the terms of
         this Purchase Agreement, Buyer and Seller agree that their relationship
         with Agent is at arm's length and is neither confidential nor fiduciary
         in nature.

26)      BROKER DISCLAIMER: Buyer and Seller acknowledge that, except as
         otherwise expressly stated herein. Agent has not made any
         investigation, determination, warranty or representation with respect
         to any of the following: (a) the financial condition or business
         prospects of any tenant, or such tenant's intent to continue or renew
         its tenancy in the Property; (b) the legality of the present or any
         possible future use of the Property under any federal, state or local
         law: (c) pending or possible future action by any governmental entity
         or agency which may affect the Property; (d) the physical condition of
         the Property, including but not limited to, soil conditions, the
         structural integrity of the improvements, and the presence or absence
         of fungi or wood-destroying organisms: (e) the accuracy or completeness
         of income and expense information and projections, of square footage
         figures, and of the texts of leases, options, and other agreements
         affecting the Property: (f) the possibility that lease, options or
         other documents exist which affect or encumber the Property and which
         have not been provided or disclosed by Seller; or (g) the presence or
         location of any hazardous materials on or about the Property,
         including, but not limited to, asbestos, PCB's, or toxic, hazardous or
         contaminated substances, and underground storage tanks.

         Buyer agrees that investigation and analysis of the foregoing matters
         is Buyer's sole responsibility and that Buyer shall not hold Agent
         responsible therefore. Buyer further agrees to reaffirm its
         acknowledgment of this disclaimer at close of escrow and to confirm
         that it has relied upon no representations of Agent in connection with
         its acquisition of the Property.

                               BUYER'S INITIALS______   SELLER'S INITIALS_______

27)      LEAD-BASED PAINT HAZARDS: Every purchaser of any interest in
         residential real property on which a residential dwelling was built
         prior to 1978 is notified that such property may present exposure to
         lead from lead-based paint that may place young children at risk of
         developing lead poisoning. Lead poisoning in young children may produce
         permanent neurological damage, including learning disabilities, reduced
         intelligence quotient, behavioral problems, and impaired memory. Lead
         poisoning also poses a particular risk to pregnant women. The seller of
         any interest in residential real property is required to provide the
         buyer with any information on lead-based paint hazards. A risk
         assessment or inspection for possible lead-based paint hazards is
         recommended prior to purchase. (SELLER TO INITIAL ONE BELOW):

         (_______) 1. Seller warrants that the Property was constructed after
         1978.

         (_______) 2. Seller is not sure when the Property was constructed
         and/or has reason to believe that lead-based paint hazards may be
         present (ATTACH "LEAD-BASED PAINT DISCLOSURE ADDENDUM TO PURCHASE
         AGREEMENT").

28)      MOLD/ALLERGEN ADVISORY AND DISCLOSURE: Buyer is advised of the possible
         presence within properties of toxic(or otherwise illness-causing)
         molds, fungi, spores, pollens and/or other botanical substances and/or
         allergens (e.g. dust, pet dander, insect material, etc.). These
         substances may be either visible or invisible, may adhere to walls and
         other accessible and inaccessible surfaces, may be embedded in carpets
         or other fabrics, may become airborne, and may be mistaken for other
         household substances and conditions. Exposure carries the potential of
         possible health consequences. Agent strongly recommends that Buyer
         contact the State Department of Health Services for further information
         on this topic.

         Buyer is advised to consider engaging the services of an environmental
         or industrial hygienist (or similar, qualified professional) to inspect
         and test for the presence of harmful mold, fungi, and botanical
         allergens and substances as part of Buyer's physical condition
         inspection of the Property, and Buyer is further advised to obtain from
         such qualified professionals information regarding the level of
         health-related risk involved, if any, and the advisability and
         feasibility of eradication and abatement, if any.

         Buyer is expressly cautioned that Agent has no expertise in this area
         and is, therefore, incapable of conducting any level of inspection of
         the Property for the possible presence of mold and botanical allergens.
         Buyer acknowledges that Agent has not made any investigation,
         determination, warranty or representation with respect to the possible
         presence of mold or other botanical allergens, and Buyer agrees that
         the investigation and analysis of the foregoing matters is Buyer's sole
         responsibility and that Buyer shall not hold Agent responsible
         therefore.

                               BUYER'S INITIALS______   SELLER'S INITIALS_______
                                         SCA - Copyright Marcus & Millichap 1997

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29)      ARBITRATION OF DISPUTES: IF A CONTROVERSY ARISES WITH RESPECT TO THE
         SUBJECT MATTER OF THIS PURCHASE AGREEMENT OR THE TRANSACTION
         CONTEMPLATED HEREIN (INCLUDING BUT NOT LIMITED TO THE PARTIES' RIGHTS
         TO THE DEPOSIT OR THE PAYMENT OF COMMISSIONS AS PROVIDED HEREIN),
         BUYER, SELLER AND AGENT AGREE THAT SUCH CONTROVERSY SHALL BE SETTLED BY
         FINAL, BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL
         ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND
         JUDGEMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED
         IN ANY COURT HAVING JURISDICTION THEREOF.

         NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
         DISPUTE OUT OF THE MATTER INCLUDED IN THE "ARBITRATION OF DISPUTES"
         PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW
         AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
         LITIGATED IN COURT OR JURY TRAIL. BY INITIALING IN THE SPACE BELOW YOU
         ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH
         RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES"
         PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO
         THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY
         OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
         ARBITRATION PROVISION IS VOLUNTARY.

         WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
         ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
         PROVISION TO NEUTRAL ARBITRATION.

                          BUYER'S INITIALS _________    SELLER'S INITIALS_______

30)      SUCCESSORS & ASSIGNS: This Agreement and any addends hereto shall be
         binding upon and inure to the benefit of the heirs, successors, agents,
         representatives and assigns, of the parties hereto.

31)      ATTORNEYS' FEES: In any litigation, arbitration or other legal
         proceeding which may arise between any of the parties hereto, Including
         Agent, the prevailing party shall be entitled to recover its costs,
         including costs of arbitration, and reasonable attorneys' fees in
         addition to any Other relief to which such party may be entitled.

32)      TIME: Time is of the essence of this Agreement.

33)      NOTICES: All notices required or permitted hereunder shall be given to
         the parties in writing (with a copy to Agent) at their respective
         addresses as set forth below. Should the date upon which any act
         required to be performed by this Agreement fall on a Saturday, Sunday
         or holiday, the time for performance Shall be extended to the next
         business day.

34)      FOREIGN INVESTOR DISCLOSURE: Seller and Buyer agree to execute and
         deliver any instrument, affidavit or statement, and to perform any act
         reasonably necessary to carry out the provisions of this Foreign
         Investment in Real Property Tax Act and regulations promulgated
         thereunder

35)      ADDENDA: Any addendum attached hereto and either signed or initialed by
         the parties shall be deemed a part hereof. This Agreement, including
         addenda, if any, expresses the entire agreement of the parties and
         supersedes any and all previous agreements between the parties with
         regard to the Property. There are no other understandings, oral or
         written, which in any way alter or enlarge its terms, and there are no
         warranties or representations of any nature whatsoever, either express
         or implied, except as set forth herein. Any future modification of this
         Agreement will be effective only if it is in writing and signed by the
         party to be charged.

36)      ACCEPTANCE AND EFFECTIVE DATE: Buyer's signature hereon constitutes an
         offer to Seller to purchase the Property on the terms and conditions
         set forth herein. Unless acceptance hereof is made by Seller's
         execution of this Agreement and delivery of a fully executed Copy to
         Buyer, either in person or by mail at the address shown below, on or
         before Friday, November 7, 2003, this offer shall be null and
         void, the Deposit shall be returned to Buyer, and neither Seller nor
         Buyer shall have any further rights or obligations hereunder. Delivery
         shall be effective upon personal delivery to Buyer or Buyer's agent or,
         if by mail, on the next business day following the date of postmark.
         The "Effective Date" of this Agreement shall be the later Of (a) the
         date on which Seller executes this Agreement, or (b) the date of or
         written acceptance (by either Buyer or Seller) of the final
         counter-offer submitted by the other party.

37)      GOVERNING LAW: This Agreement shall be governed by and construed in
         accordance with the laws of the State of California.

38)      OTHER TERMS AND CONDITIONS;

THE PARTIES ARE ADVISED TO CONSULT THEIR RESPECTIVE ATTORNEYS WITH REGARD TO THE
LEGAL EFFECT AND VALIDITY OF THIS PURCHASE AGREEMENT.

The undersigned Buyer hereby offers and agrees to purchase the above-described
Property for the price and upon the terms and conditions herein stated.

                    BUYER'S INITIALS_____________ SELLER'S INITIALS_____________

Purchase Agreement                       SCA - Copyright Marcus & Millichap 1997

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This offer is made by Buyer to Seller on this 3rd day of October, 2003. The
undersigned Buyer hereby acknowledges receipt of an executed copy of this
Agreement, including the Agency Disclosure contained in Paragraph 22, above.

BUYER: /s/ Gary Hedge                           ADDRESS: On file
       -----------------------------
       Gary Hedge

DATE: October 3, 2003                           TELEPHONE: On file

BUYER:                                          ADDRESS: On file
       -----------------------------

DATE: October 3, 2003                           TELEPHONE: On file

              SELLER'S ACCEPTANCE AND AGREEMENT TO PAY COMMISSION

The undersigned Seller accepts the foregoing offer and agrees to sell the
Property to Buyer for the price and on the terms and conditions stated herein.
Seller acknowledges receipt of an executed copy of this Agreement and authorizes
Agent to deliver an executed copy to Buyer.

Seller reaffirms its agreement to pay to Agent a real estate brokerage
commission pursuant to the terms of that certain Representation Agreement
between Agent and Seller dated August 22, 2003, which shall remain in full force
and effect. Said Commission is payable in full on the Closing Date and Shall be
paid in cash through escrow, Escrow Holder is directed to make such payment to
Agent from Seller's proceeds of sale. The provisions of this paragraph may not
be amended or modified without the written consent of Agent.

Seller acknowledges and agrees that payment of said commission is not contingent
upon the closing of the transaction contemplated by this Agreement, and that, in
the event completion of the sale is prevented by default of Seller, then Seller
shall immediately be obligated to pay to Agent the entire commission. Seller
agrees that in the event completion of the sale is prevented by default of
Buyer, then Seller shall be obligated to pay to Agent an amount equal to one
half of any damages or other monetary compensation (including liquidated
damages) collected from Buyer by suit or otherwise as a consequence of Buyer's
default, if and when such damages or other monetary compensation are collected:
provided, however, that the total amount paid to Agent by Seller shall not in
any case exceed the brokerage commission hereinabove set forth. Seller
acknowledges and agrees that the existence of any direct claim which Agent may
have against Buyer in the event of Buyer's default shall not alter or in any way
limit the obligations of Seller to Agent as set forth herein.

SELLER: /s/ Douglas D. Burkett                  ADDRESS:   on file
       -------------------------------                     ---------------------
       Seller on record
DATE: 11/7/03                                   TELEPHONE: on file

Agent accepts and agrees to the foregoing. Agent represents and warrants that
     Agent is unaware of any incorrect or incomplete information contained in
     any Natural Hazard Disclosures.

AGENT: MARCUS & MILLICHAP REAL ESTATE INVESTMENT BROKERAGE COMPANY

BY:
      -----------------------------------         ADDRESS:   16830 Venture Blvd.
      Max Sharkansky                                         Encino, CA 91436
DATE: ________________________________            TELEPHONE: 818-907-0600

NO REPRESENTATION IS MADE BY AGENT AS TO THE LEGAL OR TAX EFFECT OR VALIDITY OF
ANY PROVISION OF THIS PURCHASE AGREEMENT. A REAL ESTATE BROKER IS QUALIFIED TO
GIVE ADVICE ON REAL ESTATE MATTERS. IF YOU DESIRE LEGAL, FINANCIAL OR TAX
ADVICE, CONSULT YOUR ATTORNEY, ACCOUNTANT OR TAX ADVISOR.

                       BUYER'S INITIALS __________ SELLER'S INITIALS __________
Phoenix                                    SCA-Copyright Marcus & Millichap 1997

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                      FIRST AMENDMENT TO PURCHASE AGREEMENT

         This First Amendment to Purchase Agreement (this "Amendment") is
entered into by Gary and Janet Hedge and/or assignee ("Buyer"), and Zila, Inc.
a Delaware corporation ("Seller"), as of November 6, 2003. By this Amendment,
the parties agree that the Purchase Agreement of on or about even date herewith
between them (the "Agreement") is amended as follows:

         1.       In Section 3, the "Escrow Holder" is Chicago Title Insurance
Company (Mr. DcWayne C, Huffman, CSEO), 55 East Thomas Road, Suite 301, Phoenix,
Arizona 85012.

         2.       In Section 5, the "Title Company" is Chicago Title Insurance
Company.

         3.       In Section 5, at the end of the first paragraph, the following
provision is inserted:

                  Notwithstanding the preceding sentence, if Seller sends notice
                  to Buyer of Seller's, unwillingness or inability to eliminate
                  said exception(s), Buyer shall have five (5) days after
                  receipt of such notice to notify Seller in writing of Buyer's
                  election to terminate this Agreement and receive back the
                  entire Deposit, in which event Buyer and Seller shall have no
                  further obligations under this Agreement, In the event Buyer
                  does not provide such written notice by such deadline, Buyer
                  shall be deemed to have waived its objections to the
                  exception(s) in question, and to have elected to purchase the
                  Property subject to such exception(s).

         4.       In Section 5, in the second paragraph, the words "California
Land Title Association" are deleted and replaced with the words "coverage
A.L.T.A."

         5.       In Section 7, the word "None" is inserted after the colon.

         6.       Section 8.1 is deleted in its entirety and replaced with the
following text:

                  8.1      BOOKS AND RECORDS: Buyer shall have ten (10) calendar
                  days following the Effective Date to inspect and copy any and
                  all information, data, documents and other materials in
                  Seller's possession or reasonably available to Seller relating
                  to the Property, including all reports, engineering and/or
                  survey work, preliminary and final plats relating to the
                  Property, and land use planning information relating to the
                  Property. In the event that Buyer, after conducting its review
                  of such materials, determines at any time within the ten (10)
                  calendar day following the Effective Date, in its sole
                  discretion, that any such items are not acceptable, Buyer
                  shall have the right to cancel the Agreement by written notice
                  to Seller and Escrow Holder, in which event Escrow Holder
                  shall return to Buyer the entire Deposit, and Buyer and Seller
                  shall have no further obligations hereunder. If Buyer does not
                  elect to

                                       1
<PAGE>

                  cancel the Agreement in the manner set forth in the preceding
                  sentence, Buyer shall be deemed to have approved its review of
                  all such documents and materials, and to have elected to
                  proceed with the purchase of the Property.

         7.       In Section 8.2, the last sentence is deleted and replaced with
the following text:

                  In the event that Buyer, after conducting its review of such
                  conditions, determines at any time within the ten (10)
                  calendar day period following the Effective Date, in its sole
                  discretion, that any such conditions are not acceptable, Buyer
                  shall have the right to cancel the Agreement by written notice
                  to Seller and Escrow Holder, on or prior to me end of the ten
                  (10) calendar day period following the Effective Date, in
                  which event Escrow Holder shall return to Buyer the entire
                  Deposit, and Buyer and Seller shall have no further
                  obligations hereunder. If Buyer does not elect to cancel the
                  Agreement in the manner set forth in the preceding sentence,
                  Buyer shall be deemed to have approved its review of all such
                  conditions, and to have elected to proceed with the purchase
                  of the Property.

         8.       In Section 8.3, the last sentence is deleted and replaced with
the following text:

                  In the event that Buyer, after conducting its review of such
                  requirements, determines at any time within the ten (10)
                  calendar day period following the Effective Date, in its sole
                  discretion, that any such requirements are not acceptable,
                  Buyer shall have the right to cancel the Agreement by written
                  notice to Seller and Escrow Holder, on or prior to the end of
                  the ten (10) calendar day period following the Effective Date,
                  in which event Escrow Holder shall return to Buyer the entire
                  Deposit, and Buyer and Seller shall have no further
                  obligations hereunder. If Buyer does not elect to cancel the
                  Agreement in the manner set forth in the preceding sentence,
                  Buyer shall be deemed to have approved its review of all such
                  requirements, and to have elected to proceed with the purchase
                  of the Property.

         9.       In Section 11, the word "None" is inserted after the colon.

         10.      Section 13 is deleted in its entirety, the parties hereby
confirming that no personal property is being conveyed in connection with the
transaction.

         11.      Section 16 is deleted in its entirety, the parties hereby
confirming that possession of the Property shall be retained by Seller on and
after the Closing Date pursuant to the Lease defined below).

         12.      The parties agree that Section 17 shall not limit any
indemnification obligation of buyer.

                                        2
<PAGE>

         13.      Section 24 is deleted in its entirety.

         14.      In Section 25, all of the text after the first sentence
thereof is deleted in its entirety.

         15.      Section 26 is deleted in its entirety.

         16.      Section 27 is deleted in its entirety.

         17.      In Section 29, the parties agree as follows; (i) any
arbitration shall be subject to Arizona law, rather than California law; (ii)
the location for any arbitration shall be Maricopa County, Arizona; and (iii)
the sentence containing a reference to the "California Code of Civil Procedure"
is deleted.

         18.      In Section 31, the words, "including Agent", are deleted.

         19.      In Section 33, the parenthetical "(with a copy to Agent)" is
deleted.

         20.      Pursuant to Section 35, this Amendment shall constitute an
addendum to the Agreement and is incorporated therein by this reference.

         21.      In Section 36, the deadline for acceptance is revised to be
Friday, November 7, 2003.

         22. In Section 37, the reference to California is deleted and replaced
with a reference to Arizona, such that Arizona law shall govern the contract.

         23.      The following additional provisions are hereby added to the
Agreement:

                  39.      INDEMNIFICATION. Buyer shall, and hereby does,
                  indemnify, defend and hold harmless Seller for, from and
                  against any liability, obligation, action, suit, judgment,
                  fine, award, loss, claim, demand or expense (including
                  attorneys' fees) arising from (i) any act or omission of Buyer
                  or Buyer's agents or contractors pertaining in any manner to
                  the Property for the period of time on or after the Closing
                  Date, or (ii) any investigation or entry onto the Property by
                  Buyer or Buyer's agents or contractors at any time prior to
                  the Closing Date.

                  40.      INFORMATION; LIMITATION ON LIABILITY: Buyer
                  acknowledges that any tax information, engineering data,
                  feasibility or marketing reports, soil reports or other
                  information of any kind or nature relating to the Property
                  which Buyer has received or may receive from Seller or its
                  agents is, will be, or has been furnished on the express
                  condition that Buyer shall make its own independent
                  verification of the accuracy of the information. Buyer agrees
                  that it shall not attempt to assert any liability against
                  Seller by reason of Seller's having furnished such information
                  or

                                       3

<PAGE>

                  by reason of any such information becoming or proving to have
                  been incorrect or inaccurate in any respect.

                  41.      LEASE CONDITION PRECEDENT: Seller's obligation to
                  consummate the transactions contemplated by the Agreement and
                  to perform on the Closing Date shall be expressly conditioned
                  upon the completion and execution by the parties of a lease
                  agreement for the Property, in form and content acceptable to
                  Seller, which lease agreement must be executed at or prior to
                  the Closing Date, and must become effective immediately upon
                  the close of escrow (the "Lease").

                  42.      CLOSING DELIVERIES AND FURTHER ASSURANCES: The
                  parties shall execute and deliver on or prior to the Closing
                  Date such documents and items as are necessary to implement
                  the intent of the Agreement and are customary for real estate
                  purchase and sale transactions of this nature in Maricopa
                  County, Arizona. Seller shall convey title to the Property by
                  Special Warranty Deed.

         24.      In the section entitled "SELLER'S ACCEPTANCE AND AGREEMENT TO
PAY COMMISSION", the last two paragraphs are deleted in their entirety.

         In the event of any conflict between the terms of this Amendment and
the terms of the Agreement, the terms of this Amendment shall control. Subject
to the preceding sentence, and except as expressly modified herein, the
Agreement shall continue in full force and effect in accordance with its
original terms.

                                       4

<PAGE>


      Dated as of November 6, 2003

SELLER:                              ZILA, INC., a Delaware corporation

                                     By:  /s/ DOUGLAS D. BURKETT, Ph.D.
                                          -----------------------------
                                     Its:  PRESIDENT, CEO & CHAIRMAN

BUYER:
                                     /s/ GARY HEDGE
                                     -----------------------------------
                                     GARY HEDGE

                                     /s/ JANET HEDGE
                                     -----------------------------------
                                     JANET HEDGE

<PAGE>

                     SECOND AMENDMENT TO PURCHASE AGREEMENT

         This Second Amendment to Purchase Agreement Dated November 7, 2003,
(this "Amendment") is entered into by Gary and Janet Hedge and/or assignee
("Buyer"), and Zila, Inc. a Delaware corporation ("Seller"), as of November 19,
2003. By this Amendment, the parties agree that the Purchase Agreement of on or
about even date herewith between them (the "Agreement") is amended as follows:

         1.       Buyer and Seller hereby agree that the Close of Escrow Date
                  shall be on or before January 16, 2004.

SELLER:                              ZILA, INC., a Delaware corporation

                                     By:   /s/ DOUGLAS D. BURKETT, Ph.D.
                                           -----------------------------
                                     Its:  CHAIRMAN, PRESIDENT & CEO

                                     Date: 11/21/03

BUYER:
                                     -----------------------------------
                                     GARY HEDGE

                                     -----------------------------------
                                     JANET HEDGE

                                     Date:
                                          ------------------------------