AGREEMENT OF PURCHASE AND SALE


            
            AND JOINT ESCROW INSTRUCTIONS


             


            
            This Purchase and Sale Agreement and Joint Escrow Instructions
            (“Agreement”), is made and entered into this 14 day of June 2007, by and
            between Woodflame, Inc., a California corporation
            (“Seller”), and Mark Zimmerman, as
            Qualified Exchange Accommodator for Montgomery Realty Group, Inc., a Nevada
            corporation (“Buyer”).


             


            
            It is the intent of Buyer and Seller that First American Title Insurance
            Company (“Escrow Agent”), whose offices are located at 1850 Mt. Diablo
            Blvd., Suite 300, Walnut Creek, California 94596, shall open an escrow in connection
            with, and act as escrow agent for, the transaction described in this Agreement. It is
            further the intent of Buyer and Seller that Escrow Agent accept this Agreement as the
            joint escrow instructions of Buyer and Seller in connection with this transaction,
            except to the extent that Buyer and Seller shall hereafter execute further joint escrow
            instructions as they shall believe are necessary or desirable.


             


            
            RECITALS


             


            
            A.         Seller is the
            owner of the real property and improvements thereon, which is located at, and commonly
            known as, 447 Battery Street, San Francisco, California (the “Property”).
            The legal description of the Property is attached hereto and marked Exhibit
            A.


             


            
            B.         Buyer desires to
            purchase, and Seller desires to sell, the Property upon the terms and conditions
            hereinafter set forth.


             


            
            NOW, THEREFORE, in consideration of the mutual covenants contained
            herein, as well as other valuable consideration, it is hereby agreed as
            follows:


             


            
            1.          
            Property.
            Seller agrees to sell, and Buyer agrees to purchase, the Property. The
            Property shall consist of:


             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            the real property which is situated under the
                            improvements,

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (ii)

                        	
                            
                            all improvements on the Property,

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (iii)

                        	
                            
                            all rights, privileges, and easements of the
                            Property,

                        


            


            
             


            
            (iv)         an assignment of
            the leases described in Exhibit B, as well as any other leases of the Property, if any,
            that may exist at the time of the Close of Escrow (subject to Section 20),
            and


            
             


            
            (v)          all fixtures
            and personal property which are situated on the Property at the time when this
            Agreement is executed, related to the operation of the Property, and owned by
            Seller.


            
             


            
            2.          
            Purchase Price.
            The purchase price for the Property shall be Seven Million Six Hundred
            and Fifty Thousand Dollars ($7,650,000.00) [“Purchase Price”], which shall
            be payable as follows:


             


            
            (i)          as provided
            hereafter, Buyer shall deposit One Hundred Thousand Dollars ($100,000.00) with Escrow
            Agent upon its execution of this Agreement;


            
             


            
            (ii)          as provided
            hereafter, Buyer shall deposit an additional One Hundred Thousand Dollars ($100,000.00)
            in escrow on or before the Contingency Removal Date;


            
             

            
            


            

            

            
                         
            (iii)           Buyer shall deposit
            the remainder of the Purchase Price, in the amount of Seven Million Four Hundred Fifty
            Thousand Dollars and no cents ($7,450,000.00), less any interest earned on the Deposit,
            (“Final Payment”) in escrow at least one (1) business day prior to the
            Close of Escrow.


             


            
            3.          
            Escrow Agent. Buyer and Seller have
            mutually chosen First American Title Insurance Company, whose offices are at the
            above-stated address, (“Escrow Agent”) to act as escrow agent for this
            transaction and to perform the duties specified herein. If Escrow Agent is hereafter
            unwilling or unable to perform the duties specified herein or if the parties hereto
            mutually become dissatisfied with Escrow Agent’s performance, Buyer and Seller
            shall mutually choose another title insurance company in the City and County of San
            Francisco to act as escrow agent for this transaction.


             


            
                	
                            
                             

                        	
                            
                            4.

                        	
                            
                            Buyer’s
                            Deposits.

                        


            


             


            
            (a)         
            First Deposit. Simultaneously with his
            execution of this Agreement, Buyer shall deposit with Escrow Agent the sum of One
            Hundred Thousand Dollars ($100,000.00) [the “First Deposit”]. Escrow Agent
            shall place the First Deposit in an interest bearing account in a reputable financial
            institution chosen by Escrow Agent. All interest on the First Deposit shall accrue to
            Buyer.


            
             


            
            (b)        
            Second Deposit. If Buyer serves Seller and
            Escrow Agent with a written Notice of Approval as provided in Section 9, Buyer must
            simultaneously deposit with Escrow Agent an additional One Hundred Thousand Dollars
            ($100,000.00) [the “Second Deposit”]. If Buyer fails to deliver the Second
            Deposit to Escrow Agent simultaneously with his service of a Notice of Approval, Seller
            shall have the right to terminate this Agreement at any time by written notice to Buyer
            and Escrow Agent until Buyer delivers the Second Deposit to Escrow Agent. Escrow Agent
            shall place the Second Deposit in the same interest bearing account as the First
            Deposit, and all interest on the Second Deposit shall also accrue to Buyer. The First
            Deposit and the Second Deposit shall collectively be referred to herein as the
            “Deposit.”


            
             


            
            (c)         
            Status of the Deposit on the Contingency Removal
            Date. If Buyer serves Seller and Escrow Agent with a Notice
            of Approval in accordance with the requirements of Section 9, the Deposit shall be
            non-refundable for all purposes. Thereafter, the Deposit, together with interest
            thereon, shall be credited to ‘the Purchase Price at the Close of Escrow. If
            Buyer does not serve Seller and Escrow Agent with a Notice of Approval by the
            Contingency Removal Date as required by Section 9 or if Seller terminates this
            Agreement as provided in subsection (b) hereof, Escrow Agent shall return the First
            Deposit and interest earned thereon to Buyer, less all escrow fees and
            costs.


            
             


            
            5.          
            Seller’s Disclosure
            Obligations. Within three
            (3) business days after Buyer delivers the fully executed original of this Agreement to
            Seller, Seller shall provide Buyer with: (i) copies the existing leases of the
            Property, a list of which is attached hereto and marked Exhibit B, (ii) a list of
            all existing contracts concerning the Property, together with copies of those
            contracts, (iii) any plans of the Property in Seller’s possession or under
            its control, (iv) any governmental notices regarding the Property, if any,
            (v) real estate tax bills for the Property for the period 2005 — 2007, (vi)
            a copy of a preliminary report prepared by Escrow Agent, and (vii) copies of all
            other current and historical information about the Property, if any. However,
            Seller’s disclosure requirements concerning the Property shall be limited to the
            documents which Seller has in its possession or under its control, and Seller shall not
            be required to prepare any documents that are not already in Seller’s files or to
            prepare spreadsheets or organize information regarding the Property. Buyer acknowledges
            that Seller makes no representation regarding the findings or conclusions in any report
            concerning the Property.


             


            
            2


             

            
            


            

            

            
                            
            6.           
            Buyer’s Right to Investigate the
            Property.


             


            
            (a)         
            Buyer’s Right of Access. During the
            thirty (30) day period after Buyer delivers the fully executed original of this
            Agreement to Seller (“Contingency Removal Period”), Buyer and any of his
            authorized agents may have access to all portions of the Property on regular business
            days and during normal business hours, so long as Buyer gives Seller at least
            twenty-four (24) hours prior written notice. Buyer shall have the right to conduct
            those engineering and other studies regarding the condition of the Property that Buyer
            deems prudent. However, Buyer shall not conduct any physical sampling or testing of the
            Property unless (i) Buyer delivers a written notice to Seller at least forty-eight (48)
            hours in advance which describes the sampling or testing that Buyer proposes to perform
            and (ii) Seller delivers a written consent thereto to Buyer, which consent shall not be
            unreasonably withheld. Buyer shall not cause any damage or destruction to the Property
            or loss to Seller as a result of Buyer’s sampling or testing of the Property. In
            addition, Buyer shall not interfere with any of the tenants in the Property or with the
            operation of their businesses.


            
             


            
            (b)        
            Environmental Audit. During the Contingency
            Removal Period, Buyer, at his sole cost and expense, shall have the right to conduct an
            environmental audit of the Property and such environmental studies regarding the
            Property as Buyer deems prudent. However, any physical sampling and testing shall
            comply with the requirements of subsection (a) hereof.


            
             


            
            (c)         
            ALTA Survey. Buyer, at his sole cost and
            expense, shall have the right to have a licensed California land surveyor or civil
            engineer prepare an ALTA survey of the Property which may be used by Escrow Agent in
            issuing an ALTA policy.


            
             


            
            7.          
            Scope of Buyer’s Investigation of the
            Property. During the
            Contingency Removal Period, Buyer shall conduct as thorough and complete a review of
            the condition of the Property and all matters affecting the profitability, operation,
            title, and ownership of the Property as Buyer shall deem to be reasonable or necessary
            in order to inform himself fully regarding Buyer’s purchase of the Property.
            Buyer’s investigation may include, but shall not be limited to, (i) all matters
            concerning title to the Property (including easements and access rights), (ii) all
            governmental and legal requirements, i.e., zoning, land use, compliance with disabled
            access requirements of the Americans with Disabilities Act and Title 24 of the
            California Code of Regulations, property taxes, assessments, use permit requirements,
            building codes, and compliance of the Property with all other governmental regulations,
            laws, permits, and approvals, (iii) the physical condition of the improvements on the
            Property, including all utility connections and systems and all building operating
            systems, and warranties, and (iv) the soil and water conditions of the Property, the
            stability and load bearing capacity of the soil, and the presence of hazardous
            materials on the Property.


             


            
            8.          
            “As-Is”
            Purchase. Buyer acknowledges
            and agrees that he is purchasing the Property solely in reliance on his own
            investigations of the Property and not in reliance on any representations or warranties
            of Seller, except those set forth in Section 18 and that he is purchasing the Property
            in its “as-is” condition.


             


            
            3


             

            
            


            

            

            
                        
            9.          
            Notice of Approval.
            Buyer shall have until 5:00 p.m. on the date that is thirty (30) days
            after Buyer delivers the fully executed original of this Agreement to Seller (the
            “Contingency Removal Date”) to approve all conditions or matters affecting
            the operation, title, and ownership of the Property, including but not limited to those
            matters described in Section 7. 1f on or before 5:00 p.m. on the Contingency Removal
            Date, Buyer serves Seller and Escrow Agent with a written notice approving the
            condition of the Property (“Notice of Approval”), Buyer shall be deemed to
            have approved all conditions and matters affecting the operation, title, and ownership
            of the Property and to have waived his right to terminate this Agreement for any such
            reason. If Buyer does not serve Seller and Escrow Agent with a Notice of Approval by
            5:00 p.m. on the Contingency Removal Date, this Agreement shall immediately terminate;
            and, except as otherwise expressly provided herein, Buyer and Seller shall owe no
            further obligations to each other under this Agreement. Unless there is an express
            written waiver of this Section 9, which is signed by Buyer and Seller (and not by their
            agents), if Buyer does not serve Seller and Escrow Agent with a Notice of Approval by
            5:00 p.m. on the Contingency Removal Date, any further communications between Buyer and
            Seller and any acts performed by Buyer or Seller shall not be deemed to be in
            contemplation of this Agreement and shall not be construed as a waiver of this Section
            9.


             


            
            10.        
            Buyer’s Obligation to Deliver to Seller Documents Concerning
            the Property. If Buyer does
            not serve Seller and Escrow Agent with a Notice of Approval by 5:00 p.m. on the
            Contingency Removal Date, Buyer within five (5) business days after the Contingency
            Removal Date shall deliver to Seller: (1) all copies of the documents which Seller
            provided to Buyer pursuant to Section 5 and (ii) all documents concerning or reflecting
            Seller’s investigation of the Property, including all communications with third
            parties.


             


            
            11.        
            Assignment of Contracts Affecting the
            Property. At least thirty (30) days prior to the Closing
            Date, Buyer shall deliver to Seller and deposit into escrow (i) a written list
            (“Buyer’s Assignment List”) that identifies the contracts affecting
            the Property that Buyer desires to assume on the Closing Date and (ii) the form of
            assignment (“Assignment Form”) that Buyer desires Seller to use for the
            contracts that will be assumed. Seller shall not be required to assign any contract
            concerning the Property to Buyer that Buyer has not identified on Buyer’s
            Assignment List and shall not be required to assign any contracts if Seller does not
            receive Buyer’s Assignment List at least thirty (30) days prior to the Closing
            Date. Seller shall execute the Assignment Form for the contracts on Buyer’s
            Assignment List and shall deposit that the executed Assignment Forms for those
            contracts into escrow; provided, however, Seller shall not be liable to Buyer lithe
            other contracting party refuses to accept the assignment of the contract.


             


            
                	
                            
                             

                        	
                            
                            12.

                        	
                            
                            Close of Escrow and Closing
                            Date.

                        


            


             


            
            (a)         
            Closing Date. The purchase and sale of the
            Property shall close (the “Close of Escrow”) on the date (the
            “Closing Date”) that is thirty (30) days after the Contingency Removal
            Dale.


            
             


            
            (b)        
            Seller’s Deposit into Escrow. At
            least one (1) business day prior to the Closing Date, Seller shall deposit all of the
            following into escrow;


            
             


            
            (i)         fully executed
            originals of all of the conveyancing documents described in Section 13,


            
             


            
            (ii)        Seller’s
            affidavit of non-foreign status as contemplated by Section 1445 of the Internal Revenue
            Code of 1986, as amended (26 USCA § 1445),


            
             


            
            (iii)       Seller’s affidavit
            as contemplated by the Revenue and Taxation Code Section 18662;


            
             


            
            4


             

            
            


            

            

            
                          
            (iv)       the Assignment Forms, executed by Seller,
            for those contracts that appear on Buyer’s Assignment List (unless the other
            contracting party refuses to consent to the assignment),


            
             


            
            (v)        a copy of
            Seller’s notices of termination for all contracts affecting the Property, other
            than those contracts on Buyer’s Assignment List, which termination shall be
            effective on or before the Close of Escrow, and


            
             


            
            (vi)       any other documents that
            may be described in escrow instructions that Buyer and Seller may execute hereafter or
            that may be requested by Escrow Agent in accordance with its normal customs and
            practices.


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Buyer’s Deposit into
                            Escrow.

                        


            


            
             


            
            (i)         If Buyer
            desires to obtain an ALTA title insurance policy covering the Property, Buyer shall
            deliver to Escrow Agent an ALTA survey of the Property that is satisfactory to Escrow
            Agent within the time period requested by Escrow Agent. The Close of Escrow shall not
            be delayed as a consequence of Buyer’s delay in delivering an ALTA survey to
            Escrow Agent.


            
             


            
            (ii)        At least thirty (30)
            days prior to the Closing Date, Buyer shall deliver to Seller, and deposit into escrow,
            Buyer’s Assignment List.


            
             


            
            (iii)       In addition, at least one
            (1) business day prior to the Closing Date, Buyer shall deposit all of the following
            into escrow:


            
             


            
            (1)        the Final Payment (as
            defined in Section 2), less any tenant security deposits retained by Seller, as set
            forth in Escrow Agent’s Estimate Statement,


            
             


            
            (2)        the title insurance
            premiums, closing costs and escrow fees and charges as described in Section 15,
            and


            
             


            
            (3)        any other documents
            as may be described in escrow instructions that Buyer and Seller may execute hereafter
            or as may be requested by Escrow Agent in accordance with its normal customs and
            practices.


            
             


            
            (d)        
            Escrow Agent’s Estimated Statement.
            At least five (5) days prior to the Closing Date, Escrow Agent shall deliver to Buyer
            and Seller Escrow Agent’s estimated statement (“Estimate Statement”)
            showing Escrow Agent’s estimate of (i) funds to be deposited into escrow,
            (ii) disbursements from the escrow, (iii) the amount of tenant security deposits,
            if any, that will be retained by Seller and deducted from the Purchase Price, (iv) the
            prorations between Buyer and Seller, (v) documentary transfer taxes to be paid by
            Seller, (vi) title insurance premiums to be paid by Buyer, and (vii) all other escrow
            fees and costs to be charged to Seller in accordance with this Agreement.


            
             


            
            5


             

            
            


            

            

            
                           
            (e)         
            Pre-conditions to the Close of Escrow.
            Escrow Agent shall not close escrow until and unless (i) Buyer and Seller have
            deposited into escrow those documents and funds described in subsections (b) and (c)
            hereof, (ii) Escrow Agent is ready, willing, and able to issue its CLTA title insurance
            policy (or its ALTA title insurance policy if Buyer has requested same and has
            delivered an ALTA survey of the Property to Escrow Agent) covering the Property in the
            amount of the Purchase Price, and (iii) there is not a dispute regarding the Estimate
            Statement which is in excess of Twenty-Five Thousand Dollars ($25,000).


            
             


            
            (f)         
            Close of Escrow. On the Closing Date,
            Escrow Agent shall close escrow as follows:


            
             


            
            (i)         Escrow Agent
            shall pay the amounts owed to any lender with a deed of trust or mortgage on the
            Property and record the reconveyance of the deed of trust or mortgage;


            
             


            
            (ii)        record the grant
            deed described in item (i) of Section 13 in the official records of the City and County
            of San Francisco;


            
             


            
            (iii)       deliver to Buyer the
            documents described items (ii) through (iv) of Section 13;


            
             


            
            (iv)       issue to Buyer a policy of
            title insurance as described in part (ii) of subsection (e) hereof;


            
             


            
            (v)        pay the Purchase
            Price to Seller, less (1) any tenant security deposits retained by Seller, (2)
            prorations described in Section 14 which are Seller’s responsibility but which
            are unpaid as of the Close of Escrow, and (3) the documentary transfer taxes payable by
            Seller on this transaction as described in Section 15; and


            
             


            
            (vi)       prepare and deliver to
            Buyer and Seller one signed copy of the Escrow Agent’s closing statement showing
            all receipts and disbursements of the escrow.


            
             


            
            Close of Escrow on this transaction shall occur at the offices of Escrow
            Agent Legal possession and physical occupancy of the Property shall be given to Buyer
            at 12:01 pm. on the date of the Close of Escrow.


             


            
            13.        
            Conveyance.
            At the Close of Escrow, upon receipt of the Purchase Price [less the
            deductions described in sub-part (v) of Section 12(f)], Seller shall grant, assign, and
            transfer the Property to Buyer by executing and delivering the following to Escrow
            Agent:


             


            
            (i)         a grant deed,
            which deed, when filed for record, shall convey to Buyer the Property in fee simple
            absolute, free and clear of all liens and encumbrances except zoning ordinances and
            regulations, real property taxes and assessments not yet due and payable and such other
            exceptions to title as shall appear in the preliminary report prepared by Escrow Agent
            which Seller shall provide to Buyer pursuant to Section 5,


            
             


            
            (ii)        an assignment of the
            leases described in Exhibit B as well as any other leases of the Property that may
            exist as of the Close of Escrow (subject to Section 20),


            
             


            
            (iii)       an assignment of the
            warranties, if any, which now cover any portion of the Property or any equipment
            therein,


            
             


            
            6


             

            
            


            

            

            
                           
            (iv)        a bill of sale for the fixtures and
            personal property, which are situated on the Property at the time when this Agreement
            is executed, related to the operation of the Property, and owned by Seller.


            
             


            
            14.        
            Prorations.
            The following prorations shall be calculated as of 11:59 p.m. on the day
            before the date of the Close of Escrow:


             


            
            (i)          Real estate
            taxes, personal property taxes, and general and special assessments shall be prorated
            using the last available tax bill.


            
             


            
            (ii)         Water, sewer, gas
            and electric charges shall be based upon meter readings taken not more than twenty-four
            hours prior to the Close of Escrow; and all other items of income and expense of the
            Property shall be prorated and adjusted as of the date of the Close of
            Escrow.


            
             


            
            (iii)        All costs and expenses
            relating to the operation, maintenance, and repair of the Property which were incurred
            prior to the date of the Close of Escrow shall be the responsibility of
            Seller.


            
             


            
                	
                            
                             

                        	
                            
                            (iv)

                        	
                            
                            All utility security deposits shall be retained by
                            Seller.

                        


            


            
             


            
            (v)         All costs and
            expenses relating to the operation, maintenance, and repair of the Property which were
            contracted for prior to the Close of Escrow but were only partially performed as of the
            date for the Close of Escrow shall be prorated as of the Close of Escrow.


            
             


            
            (vi)        Any items that cannot be
            adjusted at the Close of Escrow shall be equitably adjusted outside of escrow by the
            parties as soon as possible after Close of Escrow.


            
             


            
            15.        
            Closing Costs and Escrow Fees and
            Charges. Seller shall be
            responsible, and shall be debited at the Close of Escrow, for any documentary transfer
            taxes imposed by the City and County of San Francisco on this transaction. Buyer shall
            be responsible for the payment of: all escrow fees and charges, all recording fees, all
            costs incurred by Buyer in inspecting the Property, and all premiums for any ALTA or
            CLTA title insurance policy for the Property. Each party shall be responsible for
            his/its own legal fees.


             


            
            16.        
            Disputes Regarding Escrow Agent’s
            Estimate. If Buyer or Seller
            objects to the Estimate Statement [which is described in Section 12(d)], that party
            shall deliver his/its written objection to the other party and to Escrow Agent before
            the Closing Date. So long as the amount in dispute does not exceed Twenty-Five Thousand
            Dollars ($25,000), the dispute shall not delay the Close of Escrow. However, the party
            disputing the Estimate Statement shall have the right to assert a claim in accordance
            with the mediation and arbitration provisions of this Agreement. If the amount in
            dispute does exceed Twenty-Five Thousand Dollars ($25,000), the Close of Escrow shall
            be delayed until the dispute is resolved, and the prevailing party in the dispute shall
            be entitled to recover any damages suffered by that party as a result of the delay in
            the Close of Escrow.


             


            
            7


             

            
            


            

            

            
                        
            17.        
            Cooperation in
            Exchange. Buyer and Seller
            agree to cooperate with each other in allowing the other party to consummate this
            transaction as a tax-deferred exchange and to execute such documents as may be
            requested in connection with such an exchange, provided that: (i) the consummation of a
            tax-deferred exchange is not a condition precedent to performance of either
            party’s obligations hereunder, (ii) the party who is not seeking the tax-deferred
            exchange shall have no personal liability or obligation under any note, deed of trust,
            or other document in connection with the exchange, and (iii) the party who is not
            seeking the tax-deferred exchange shall indemnify the other party against any and all
            costs, damages, claims, or causes of action, including attorney’s fees and costs,
            arising out of his participation in the exchange transaction for his/its
            benefit.


             


            
                	
                            
                             

                        	
                            
                            18.

                        	
                            
                            Seller’s
                            Representations.

                        


            


             


            
            (a)         
            Representations. Seller represents and
            warrants that to the best of Seller’s knowledge, as of the date hereof and
            continuing until the Closing Date, except as otherwise disclosed to Buyer in writing,
            the following representations and warranties are true and correct:


            
             


            
            (i)         All documents
            that Seller shall provide to Buyer pursuant to this Agreement shall be true and correct
            copies of what they purport to be.


            
             


            
            (ii)        Seller is not in
            default with respect to any contract which may adversely affect the Property; and no
            litigation affecting the Property is pending or currently threatened.


            
             


            
            (iii)       Seller has good and
            marketable title to the Property and has the unrestricted power and authority to convey
            the Property to Buyer in the manner described herein.


            
             


            
            (iv)       Seller knows of no pending
            or threatened special assessments or condemnation actions by any governmental body
            which would have an effect on the Property.


            
             


            
            (v)        With the exception of
            the leases described in Exhibit B, there are no leases currently in effect that would
            give any person or entity a right to possession of any portion of the
            Property.


            
             


            
            (vi)       Seller has paid in full
            for all work, labor and material furnished to the Property to the extent that payment
            for such work is now due and payable; and Seller has received no notice that any
            mechanic’s liens have been recorded against the Property.


            
             


            
            (vii)      Seller’s execution of
            this Agreement and the documents, instruments and agreements referred to herein and the
            consummation of the transaction contemplated hereby will not result in the breach of
            any other agreement to which Seller is a party or by which the Property is
            bound.


            
             


            
            (viii)     Seller has not made a general
            assignment for the benefit of creditors; filed a voluntary petition in bankruptcy or
            suffered an involuntary petition by its creditors; suffered the appointment of a
            receiver to take possession of all or substantially all of its assets; or suffered the
            attachment or other judicial seizure of all or substantially all of its
            assets.


            
             


            
            All warranties and representations made in this Agreement shall survive
            the Close of Escrow.


            
             


            
            8


             

            
            


            

            

            
                         
            (b)        
            Seller’s Corrections. In the event
            that Seller shall discover prior to the Close of Escrow that any representation set
            forth in subsection (a) hereof is materially incorrect, Seller shall promptly notify
            Buyer in writing of the representation that is not materially correct and, to the best
            of Seller’s knowledge, the facts, conditions, or circumstances that are correct
            (“Seller’s Corrections”). Within ten (10) days after receipt of a
            written notice listing Seller’s Corrections, Buyer shall have the right to
            terminate this Agreement, by a written notice to Seller and Escrow Agent, and in that
            event, Escrow Agent shall return the Deposit to Buyer. If Buyer does not terminate this
            Agreement, as provided herein, Seller shall have no liability to Buyer for any
            misrepresentation or breach of warranty, so long as same was disclosed to Buyer in
            writing before the Close of Escrow.


            
             


            
            (c)         
            Seller’s Knowledge. For the purpose
            of subsection (a) hereof, the phrase “the best of Seller’s Knowledge”
            shall mean the current actual knowledge of Seller at the times indicated.
            “Seller’s knowledge” shall not include any imputed or constructive
            knowledge and shall not imply any duty to investigate.


            
             


            
            19.        
            Buyer’s
            Representations. Buyer
            represents and warrants that this Agreement has been duly executed and delivered by
            Buyer, is a legal, valid, and binding obligation of Buyer, and is enforceable in
            accordance with its terms.


             


            
            20.        
            Limitation on Seller’s
            Rights. After the date when
            Buyer delivers this fully executed Agreement to Seller, Seller shall not enter into any
            further leases of the Property, shall not approve an assignment of an existing lease to
            a new tenant, and shall not amend any existing leases of the Property without
            Buyer’s written consent, which shall not be unreasonably withheld. The limitation
            in the first sentence hereof shall not include any limitation on Seller’s right
            to approve subleases under existing leases. If a current tenant requests Seller to
            approve an assignment of a lease and if Buyer refuses to consent to that assignment,
            Buyer shall indemnify, defend, protect, and hold Seller harmless from any lawsuit or
            arbitration claim that the tenant or potential assignee might bring against Seller due
            to Buyer’s refusal to consent to the assignment.


             


            
                	
                            
                             

                        	
                            
                            21.

                        	
                            
                            Loss or Damage to the
                            Property.

                        


            


             


            
            (a)         
            Major Damage. If the Property shall be
            damaged or destroyed by fire or other casualty prior to the Close of Escrow in an
            amount, which Seller’s architect, engineer, construction cost estimator, or
            insurance adjuster shall estimate is in excess of Seven Hundred Fifty Thousand Dollar
            ($750,000.00), and such damage shall not have been repaired prior to Close of Escrow,
            Buyer may elect (i) to receive the proceeds of any insurance payable in connection
            therewith, under any insurance policy or policies covering the Property and thereupon
            remain obligated to perform this Agreement or (ii) to terminate this Agreement and
            receive back his Deposit Buyer shall make his election by serving Seller and Escrow
            Agent with a written notice within ten (10) days after receipt of the estimate
            described in the first sentence hereof. If Buyer fails to serve Seller and Escrow Agent
            with a written notice making the election described in this subsection (a), Buyer shall
            be deemed to have elected to proceed with the purchase of the Property. If Buyer
            terminates this Agreement pursuant to this subsection (a), neither party shall
            thereafter be under any thither liability to the other.


            
             


            
            9


             

            
            


            

            

            
                         
            (b)         Minor
            Damage. If the Property shall be damaged by fire or other
            casualty prior to the Close of Escrow in an amount equal to or less than Seven Hundred
            Fifty Thousand Dollars ($750,000.00) [as estimated in accordance with subsection (a)
            hereof], and such damage shall not have been repaired prior to the Close of Escrow,
            Seller shall assign to Buyer the proceeds of any insurance policy or policies covering
            the Property; and this Agreement shall remain in full force and effect and shall not
            otherwise be affected by such loss or damage. However, if insurance proceeds
            (disregarding any insurance deductible) not available to repair the damage to the
            Property, Buyer shall have the right to terminate this Agreement within ten (10) days
            after he is advised that insurance proceeds are unavailable.


            
             


            
            22.        
            Indemnity.
            Buyer shall indemnify, defend, protect, and hold harmless Seller and
            each of its officers, directors, and shareholders from and against any and all claims,
            damages, causes of action, lawsuits, losses and expenses, including attorney’s
            fees and costs, expert fees arising from or in any way connected with (i) Buyer’s
            investigation or testing of the Property prior to the Close of Escrow, (ii) any claim
            or cause of action that may accrue after the Close of Escrow, or (iii) Buyer’s
            breach of any of his obligations under this Agreement, except as expressly limited by
            Section 23. In any such action, Seller and its officers, directors, and shareholders
            shall have the right to retain counsel of their choice to defend Seller and its
            officers, directors, and shareholders.


             


            
            23.        
            Liquidated Damages.
            If Buyer fails to purchase of the Property by the Closing Date, Seller
            shall be released from any obligation to sell the Property to Buyer. Buyer and Seller
            agree, by initialing this Section 23 in the space below, that (i) it would be
            impracticable and/or extremely difficult to fix or establish the actual damages
            sustained by Seller as a result of a Buyer’s failure to purchase the Property by
            the Closing Date and (ii) the Deposit is a reasonable approximation of such damages
            considering all of the circumstances existing on the date of this Agreement.
            Accordingly, in the event of Buyer’s default as aforesaid, the Deposit shall
            constitute and be deemed to be the remedy for Buyer’s failure to purchase the
            Property by the Closing Date. Escrow Agent is instructed to pay the Deposit to Seller
            in accordance herewith.


             


            
            Buyer’s Initials
            /s/        
            Seller’s initials /s/


             


            
            24.        
            Notices.
            Any notice or election which may be or is required to be given pursuant
            to the provisions of this Agreement shall be sufficiently served if (i) personally
            served, (ii) sent by certified or registered U.S. Mall, postage prepaid, return receipt
            requested, (iii) sent by private courier (e.g. Federal Express), (iv) sent by e-mail,
            or (v) sent by facsimile transmission and addressed or sent as follows, until changed
            by written notice similarly served:


             


            
                	
                            
                            SELLER:

                        	
                            
                            with copies to:

                        
	
                            
                            Woodflame, Inc.

                        	
                            
                            Gregory J. Ryken, Esq.

                        
	
                            
                            Attn.: Helen Y. W. Liu

                        	
                            
                            Tobin & Tobin

                        
	
                            
                            447 Battery Street, Suite 313

                        	
                            
                            500 Sansome Street, 8th Floor

                        
	
                            
                            San Francisco, California 94111

                        	
                            
                            San Francisco, California 94111

                        
	
                            
                            Fax No.: (510) 669-9898

                        	
                            
                            Fax No.: (415) 296-7211

                        
	
                            
                             

                        	
                            
                            e-mail:
                            gryken@value.net

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            and

                        	
                            
                            Brian Topley

                        
	
                            
                             

                        	
                            
                            Sperry Van Ness

                        
	
                            
                             

                        	
                            
                            250 Montgomery St., Suite 1200

                        
	
                            
                             

                        	
                            
                            San Francisco, California 94104

                        
	
                            
                             

                        	
                            
                            Fax No.: (415) 358-8563

                        
	
                            
                             

                        	
                            
                            e-mail: Brian.Topley@svn.com

                        
	
                            
                             

                        	
                            
                             

                        


            


             


             


            
            10


             

            
            


            

            

             


            
                	
                            
                            BUYER:

                        	
                            
                            with copies to:

                        
	
                            
                            Dinesh Maniar

                        	
                            
                            Brian Topley

                        
	
                            
                            Montgomery Realty Group, Inc.

                        	
                            
                            Sperry Van Ness

                        
	
                            
                            400 Oyster Point Blvd., Suite 415

                        	
                            
                            250 Montgomery St., Suite 1200

                        
	
                            
                            South San Francisco, California 94080

                        	
                            
                            San Francisco, California 94104

                        
	
                            
                            Fax No.: (650) 266-8089

                        	
                            
                            Fax No.: (415) 358-8563

                        
	
                            
                            e-mail: faye@dimc.com

                        	
                            
                            e-mail: Brian.Topley@svn.com

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            ESCROW AGENT:

                        	
                            
                             

                        
	
                            
                            First American Title Insurance Company

                        	
                            
                             

                        
	
                            
                            Attn.:

                        	
                            
                             

                        
	
                            
                            1850 Mt. Diablo Blvd., Suite 300

                        	
                            
                             

                        
	
                            
                            Walnut Creek, CA 94596

                        	
                            
                             

                        
	
                            
                            Fax No.:

                        	
                            
                             

                        
	
                            
                            e-mail:

                        	
                            
                             

                        


            


             


            
            25.        
            Binding Agreement.
            This Agreement shall be binding upon and shall inure to the benefit of
            the parties hereto and their respective heirs, personal representatives, successors and
            assigns (subject to Section 26) and shall constitute the entire agreement among the
            parties. This Agreement supersedes any other oral or written agreement between the
            parties concerning the Property, including but not limited to the letter of intent,
            dated May 28, 2007. This Agreement shall not be modified or amended except by a written
            instrument duly executed by the parties hereto.


             


            
            26.        
            No Assignment.
            Buyer shall not have the right to assign this Agreement or any of
            Buyer’s rights thereunder to any person or entity, without Seller’s prior
            written consent which may be withheld in Seller’s sole discretion.


             


            
                	
                            
                             

                        	
                            
                            27.

                        	
                            
                            Mediation and
                            Arbitration.

                        


            


             


            
            (a)         
            Agreement for Mediation and Arbitration. IT
            IS HEREBY AGREED THAT ANY DISPUTE THAT SHALL ARISE OUT OF THIS AGREEMENT OR SHALL
            RELATE IN ANY MANNER TO ANY CONDITION OF THE PROPERTY OR THE PURCHASE AND SALE OF THE
            PROPERTY SHALL BE DECIDED BY ARBITRATION PURSUANT TO SUBSECTIONS (D), (E), AND (F)
            HEREOF. IT IS FURTHER AGREED THAT THE PARTIES HERETO SHALL GIVE UP THEIR RIGHT TO HAVE
            THE DISPUTES SUBJECT TO THIS SECTION LITIGATED IN A COURT AS WELL AS EACH PARTY’S
            RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT SUCH RIGHTS ARE SPECIFICALLY
            ENUMERATED IN THIS SECTION 27, IT IS ALSO AGREED THAT UNLESS THERE IS A WAIVER PURSUANT
            TO THE LAST SENTENCE OF SUBSECTION (B) HEREOF, ANY DISPUTE WHICH THE PARTIES HAVE
            AGREED SHALL BE DECIDED BY ARBITRATION, SHALL BE SUBMITTED TO MEDIATION BEFORE, AND AS
            A CONDITION PRECEDENT TO, THE INITIATION OF ARBITRATION. IF ANY PARTY REFUSES TO
            MEDIATE OR ARBITRATE THE DISPUTES SUBJECT TO THIS SECTION 27, ANY OTHER PARTY MAY
            COMPEL THE MEDIATION OR ARBITRATION OF THAT DISPUTE UNDER THE AUTHORITY OF THE
            CALIFORNIA CODE OF CIVIL PROCEDURE.


            
             


            
            Buyer’s Initials
            /s/        
            Seller’s initials /s/


            
             


            
            11


             

            
            


            

            

            
                        (b)        
            Mediation. Any party may refer a dispute
            described in subsection (a) hereof to mediation before the Judicial Arbitration &
            Mediation Service, Two Embarcadero Center, San Francisco, California 94111
            (“JAMS”). The parties shall have five (5) business days after the matter is
            submitted to mediation to agree upon a mediator from the available panel. If the
            parties are unable to agree within that five (5) day period, any party may request that
            JAMS appoint the mediator in accordance with its normal rules for the selection of a
            mediator, or if JAMS no longer exists, by its successor organization or, if there is no
            successor organization, by a mediator or mediation organization chosen by the San
            Francisco Superior Court upon petition by Buyer or Seller. If the dispute is referred
            to JAMS or another mediation organization, the mediator shall be chosen in accordance
            with the normal rules and procedures of that organization. The mediator shall be an
            attorney at law licensed to practice in the State of California with at least twenty
            (20) years experience in the practice of commercial real estate law who shall have at
            least two (2) years experience as a mediator or a retired judge with at least ten (10)
            years experience on the bench. If the parties to the dispute do not believe that
            mediation will be helpful, the parties shall have the right to proceed directly to
            arbitration, without first mediating the dispute, so long as all parties to the dispute
            sign a written waiver of the mediation process described in this subsection
            (b).


            
             


            
            (c)         
            Costs of Mediation. Each party to the
            mediation shall advance in equal shares the fees charged by the mediator and the costs
            of the mediation until it is determined whether the dispute is resolved without further
            proceedings. If the mediation succeeds in resolving the dispute, each party to the
            mediation will equally share the fees of the mediator and the costs of the mediation,
            and each shall bear his/its own attorney’s fees and costs in connection with the
            mediation.


            
             


            
            (d)        
            Arbitration. After the parties have
            complied with subsection (b) hereof, any claim, controversy or dispute that shall arise
            out of this Agreement or shall relate in any manner to any condition of the Property or
            the purchase and sale of the Property (including but not limited to any claim based
            upon contract or tort or for declaratory relief; and whether at law or in equity) shall
            be submitted to arbitration.


            
             


            
            (e)         
            Arbitration Procedures. Any dispute to be
            arbitrated shall be submitted to JAMS or, if JAMS no longer exists, to any successor
            organization or, if there is no successor organization, to a similar organization
            mutually acceptable to Buyer and Seller or, if there is no organization mutually
            acceptable to Buyer and Seller, to any arbitrator or arbitration organization chosen by
            the San Francisco Superior Court upon petition by Buyer or Seller. Except as otherwise
            set forth herein to the contrary, the arbitrator shall be selected, and the arbitration
            shall be conducted, pursuant to the then current JAMS Streamlined or Comprehensive
            Arbitration Rules and Procedures, as applicable, or if the arbitration is conducted by
            another organization, by the arbitration rules and procedures of that organization or,
            if that organization does not have arbitration rules and procedures, in accordance with
            the Sections 1280 et seq. of the California Code of Civil Procedure. The arbitration
            shall be decided by one neutral arbitrator. Any of the time deadlines set forth in the
            JAMS Streamlined or Comprehensive Arbitration Rules and Procedures or other arbitration
            rules and procedures or set by the arbitrator may be changed or modified at any time by
            the written stipulation of all of the parties to the arbitration. The decision of the
            arbitrator shall be final and binding upon the parties; and any court of competent
            jurisdiction may thereafter enter judgment in accordance with the arbitrator’s
            award.


            
             


            
            (f)         
            Qualifications of the Arbitrator. The
            arbitrator chosen by the parties or appointed by JAMS or any other arbitration
            organization shall be a retired Federal District Court, California Superior Court, or
            federal or state appellate or supreme court judge with at least ten (10) years
            experience on the bench.


             


            
            12


             

            
            


            

            

            
            


            
            28.        
            Attorney’s Fees and Mediation and Arbitration
            Costs. If there is a
            lawsuit, action, arbitration, or proceeding involving a dispute that shall arise out of
            this Agreement or shall relate in any manner to any condition of the Property or the
            purchase and sale of the Property, whether that lawsuit, action, arbitration, or
            proceeding involves causes of action in contract or in tort, at law or in equity, the
            prevailing party shall be entitled to recover from the losing party all costs and
            expenses, including his/its attorney’s fees and expert and consultant’s
            fees and costs, in such lawsuit, action or proceeding and all costs and expenses of the
            mediation and arbitration, including but not limited to the fees of the mediator and
            arbitrator. The prevailing party shall be determined by the court or an arbitrator
            based upon an assessment of which party’s major arguments made or positions taken
            in the proceeding could fairly be said to have prevailed over the other party’s
            major arguments or positions.


             


            
            29.        
            Controlling Law and
            Venue. This Agreement shall
            be interpreted in accordance with the laws of the State of California. In the event of
            any dispute arising under this Agreement or concerning any condition of the Property or
            the purchase or sale of the Property, venue shall be set in San Francisco,
            California.


             


            
            30.        
            Real Estate Broker
            Fees. Seller shall be solely
            responsible for paying such real estate brokerage fees as may be due to Sperry Van Ness
            pursuant to a separate brokerage or commission agreement that Seller has entered into
            with Sperry Van Ness. Buyer and Seller shall each indemnify, defend and hold the other
            harmless from and against any and all claims and damages and for any and all costs and
            expenses, including reasonable attorneys’ fees and costs, resulting from claims
            that may be asserted against the other party by any broker, agent or finder with whom
            that party shall have contacted. Buyer and Seller acknowledge that Sperry Van Ness
            represent both parties to this transaction.


             


            
            31.        
            Each Party’s
            Cooperation. Each party
            hereto shall from time to time execute, acknowledge and deliver such further
            instruments and monies and perform such additional acts as the other party or Escrow
            Agent may reasonably request in order to e the intent of this Agreement.


             


            
            32.        
            Severability.
            If any provision of this Agreement, which does not materially affect the
            consideration for this Agreement, is held invalid, the validity of the remainder of
            this Agreement shall not be affected thereby.


             


            
            33.        
            Headings.
            The headings appearing in this Agreement are inserted only as a matter
            of convenience for reference purposes and do not define, limit or describe the scope
            and intent of this Agreement or any section hereof.


             


            
            34.        
             Waiver.
            The waiver by a party hereto of any term, covenant, agreement or
            condition of this Agreement shall not be deemed to be a waiver of any subsequent breach
            or failure of condition as to the same or any other term, covenant, agreement or
            condition herein contained, nor shall any custom or practice which may arise between
            the parties in the administration of the terms hereof be construed as a waiver of or in
            such a manner as to lessen the rights of any party to insist upon the performance by
            the other party in strict accordance with the terms of this Agreement. No waiver of any
            of the provisions of this Agreement shall be effective unless it is in writing and
            executed by the party whose rights are waived.


             


            
                	
                            
                             

                        	
                            
                            35.

                        	
                            
                            Time of the
                            Essence.
                            Time is of the essence in this Agreement.

                        


            


             


             


            
            13


             

            
            


            

            

            
                        IN
            WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their
            behalf by their duly authorized representatives on the date first above
            written.


             


            
                	
                            
                             

                        	
                            
                            BUYER

                        
	
                            
                            SELLER

                        	
                            
                            By: /s/ Mark Zimmerman

                        
	
                            
                            WOODFLAME, INC.

                        	
                            
                            MR. MARK ZIMMERMAN, as Qualified

                        
	
                            
                            a California corporation

                        	
                            
                            Exchange Accommodator for Montgomery Realty

                        
	
                            
                            By: /s/ Helen Y. W. Liu

                        	
                            
                            Group, a Nevada corporation

                        
	
                            
                            HELEN Y. W. LIU,

                        	
                            
                             

                        
	
                            
                            President

                        	
                            
                            Equitable Beneficiary

                        
	
                            
                             

                        	
                            
                            By: /s/ Dinesh Maniar

                        
	
                            
                            Dated: June 13, 2007

                        	
                            
                            DINESH MANIAR, President of Montgomery

                        
	
                            
                             

                        	
                            
                            Realty Group, Inc., a Nevada corporation

                        


            


             


             


            
            First American Title Insurance Company hereby accepts this Agreement as
            the joint escrow instructions of Buyer and Setter in connection with the purchase and
            sale of the Property and agrees to be bound by these instructions unless and until it
            receives joint escrow instructions hereafter, signed by Buyer and Seller, which shall
            supplement or amend this Agreement.


             


            
            ESCROW AGENT


            
            First American Title Insurance Company


             


            
            ______________________________


             


            
            Dated: June __, 2007


             


            
            14