Exhibit 10.3


 


PURCHASE AND SALE AGREEMENT


ARTICLE 1:  PROPERTY/PURCHASE
PRICE


1.1                                 Certain
Basic Terms.


	
  (a) Purchaser and Notice Address:

  1100 West Properties,
  LLC

  c/o The Morgans Hotel
  Group Co.

  475 10th Avenue

  11th Floor

  New York, New York
  10018

  Attn: Marc Gordon

  Telephone: 212/277-4140

  Facsimile: 212/277/4270

  Email:
  marc.gordon@morganshotelgroup.com

   

  c/o Hudson Capital

  4770 Biscayne Boulevard

  Miami, Florida 33137

  Attn: Abraham Galbut

  Telephone: 305/674-4848

  Facsimile: 305/531-6987

  Email:
  agalbut@hudcap.com

  	
  With a copy to:

  Keith M. Pattiz, Esq.

  McDermott Will &
  Emery LLP

  50 Rockefeller Plaza

  New York, New York
  10020-1605

  Telephone: 212/547-5379

  Facsimile:  212/547-5444

  Email: kpattiz@mwe.com

   

  With a copy to

  Greenberg Traurig

  1221 Brickell Avenue,
  21st Floor

  Miami, Florida  33131

  Attn: Steve Goldman,
  Esq.

  Telephone: 305/579-0561

  Facsimile: 305/579-0717

  Email:
  goldmans@gtlaw.com

  
	
   

  	
   

  
	
  (b)
  Seller and Notice Address:

  1100 West Realty, LLC

  Attn:  Russell
  W. Galbut & Sharon Christenbury

  2930 Biscayne Boulevard

  Miami, Florida 33137

  Telephone: 305/573-4127
  (Galbut); 305/374-5700 (Christenbury)

  Facsimile: 305/573-8489
  (Galbut); 305/573-2315 (Christenbury)

  E-mail:
  rgalbut@crescentheights.com;

  schristenbury@crescentheights.com

  	
   

   

  
	
   

  	
   

  
	
  (c)
  Title Company:

  First American Title
  Insurance Company

  Attn: Joseph D. Rishel,
  Vice President

  2065 Airport Blvd,
  Suite 200

  Pensacola, FL 32504

  Telephone: (850)
  476-4688

  Facsimile:  (850) 476-5359

  Email:
  jrishel@firstam.com

  	
   

   

  



 


	
  (e)

  	
  Date of this Agreement:

  	
  The latest date of execution by the Seller and the
  Purchaser, as shown on the signature page hereto.

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  Purchase Price:

  	
  One Hundred Ten Million Dollars and 00/100 Dollars
  ($110,000,000), payable in accordance with the terms set forth in Section 1.3
  hereof.

  
	
   

  	
   

  	
   

  
	
  (g)

  	
  Closing Date:

  	
  The Date of this Agreement.

  




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1.2                                 Property.  Subject to the terms of this Purchase and
Sale Agreement (the “Agreement”), Seller agrees to sell to Purchaser,
and Purchaser agrees to purchase from Seller, the following property:


(a)                                  All
of the fee simple title to the parcel of land commonly known as 1100 West
Avenue, Miami Beach, Florida as more particularly described in Exhibit A
(the “Parcel”), together with the building and improvements thereon (the
“Improvements”), and all appurtenances of the Parcel, including
easements or rights-of-way relating thereto, and, without warranty, all right,
title, and interest, if any, of Seller in and to the land lying within any
street or roadway adjoining the Parcel to adjacent parcels or any vacated or
hereafter vacated street or alley adjoining said Parcel.


(b)                                 All
of Seller’s right, title and interest, in and to all furniture, machinery,
apparatus, equipment and other tangible personal property owned by Seller,
currently used solely  in connection with
the operation of the Parcel and Improvements and situated thereon, including
all fixtures and furniture, equipment, and other tangible personal property
listed on Exhibit C attached hereto (the “Personal Property”) but
excluding word processing and computing equipment (other than any
non-proprietary information on the computer equipment related solely to the
Property and its operations) and any items of personal property owned by
tenants, any managing agent or others. The parties acknowledge that no portion
of the Purchase Price is attributable to the Personal Property.


(c)                                  All
of Seller’s interest, as landlord, in the leases or occupancy agreements
described in the rent roll (the “Rent Roll”) attached hereto as Exhibit
F, together with all existing amendments, modifications, and supplements to
the foregoing, as well as all guaranties thereof (collectively, “Leases”),
together with any prepaid rents and security deposits held by Seller under the
Leases subject to the terms of this Agreement.


(d)                                 All
of Seller’s right, title and interest, if any, in and to all of the following
items, to the extent assignable and without warranty (the “Intangible
Personal Property”):  (i) all
consents, authorizations, variances or waivers, licenses, permits and approvals
from any governmental or quasi-governmental agency, department, board,
commission, bureau or other entity or instrumentality, held by Seller in
connection with the Property (defined below), (ii) the right to use the name of
the Property (if any) in connection with the Property, but specifically
excluding the right to use the name “Crescent Heights” and any other
trademarks, logos, trade colors, service marks and trade names of Seller and
Seller’s Affiliates (as defined in Section 2.4 below) if any, (iii) if still in
effect, guaranties and warranties received by or for Seller from any
contractor, manufacturer or other person in connection with the construction or
operation of the Property, and (iv) any non-proprietary information on the
Seller’s (or its property manager’s) computer equipment related solely to the
Property and its operations, and any telephone numbers and addresses and other
similar intangibles, if any, related solely to the Property and its operations.


(e)                                  The
contracts identified in the schedule of contracts attached hereto as Exhibit
G, which extend beyond the date of Closing (collectively, “Service
Contracts”).


(f)                                    Condominium
Unit CU12, Mirador 1000, as more particularly described in Exhibit A as Parcel
2 (“CU 12”).


(g)                               Condominium
Unit CU10, Mirador 1200, as more particularly described in Exhibit A as Parcel
3 (“CU 10”).


(h)                                 All
of Seller’s Affiliates’ right, title and interest as lessee in and to the
following (collectively, the “Submerged Lands Leases”):


(i)                                     Sovereignty
Submerged Lands Lease Renewal (“1200 Submerged Lands Lease”) between 1200 West
Realty, LLC (“1200 LLC”) and the Trust Fund (as defined below) filed January
12, 2006, in Official Records Book 24141 at Page 1866; and,


(ii)                                  Sovereignty
Submerged Lands Lease Renewal and Modification to Reflect Change in Ownership (“Mirador
Submerged Lands Lease”) between Mirador 1000, LLC (“1000 LLC”) and the Trust
Fund filed December 16, 2004, in Official Records Book 22913 at Page 825.



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The Parcel described on Exhibit A, together
with the Improvements and Personal Property located thereon, the Leases related
thereto, the Intangible Personal Property used in connection therewith, and the
Service Contracts , CU 10, CU 12, and the Submerged Lands Leases, are referred
to together as the “Property.”


1.3                                 Assignment
of Submerged Lands.  Purchaser
acknowledges and agrees that the consent of the Board of Trustees of the
Internal Improvement Trust Fund of the State of Florida (the “Trust Fund”) is
required for the assignment of the Submerged Land Leases from Seller to
Purchaser and consent may not be sought until the recordation of the deeds to
CU 10 and CU 12 have been recorded. 
Seller agrees that it shall request the Trust Fund’s consent for the
assignment of the Submerged Lands Leases to Purchaser in connection with the
Closing and Seller shall cooperate with Purchaser in obtaining such consent, it
being agreed that Seller shall have no liability to Purchaser if the Trust Fund
does not consent to the assignment.  The
terms of this Section 1.3 shall survive the Closing.


1.4                                 The
Purchase Price shall be payable at Closing, as follows:


(i)                                     One
Hundred Eight Million ($108,000,000) less any amounts to be credited to the
Purchaser pursuant to Section 6.1 hereof; and, 


(ii)                                  Two
Million Dollars ($2,000,000) to be deposited into escrow with Greenberg Traurig
(“GT”) pursuant to an escrow agreement among Seller, Purchaser and GT in the
form attached hereto as Exhibit I (the “GT Escrow Agreement”) and disbursed to
Purchaser in accordance with Section 5.11 of this Agreement.     


1.5                                 Allocation
of Purchase Price.  The parties
hereto agree that a total of $21,188,024.00 of 
the Purchase Price is allocable to the Parcel and the balance of the
Purchase Price is allocable to the other items constituting Property as defined
in Section 1.2 hereof.


ARTICLE 2:  INSPECTIONS


2.1                                 Property
Information.  Seller has delivered or
made available to Purchaser copies of, or access to with the right copy, the
following (“Property Information”):


(a)                                  
real estate tax bills for the previous two tax years;


(b)                                 true
and correct copies of all of the Leases, together with Seller’s leasing files
and tenant correspondence files.


(c)                                  operating
statements for the two previous fiscal years, and year-to-date, for the
Property (the “Operating Statements”);


(d)                                 true
and correct copies of the Service Contracts;


(e)                                  any
existing land title survey of the Property (the “Existing Survey”);


(f)                                    any
environmental reports prepared for Seller or Seller’s predecessors, if in
Seller’s possession, including the tests or reports on lead-based paint
described on Exhibit D attached hereto; and


(g)                                 engineering
reports; proposed, conceptual, preliminary or final site plans;
geotechnical\soil analysis; governmental permits, approvals and development
orders; zoning information; utility service information; building inspection
reports; warranties, if any, from third parties for the Improvements, including
roof; certificates of occupancy for all structures on the Property; as well as any
other documentation relating to the leasing, maintenance and operation of the
Property reasonably requested by Purchaser in connection with Purchaser’s
inspection of the Property, to the extent in the possession of Seller.


Except as otherwise expressly provided herein, Seller
makes no representations or warranties as to the accuracy or completeness of
the Property Information and  Purchaser
will be solely responsible for evaluating any



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such
information provided by Seller to Purchaser for purposes of determining the
suitability of the Property for Purchaser’s intended use.


2.2                                 Confidentiality.  The Property Information and all other
information, other than matters of public record or matters generally known to
the public, furnished to, or obtained through inspection of the Property by,
Purchaser, its affiliates, lenders, employees, attorneys, accountants and other
professionals or agents relating to the Property, will be treated by Purchaser,
its affiliates, lenders, employees and agents as confidential, and will not be
disclosed to anyone other than on a need-to-know basis and to Purchaser’s
affiliates, lenders, employees, attorneys, accountants, other professionals,
agents, and consultants who agree to maintain the confidentiality of such
information, and will be returned to Seller by Purchaser if the Closing does
not occur.  The confidentiality
provisions of this Paragraph 2.2 shall not apply to any disclosures made
by Purchaser in order to comply with any applicable law or regulation of any
governmental or other similar authority, by court order, or in connection with
any subpoena served upon Purchaser; provided Purchaser shall provide Seller
with written notice, to the extent practicable, before making any such
disclosure.


2.3                                 Inspections
in General.  Purchaser, its agents,
and employees have had the right to enter upon the Property prior to the date
of this Agreement through and including the Closing Date for the purpose of
making non-invasive inspections at Purchaser’s sole risk, cost and
expense.   At Seller’s request, Purchaser
shall provide Seller with a copy of the results of any tests and inspections
made by Purchaser, excluding only market and economic feasibility studies.  Purchaser shall defend, indemnify Seller and
hold Seller, Seller’s trustees, officers, tenants, agents, contractors and
employees and the Property harmless from and against any and all losses, costs,
damages, claims, or liabilities, including but not limited to, mechanic’s and
materialmen’s liens and Seller’s attorneys’ fees, arising out of or in
connection with Purchaser’s inspection of the Property, but excluding losses,
costs, damages, claims, or liabilities related to discovery of conditions that
existed prior to Purchaser’s inspection. 
Purchaser, its agents, and employees have had the right to enter upon
the Property prior to the date of this Agreement through and including the
Closing Date, and subject to the terms of the Leases to inspect apartments, for
the purpose of preparing a condominium survey. The provisions of this paragraph
shall survive the Closing.


2.4                                 Environmental
Inspections and Release.  The
inspections under Paragraph 2.3 may have included a non-invasive Phase I
environmental inspection of the Property. 
At Seller’s request, Purchaser shall deliver to Seller copies of any
Phase II or other environmental report prepared for Purchaser as provided
above.  Purchaser, for itself and any
entity affiliated with Purchaser, hereby waives, releases, indemnifies and
holds harmless Seller and Seller’s Affiliates from any present or future
claims, losses or liabilities (“Environmental Claims”) arising from or relating
to the presence or alleged presence of hazardous substances in, on, under or
about the Property including, without limitation, any claims under or on
account of (i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act and the Toxic Substance
Control Act, all as the same may have been or may be amended from time to time,
and any other similar federal, state or local statutes, and any regulations
promulgated thereunder, (ii) Chapters 376 and 403, of the Florida Statutes or
Chapter 24 of the Miami-Dade County Code of Ordinances, or (iii) any other
federal, state or local law, ordinance, rule, regulation or common law claim,
now or hereafter in effect, that deals with or otherwise in any manner relates
to, environmental matters of any kind, including, without limitation, any such
provisions addressing contaminated soil or groundwater.  For the purposes of this Agreement, the term “hazardous
substances” shall have the meaning given to such term or similar terms under
any applicable federal, state or local laws, rules or regulations and shall
include, without limitation, hazardous waste and materials, toxics or toxic
materials, pollutants, and petroleum and petroleum products.  Purchaser’s indemnity of Seller set forth
herein shall:  (a) include, without
limitation, any loss, cost or expense incurred by Seller, including reasonable
attorneys’ and consultants’ fees, as a result of any action or proceeding,
including, without limitation, any regulatory or administrative enforcement
action, commenced against Seller by any third party or governmental agency with
respect to the presence of hazardous substances on the Property, including,
without limitation, all hazardous substances described in the Environmental
Reports; and (b) exclude liability from claims alleging that Seller has
affirmatively discharged or placed any hazardous substances on the
Property.  The provisions of this
paragraph shall survive the Closing or any earlier termination of this
Agreement.  “Seller’s Affiliates”
means (a) any entity that directly or indirectly controls, is controlled by or
is under common control with the Seller, or (b) any entity at least a majority
of whose economic interest is owned by Seller; and the term “control” means the
power to direct the management of such entity through voting rights, ownership
or contractual obligations.



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2.5                                 Purchaser’s
Reliance on its Investigations.  To
the maximum extent permitted by applicable law and except for Seller’s
representations and warranties in Paragraph 7.1 and any warranties
contained in the Deeds and the Assignment (hereafter defined) and other Seller
closing documents delivered at the Closing (“Seller’s Warranties”), this
sale is made and will be made without representation, covenant, or warranty of
any kind (whether express, implied, or, to the maximum extent permitted by
applicable law, statutory) by Seller.  As
a material part of the consideration for this Agreement, Purchaser agrees to
accept the Property on an “as is” and “where is” basis, with all faults, and
without any representation or warranty, all of which Seller hereby disclaims,
except for Seller’s Warranties, as more particularly described in Article
10.  The provisions of this Paragraph
2.5 shall survive indefinitely any Closing or termination of this Agreement
and shall not be merged into the Closing documents.


ARTICLE 3:  TITLE
AND SURVEY REVIEW


3.1                                 Delivery
of Title Commitment.  Seller has
furnished to Purchaser (i) a copy of Seller’s existing owner’s title insurance
policy relating to the Property, and (ii) a copy of the existing survey of the
Property in Seller’s possession. Purchaser has obtained a commitment to issue
an owner’s policy of title insurance (the “Title Commitment”) from an agent of
the Title Company selected by Purchaser (the “Title Agent”), covering
the Property, together with copies of all documents referenced in the Title
Commitment.  Purchaser, at its option and
expense, may obtain an updated survey (a “Survey”) of the Property.


3.2                                 Title
Review and Cure.  Purchaser has
reviewed title to the Property as disclosed by the Title Commitment and the
exception documents and, if obtained, the Survey and has sent Seller written
notice of its objections.  Purchaser
shall be deemed to have waived any title defects or objections reflected in the
Title Commitment if Seller has not received written notice of such objection
prior to the date of this Agreement.  In
addition, Seller shall have no obligation to cure title objections except
mortgages and other liquidated liens and title defects (regardless of amount)
placed against the Property due to the acts of Seller (“Voluntary Liens”) and
other liquidated liens and judgments against Seller, and open notices of
commencement but only up to $1,100,000.00 in the aggregate, exclusive of
Voluntary Liens and open Notices of Commencement which matters Seller shall
cause to be released at or prior to the Closing or affirmatively insured over
by the Title Company.  Seller further
agrees to remove any exceptions or encumbrances to title which are created by
Seller after the effective date of the Title Commitment without Purchaser’s
consent and which render title unmarketable. 
Marketable title shall be determined according to applicable Title
Standards, adopted by authority of The Florida Bar and in accordance with
applicable law.  The term “Permitted
Exceptions” shall mean: the specific exceptions (exceptions that are not
part of the promulgated title insurance form) in the Title Commitment that the
Title Company has not agreed to insure over or remove from the Title Commitment
and that Seller is not required to remove as provided above; items shown on the
Survey if obtained, which have not been removed and, if no Survey is obtained,
then all matters that would be disclosed by an accurate survey; real estate
taxes for the year 2006, which are not yet due and payable (provided that such
taxes shall be prorated between the parties as set forth in this Agreement);
and tenants in possession as tenants only under the Leases as set forth in the
Rent Roll as the same may be updated from time to time.


3.3                                 Delivery
of Title Policy at Closing.   The
Title Agent has delivered to Purchaser at Closing either: (i) an ALTA Form B
Owner’s Policy of Title Insurance for the Property (the “Title Policy”),
issued by the Title Agent as of the date and time of the recording of the Deed,
in the amount of the Purchase Price for the Property, insuring Purchaser as
owner of good, marketable and indefeasible fee simple title to the Property,
and subject only to the Permitted Exceptions, or (ii) an endorsement or mark-up
the Title Commitment to delete therefrom (a) all Schedule B-Part I
requirements; (b) the “gap” exception; and (c) all exceptions (other than the
Permitted Exceptions).  If required by
the Title Agent, Seller shall execute at Closing an affidavit in such form
reasonably acceptable to Seller as the Title Company shall require for the
issuance of the Title Policy.


3.4                                 Reliance
on Title Insurance.  Notwithstanding
anything contained in this Agreement to the contrary, with respect to all
matters affecting title to the Property and any liens or other encumbrances
affecting the Property, Purchaser acknowledges and agrees it is relying upon
the Title Commitment(s).  If Purchaser
has a claim under the Title Policy and the subject matter of that claim also
constitutes a breach of any warranty made by Seller in this Agreement or the
Deed (as hereinafter defined), Purchaser agrees that it will look first to the
Title Policy for recovery on such claim, and Purchaser shall not assert any
claim against Seller for a breach of a representation, warranty or covenant
with respect to such claim unless and until Purchaser has pursued its remedies
against the Title



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Company to final judgment
and has not been made whole.  The
provisions of this Paragraph 3.4 shall survive Closing and delivery of
the Deed.


ARTICLE 4:  
Termination of Service Contracts


4.1                                 Termination
of Service Contracts.  At the
Closing, Seller shall terminate all Service Contracts identified by Purchaser
(other than those described on Exhibit G attached hereto and those Service
Contracts where the Mirador Master Association, Inc. is the contracting party),
at no cost or expense to Purchaser. 
Purchaser shall pay any transfer or assignment charges due in connection
with its assumption of any Service Contracts.


ARTICLE 5:  CLOSING


5.1                                 Closing. 
The consummation of the transaction contemplated herein (the “Closing”)
shall be completed through the Title Agent.


5.2                                 Conditions
to the Parties’ Obligations to Close. 
The obligation of Seller, on the one hand, and Purchaser, on the other
hand, to consummate the transaction contemplated hereunder is contingent upon
the following:


(a)                                  The
other party’s representations and warranties contained herein shall be true and
correct in all material respects as of the Date of this Agreement and the
Closing Date;


(b)                                 As
of the Closing Date, the other party shall have performed its obligations
hereunder and all deliveries to be made at Closing have been tendered.  There shall exist no actions, suits,
arbitrations, claims, attachments, proceedings, assignments for the benefit of
creditors, insolvency, bankruptcy, reorganization or other proceedings, pending
or threatened against the other party that would materially and adversely
affect the other party’s ability to perform its obligations under this
Agreement;


(c)                                  There
shall exist no pending or threatened action, suit or proceeding with respect to
the other party before or by any court or administrative agency which seeks to
restrain or prohibit, or to obtain damages or a discovery order with respect
to, this Agreement or the consummation of the transaction contemplated hereby;


(d)                                 Seller
shall have closed the transactions under the Assigned Contracts (as defined
below) and caused title thereunder to be conveyed  to Purchaser, as Seller’s designee, and the
ground lease referenced in the Assigned Contracts shall have been terminated of
record.  As used herein the term “Assigned
Contracts” means (x) that certain Purchase and Sale Agreement, dated as of
April 28, 2006 between Gladys Brownstein, as seller and Seller as purchaser and
(y) that certain Purchase and Sale Agreement, dated as of April 28, 2006,
between Honey Waldman, as seller and Seller as purchaser.


So long as a party is not in default hereunder, if any
condition to such party’s obligation to proceed with the Closing hereunder has
not been satisfied as of the Closing Date, such party may, in its sole
discretion, terminate this Agreement by delivering written notice to the other
party on or before the Closing Date, or elect to close, notwithstanding the
non-satisfaction of such condition, in which event such party shall be deemed
to have waived any such condition.  If
such party elects to close, notwithstanding the nonsatisfaction of such
condition, there shall be no liability on the part of the other party for
nonsatisfaction of such condition or for breaches of representations and
warranties of which the party electing to close had knowledge as of the
Closing.


Notwithstanding the foregoing, if Purchaser elects to
terminate this Agreement because the condition described in item 5.2(d) above
has not been timely satisfied, then Seller shall reimburse Purchaser for all of
Purchaser’s actual out-of-pocket expenses in connection with this transaction,
including, without limitation, all attorneys’ fees and costs, due diligence
costs, and loan application and commitment fees, in an aggregate amount of



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up to One Million Dollars
($1,000,000), such reimbursement to be made by Seller to Purchaser within ten
(10) days after Seller receives evidence of such actual out-of-pocket costs
incurred by Purchaser.


5.3                                 Seller’s
Deliveries in Escrow.  On or before
the Closing Date, Seller has delivered in escrow to the Title Agent the
following as to the Property:


(a)                                  Deeds.  Special or limited warranty deeds (warranting
title for acts by, through or under the grantor thereunder) (the “Deeds”) in
the form provided for under the law of the state where such Property is
located, or otherwise in conformity with the custom in such jurisdiction and
satisfactory to the Title Company, executed and acknowledged by the grantor,
conveying (x) the grantor’s title to the Property (y) 1000 LLC’s title to CU 12
and (z) 1200 LLC’s title to CU 10, subject only to the Permitted Exceptions.


(b)                                 Bill
of Sale and Assignment of Leases and Contracts.  A Bill of Sale and Assignment of Leases and
Service Contracts in the form of Exhibit B attached hereto (the “Assignment”),
executed by Seller.


(c)                                  State
Law Disclosures.  Such disclosures
and reports (including State transfer tax and reporting forms) as are required
by applicable state and local law in connection with the conveyance of real
property;


(d)                                 FIRPTA.  A Foreign Investment in Real Property Tax Act
affidavit executed by (x) Seller (y) 1000 LLC and (z) 1200 LLC.


(e)                                  Notice
to Tenants.  A notice to each of the
tenants under the Leases regarding the sale of the Property, in a form mutually
acceptable to Seller and Purchaser, executed by Seller (the “Notice to
Tenants”).


 (f)                                 The
GT Escrow Agreement.  The GT Escrow
Agreement, executed by Seller.


(g)                                 Title
Affidavits.  Such affidavits; “mechanic’s
lien”, “gap”, “parties in possession” or other Seller affidavits; evidence of
authority; releases of liens; or other instruments as the Title Company may
reasonably request to issue the Title Policy in accordance with the terms of
this Agreement.


(h)                                 Possession.  Possession of the Property and Seller shall
also deliver (to the extent in the possession or control of Seller) all keys,
original signed instruments of all Leases, Service Contracts, permits,
licenses, certificates of occupancy or local equivalent, sepias, drawings,
plans and specifications, finance and accounting records, any non-proprietary
information on the Seller’s (or its property manager’s) computer equipment
related solely to the Property and its operations, tenant correspondence, and
other files relevant to the ownership of the Property.


(i)                                     Rent
Roll.  An updated Rent Roll for the
Property certified as accurate by the Seller.


(j)                                     Assignment
of Submerged Land Leases.  An
Assignment of Submerged Land Lease executed by 1200 LLC and an Assignment of
Submerged Land Lease executed by 1000 LLC each in the form of Exhibit H and
Exhibit H-1, respectively, attached hereto (“Assignment of Submerged Land Lease”).


(k)                                  Estoppel
Certificate.  An Estoppel Certificate
in the form attached hereto as Exhibit J, executed by Seller, 1000 LLC, 1200
LLC, Mirador 1035, LLC (“1035 LLC”), and Mirador 1125 LLC (“1125 LLC”).


(l)                                     Assignment
of Declarant’s Rights.  An Assignment
of Declarant’s Rights in the form attached hereto as Exhibit E, executed by
Seller, 1000 LLC, 1200 LLC, Mirador 1305, LLC and Mirador 1125, LLC.


(m)                               1200
Estoppel Letter.  An Estoppel Letter
from the Mirador 1200 Condominium Association in the form of Exhibit L attached
hereto.   


(n)                                 1000
Estoppel Letter.  An Estoppel Letter
from the Mirador 1000 Condominium Association in the form of Exhibit M attached
hereto.



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(o)                                 Ground
Lease Termination.  A Termination of
Ground Lease in the form attached hereto as Exhibit N, executed by Seller,
Honey Waldman and Gladys Brownstein.


(p)                                 Additional
Documents.  Any additional documents
that Title Agent or the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement.


5.4                                 Purchaser’s
Deliveries in Escrow.  On or before
the Closing Date, Purchaser has delivered in escrow to the Title Agent the
following:


(a)                                  Purchase
Price.  The Purchase Price plus or
minus applicable prorations, deposited by Purchaser with the Title Agent in
immediate, same-day federal funds wired for credit into the Title Agent’s
escrow account.


(b)                                 Bill
of Sale.  The Assignment executed by
Purchaser.


(c)                                  Assignment
of Submerged Land Leases.  An
Assignment of Submerged Land Leases executed by Purchaser.


(d)                                 State
Law Disclosures.  Such disclosures
and reports (including State transfer tax and reporting forms) as are required
by applicable state and local law in connection with the conveyance of real
property.


(e)                                  Notice
to Tenants.  The Notice to Tenants
executed by Purchaser.


(f)                                    The
GT Escrow Agreement.  The GT Escrow
Agreement, executed by Purchaser.


(g)                                 Assignment
of Declarant’s Rights.  An Assignment
of Declarant’s Rights in the form attached hereto as Exhibit E, executed by
Purchaser.


(h)                                 Letter
to Brownstein.  A letter to Gladys
Brownstein in the form of Exhibit K attached hereto, executed by Purchaser.


(i)                                     Letter
to Waldman.  A letter to Honey
Waldman in the form of Exhibit K-1, executed by Purchaser.


(j)                                     Additional
Documents.  Any additional documents
that Title Agent or the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement.


5.5                                 Closing
Statements.  At the Closing, Seller
and Purchaser shall deposit with the Title Agent executed closing statements
consistent with this Agreement.


5.6                                 Title
Policy.  The Title Policy shall be
delivered at Closing as provided in Paragraph 3.3.


5.7                                 Possession.  Seller shall deliver possession of the
Property to Purchaser at the Closing subject to the rights of tenants, as
tenants only, under the Leases.


5.8                                 Post-Closing
Deliveries.  Immediately after the
Closing, Seller shall deliver to the offices of Purchaser’s property manager,
the original Leases, originals of all Service Contracts (or copies certified as
true, correct and complete, if no originals are available), all keys, if any,
used in the operation of each Property; and, if in Seller’s possession or
control, a copy of any “as-built” plans and specifications of the Improvements.


5.9                                 Costs.  Each party shall pay its portion of the
following costs as indicated below:


(a)                                  Survey
– Purchaser


(b)                                 Title
Policy:


(i)                                     Basic
premium, including search and exam fees – Purchaser


(ii)                                  Extended
coverage – Purchaser



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(iii)                               Endorsements
– Purchaser


(c)                                  Documentary,
transfer, excise and similar fees, including the surtax –  Seller


(d)                                 Recording
charges:


(i)                                     Instruments
to remove encumbrances that Seller is obligated to remove – Seller


(ii)                                  Deeds
– Purchaser


(e)                                  Appraisals,
engineering studies, termite inspections, environmental inspections and other
inspections and tests desired by Purchaser – Purchaser


(f)                                    Other
– The Escrow Agent’s escrow fee shall be evenly divided between the parties
(provided that the total fee shall not exceed $500.00).  Each party shall pay its own attorneys’
fees.  Purchaser shall pay any escrow
cancellation fee or other fees due upon a termination of this Agreement.  All other costs not addressed above shall be
borne according to local custom.


5.10                           Close
of Escrow.  The Title Agent, as agent
for the Title Company, shall agree in writing with Seller and Purchaser that
(1) recordation of the Deed constitutes its representation that it is holding
the closing documents, closing funds and closing statement and is prepared and
irrevocably committed to disburse the closing funds in accordance with the closing
statements and (2) release of funds to the Seller shall irrevocably commit it
to issue the Title Policy in accordance with this Agreement.  Upon satisfaction or completion of the
foregoing conditions and deliveries, the parties shall direct the Title Agent
to immediately record and deliver the documents described above to the
appropriate parties and make disbursements according to the closing statements
executed by Seller and Purchaser and in accordance with escrow instructions by
each party consistent with this Agreement.


5.11                           Two
Million Dollar Escrow.  At the
Closing, Two Million Dollars ($2,000,000) of the Purchase Price (the “Escrow
Amount”) shall be delivered to GT to be held by GT in accordance with the GT
Escrow Agreement for the benefit of Purchaser. 
The Escrow Amount shall be held in an interest bearing account.  All interest earned on the Escrow Amount
shall be distributed to Purchaser, monthly. 
Upon the conveyance of Unit 1616 to Gladys Brownstein in accordance with
the Letter to Brownstein, One Million Dollars ($1,000,000) of the Escrow Amount
shall be released from escrow and delivered to Purchaser.   Upon the conveyance of Unit 1614 to Honey
Waldman in accordance with the Letter to Waldman, One Million Dollars
($1,000,000) of the Escrow Amount shall be released from escrow and delivered
to Purchaser.


ARTICLE 6: PRORATIONS


6.1                                 Prorations.  The day of Closing shall belong to Purchaser
and all prorations hereinafter provided to be made as of the Closing shall each
be made for the Property as of the end of the day before the Closing Date.  In each such proration set forth below, the
portion thereof applicable to periods beginning as of Closing shall be credited
or charged to Purchaser and the portion thereof applicable to periods ending as
of Closing shall be credited or charged to Seller.


(a)                                  Taxes
and Assessments.  General real estate
taxes and assessments imposed by governmental authority and any assessments
imposed by private covenant constituting a lien or charge on the Property for
the then current calendar year or other current tax period (collectively, “Taxes”)
not yet due and payable shall be prorated. 
If the Closing occurs prior to the receipt by Seller of the tax bill for
the calendar year or other applicable tax period in which the Closing occurs,
Purchaser and Seller shall prorate Taxes for such calendar year or other
applicable tax period based upon the most recent ascertainable assessed values
and tax rates and agree to reprorate the Taxes once the bills become available
after Closing.  Any refund or rebate of
Taxes resulting from a tax protest, challenge or appeal (an “Appeal”)
for a tax year ending prior to the Closing Date shall belong to Seller, whether
received before or after Closing, and Seller shall have the sole authority to prosecute
such Appeals.  Any refund or rebate of
Taxes, less costs incurred in connection therewith, resulting from an Appeal
for the tax year in which the Closing Date occurs shall be prorated between the
parties in the same manner as prescribed above, whether received before or
after Closing, and Seller shall have the sole authority to prosecute any such
Appeal prior to the Closing Date and after the Closing Date Seller and
Purchaser shall mutually cooperate in the prosecution of any such Appeal.
Notwithstanding the foregoing, if any assessment or lien is payable under the
real estate tax bill(s) for the Property on an installment payment basis, the
parties agree that Seller shall be responsible for payment of those
installments which accrue prior to the year of Closing, Purchaser shall be
responsible for payment of those installments which



 9
 






 



accrue subsequent to the
year of Closing, and the parties shall prorate the installment which is due for
the year of the Closing.


(b)                                 Collected
Rent.  All collected rent and other
collected income (and any applicable state or local tax on rent) under Leases
in effect on the Closing Date shall be prorated.  Seller shall be charged with any rent and
other income collected by Seller before Closing but applicable to any period of
time after Closing.  Uncollected rent and
other income shall not be prorated. 
Purchaser shall apply rent and other income from tenants that are
collected after the Closing for amounts due to Seller or Purchaser under the
Leases as follows:  first to the month in
which the Closing occurs, then for the period after the month of Closing, and
the remainder, if any, to Seller for the period prior to the month preceding
Closing.  Any prepaid rents for the
period following the Closing Date shall be paid over by Seller to Purchaser at
Closing.  Purchaser will make reasonable
efforts, without suit, to collect any rents applicable to the period before
closing.  Seller may pursue collection as
to any rent not collected by Purchaser within 6 months following the Closing
Date provided that Seller shall have no right to terminate any Lease or any
tenant’s occupancy under any Lease in connection therewith.


(c)                                  Utilities.  Utilities, including water, sewer, electric,
and gas, based upon the last reading of meters prior to the Closing shall be
prorated.  Seller shall endeavor to
obtain meter readings on the day before the Closing Date, and if such readings
are obtained, there shall be no proration of such items.  Seller shall pay at Closing the bills
therefor for the period to the day preceding the Closing, and Purchaser shall
pay the bills therefor for the period subsequent thereto.  If the utility company will not issue
separate bills, Purchaser will receive a credit against the Purchase Price for
Seller’s portion and Seller will pay the entire bill prior to delinquency after
Closing.  If Seller has paid any
utilities no more than 30 days in advance in the ordinary course of business,
then Purchaser shall be charged its portion of such payment at Closing.


(d)                                 Fees
and Charges under Service Contracts, Licenses and Permits.  Fees and charges under such of the Service
Contracts, licenses and permits as are being assigned to and assumed by
Purchaser at the Closing, on the basis of the periods to which such Service
Contracts, licenses and permits relate shall be prorated.


6.2                                 Final
Adjustment After Closing.  If final
prorations cannot be made at Closing for any item being prorated under Paragraph
6.1, including Taxes, then Purchaser and Seller agree to allocate such
items on a fair and equitable basis as soon as invoices or bills are available,
with final adjustment to be made as soon as reasonably possible after the
Closing, to the effect that income and expenses are received and paid by the
parties on an accrual basis with respect to their period of ownership.  Payments in connection with the final
adjustment shall be due within 30 days of written notice.  Seller shall have reasonable access to, and the
right to inspect and audit, Purchaser’s books to confirm the final prorations.


6.3                                 Service
Contracts.  Purchaser will assume the
obligations arising from and after the Closing Date under the Service Contracts
for any Service Contracts which are not terminated by Seller at Closing as
provided in this Agreement.


6.4                                 Tenant
Deposits.  All tenant refundable
security deposits in Seller’s possession, as reflected on a final rent roll
delivered to Purchaser (and interest thereon if required by law or contract to
be earned thereon) and not theretofore applied to tenant obligations under the
Leases, at least 30 days prior to Closing, shall be transferred or credited to
Purchaser at Closing or placed in escrow by Purchaser if required by law.  As of the Closing, Purchaser shall assume
Seller’s obligations related to tenant security deposits for which Purchaser
receives the transfer or credit as referenced above.  Purchaser will indemnify, defend, and hold
Seller harmless from and against all demands and claims made by tenants arising
out of the transfer or disposition of any security deposits transferred to
Purchaser and will reimburse Seller for any reasonable expenses (including all
reasonable attorneys’ fees) incurred or that may be incurred by Seller as a
result of any such claims or demands by tenants. Seller will indemnify, defend,
and hold Purchaser harmless from and against all demands and claims made by
tenants arising out of the transfer or disposition of any security deposits not
transferred to Purchaser and will reimburse Purchaser for any reasonable
expenses (including all reasonable attorneys’ fees) incurred or that may be
incurred by Purchaser as a result of any such claims or demands by tenants.


6.5                                 Utility
Deposits.  Purchaser shall be
responsible for making any deposits, required with utility companies.



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6.6                                 Sale
Commissions.  Seller and Purchaser
represent and warrant each to the other that they have not dealt with any real
estate broker, sales person or finder in connection with this transaction.  If any claim is made for broker’s or finder’s
fees or commissions in connection with the negotiation, execution or
consummation of this Agreement or the transactions contemplated hereby, each
party shall defend, indemnify and hold harmless the other party from and
against any such claim based upon any statement, representation or agreement of
such party.


6.7                                 Survival.  The terms of this Article 6 shall survive the
Closing and the execution and delivery of the Deed.


ARTICLE 7:  REPRESENTATIONS
AND WARRANTIES


7.1                                 Seller’s
Representations and Warranties.  As a
material inducement to Purchaser to execute this Agreement and consummate this
transaction, Seller represents and warrants to Purchaser as of the Date of this
Agreement and as of the Closing Date that:


(a)                                  Organization
and Authority.  Seller has been duly
organized and is validly existing as a limited liability company in good
standing in the State of Delaware, and is qualified to do business in the State
of Florida.   Seller has the full right
and authority and has obtained any and all consents required to enter into this
Agreement and to consummate or cause to be consummated the transactions
contemplated hereby.  This Agreement has
been, and all of the documents to be delivered by Seller at the Closing will
be, authorized and properly executed and constitutes, or will constitute, as appropriate,
the valid and binding obligation of Seller, enforceable in accordance with
their terms.


(b)                                 
Conflicts and Pending Action. 
There is no agreement to which Seller is a party or to Seller’s
knowledge binding on Seller which is in conflict with this Agreement.  There is no action or proceeding pending or,
to Seller’s knowledge, threatened against Seller which challenges or impairs
Seller’s ability to execute or perform its obligations under this Agreement.
Except as described in Item 10 of Schedule B-1 to the Title Commitment, there
is no pending litigation brought by or against Seller or affecting the Property
(including, without limitation, the Leases or the Service Contracts) or the
operation of the Property.


(c)                                  
Service Contracts.  The list of
Service Contracts attached hereto as Exhibit G is true, correct, and
complete.  Neither Seller nor, to Seller’s
knowledge, any other party is in material default (or has an event occurred
that with notice or lapse of time or both would constitute a material default)
under any Service Contract.    Seller has
received no notice that any party to any Service Contract intends to cancel or
terminate such agreement.  [To be
confirmed] All of the Service Contracts are cancelable by the owner of the
Property upon thirty days notice.


(d)                                 Leases.  The Leases described on the Rent Roll in Exhibit
F comprise all the Leases presently existing and, to Seller’s best
knowledge, each is in full force and effect; no Lease has been modified or
supplemented except (if at all) as set forth on Exhibit F; no rent has
been paid more than one month in advance by any tenant, and, to Seller’s best
knowledge, no tenant is entitled to any defense, credit, allowance or offset
against rental; to Seller’s best knowledge, the information set forth in Exhibit
F is true, correct, and complete.  To
Seller’s knowledge, there is no default of either landlord or tenant under any
of the Leases, and no state of facts which with notice and/or the passage of
time would ripen into a default, except as set forth on Exhibit F. There
are no persons or entities entitled to possession of the Property other than
those listed on Exhibit F.  No
work or installations is required of Seller except as specified (if at all) in
the Leases, and in any case Seller has fully completed all improvements
specified in any Lease to be the responsibility of the landlord and has paid
all tenant improvement costs. There are no leasing commissions due from Seller
nor will any become due in connection with any Lease or the renewal thereof,
and no understanding or agreement exists in regard to payment of any leasing
commissions from Seller or fees for future Leases.  Seller has not granted to any tenant under a
Lease or any other person an option, right of first refusal, or any other right
to purchase the Property.   In the event
any such option, right of first refusal or any other right to purchase does
exist, in writing, on the date hereof, Seller shall deliver to Purchaser a
written and recordable instrument signed by the holder thereof, irrevocably and
unconditionally waiving, cancelling, terminating and annulling any such option,
right of first refusal or other right.


(e)                                Employees.  Seller has on-site employees in connection
with the management, operation or maintenance of the Property. Purchaser shall
have no obligation, liability or responsibility to hire such employees or



 11
 






 



with respect to charges,
salaries, vacation pay, fringe benefits or like items subsequent to Closing,
nor with respect to any management or employment agreements with respect to the
Property.


(f)                                    Notices.  Seller has not received notice from any
governmental authority, mortgagee, tenant, insurer or other party (i) that
either the Property or the use or operation thereof is currently in violation
of any zoning, environmental or other land use regulations; (ii) that Seller is
currently in violation or with the passage of time will be in violation of the
requirements of any ordinance, law or regulation or order of any government or
any agency, body or subdivision thereof (including, without limitation, the
local building department) or that any investigation has been commenced
regarding any violation or (iii) asserting that Seller is required to perform
work at the Property.


(g)                                 Permits.  All permits and authorizations necessary with
respect to the Property for its use, operation and occupancy are now in effect
and will be in full force and effect as of the date of Closing, and will be
delivered to Purchaser on the date of Closing. Pending applications, if any, will
not be withdrawn or permitted to lapse without Purchaser’s consent, and Seller
shall promptly notify Purchaser of all pending applications.


(h)                                 Utilities.  To the best of Seller’s knowledge, the
Property is served by all utilities necessary for the operation thereof, such
utilities are adequate with respect to service and capacity for the operation
thereof.


(i)                                     Submerged
Land Leases.  Seller has provided to
Purchaser true and correct copies of the Submerged Land Leases; and, to Seller’s
best knowledge, each is in full force and effect. Neither Seller nor, to Seller’s
knowledge, any other party thereunder is in material default (or has an event
occurred that with notice or lapse of time or both would constitute a material
default) under any Submerged Land Lease. Seller has received no notice that any
party to any Submerged Land Lease intends to cancel or terminate such
agreement.


(j)                                     Disclosure.  No representation or warranty made to
Purchaser in this Agreement and no statement contained in any certificate,
document, or instrument to be delivered by Seller pursuant to this Agreement
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements herein or therein not
misleading. There is no fact known to Seller which materially and adversely
affects the use or operation of the Property, which has not been set forth in
this Agreement.


“Seller’s knowledge,” as used in this Agreement means
the current actual knowledge of Pilar Puente, who is the Operations Manager for
the Property, after making a reasonable inquiry or investigation.  Seller’s maximum aggregate liability for
damages arising from all breaches of the foregoing representations, whether
discovered before or after Closing, shall be limited to Purchaser’s actual
damages (and specifically excluding consequential, punitive and exemplary
damages) not to exceed Three Million Dollars ($3,000,000), which limitation
shall not include or affect any final reprorations after Closing under Article 6
or any indemnification obligations under this Agreement.


7.2                                 Purchaser’s
Representations and Warranties.  As a
material inducement to Seller to execute this Agreement and consummate this
transaction, Purchaser represents and warrants to Seller that:


(a)                                  Organization
and Authority.  Purchaser has been
duly organized and is validly existing as a                       limited liability
company, in good standing in the state of its formation and is qualified to do
business in the State of  Florida.  Purchaser has the full right and authority
and has obtained any and all consents required to enter into this Agreement and
to consummate or cause to be consummated the transactions contemplated
hereby.  This Agreement has been, and all
of the documents to be delivered by Purchaser at the Closing will be,
authorized and properly executed and constitutes, or will constitute, as
appropriate, the valid and binding obligation of Purchaser, enforceable in
accordance with their terms.


(b)                                 Conflicts
and Pending Action.  There is no
agreement to which Purchaser is a party or to Purchaser’s knowledge binding on
Purchaser which is in conflict with this Agreement.  There is no action or proceeding pending or,
to Purchaser’s knowledge, threatened against Purchaser which challenges or impairs
Purchaser’s ability to execute or perform its obligations under this Agreement.


ARTICLE 8:  INTENTIONALLY DELETED



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ARTICLE 9:  MISCELLANEOUS


9.1                                 Parties
Bound.  Except for an assignment
pursuant to Paragraph 9.16, neither party may assign this Agreement
without the prior written consent of the other, and any such prohibited
assignment shall be void.  No assignment
permitted under this Agreement shall relieve the assigning party of any
liability hereunder, whether arising before or after the date of such
assignment.   Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the respective
legal representatives, successors, assigns, heirs, and devisees of the
parties.  Notwithstanding the foregoing,
Purchaser may, without Seller’s consent, assign this Agreement to any parent,
subsidiary, or affiliate of Purchaser provided that Purchaser shall remain
liable hereunder notwithstanding such assignment. For this purpose, “affiliate”
shall mean (i) an entity which is a subsidiary of, or controlled by, the entity
owning a controlling interest in Purchaser, (ii) any person or entity directly
or indirectly controlling, controlled by or under common control with
Purchaser, or (iii) a person or entity owning or controlling 10% or more of the
outstanding voting securities of Purchaser, or a subsidiary thereof.


9.2                                 Confidentiality.  Purchaser shall not record this Agreement or
any memorandum of this Agreement.


9.3                                 Headings. 
The article and paragraph headings of this Agreement are for convenience only
and in no way limit or enlarge the scope or meaning of the language hereof.


9.4                                 Invalidity
and Waiver.  If any portion of this
Agreement is held invalid or inoperative, then so far as is reasonable and
possible the remainder of this Agreement shall be deemed valid and operative,
and effect shall be given to the intent manifested by the portion held invalid or
inoperative.  The failure by either party to enforce against the other any
term or provision of this Agreement shall not be deemed to be a waiver of such
party’s right to enforce against the other party the same or any other such
term or provision in the future.


9.5                                 Governing
Law.  This Agreement shall, in all respects, be governed, construed,
applied, and enforced in accordance with the law of the state in which the
Property is located.  Venue shall be in
Miami-Dade County, Florida.


9.6                                 Survival.  Unless otherwise expressly stated in this
Agreement, each of the covenants, obligations, representations, and agreements
contained in this Agreement shall survive the Closing and the execution and
delivery of the Deeds required hereunder only for a period of nine (9) months
immediately following the Closing Date; provided, however the indemnification
provisions of Paragraphs 2.3, 2.4, 6.5, 10.4 and 10.5 and
the provisions of Paragraph 6.2 shall survive the termination of this
Agreement or the Closing, whichever occurs, and shall not be merged, until the
applicable statute of limitations with respect to any claim, cause of action,
suit or other action relating thereto shall have fully and finally
expired.  Any claim brought after Closing
based upon a misrepresentation or a breach of a warranty contained in Article
7 of this Agreement with respect to the Property shall be actionable or
enforceable against the Seller if and only if: (i) notice of such claim is
given to the party which allegedly made such misrepresentation or breached such
covenant, obligation, warranty or agreement within six (6) months after the
Closing Date; and (ii) the amount of damages or losses as a result of such
claim suffered or sustained by the party making such claim exceeds $50,000;
provided, however that the foregoing shall not apply any misrepresentation
regarding security deposits or any reproration provided for in Article 6
hereof.


9.7                                 No
Third Party Beneficiary.  This Agreement is not intended to give or
confer any benefits, rights, privileges, claims, actions, or remedies to any
person or entity as a third party beneficiary or otherwise.


9.8                                 Entirety
and Amendments.  This Agreement embodies the entire agreement between
the parties and supersedes all prior agreements and understandings relating to
the Property.  This Agreement may be
amended or supplemented only by an instrument in writing executed by the party
against whom enforcement is sought.


9.9                                 Time. 
Time is of the essence in the performance of this Agreement.


9.10                           Attorneys’
Fees.  Should either party employ attorneys to enforce any of the
provisions hereof, the party against whom any final judgment is entered agrees
to pay the prevailing party all reasonable costs, charges,



 13
 






 



and expenses, including
attorneys’ fees, expended or incurred in connection therewith at all trial and
appellate levels.


9.11                           Notices and Deliveries.  All notices
required or permitted hereunder shall be in writing and shall be served on the
parties at the addresses set forth in Paragraph 1.1.  Any such notices shall be either (a) sent by
overnight delivery using a nationally recognized overnight courier, in which
case notice shall be deemed delivered one business day after deposit with such
courier, (b) sent by facsimile, with written confirmation by overnight or first
class mail, in which case notice shall be deemed delivered upon receipt of
confirmation transmission of such facsimile notice, or (c) sent by personal
delivery, in which case notice shall be deemed delivered upon receipt or
refusal.  Any notice sent by facsimile or
personal delivery and delivered after 5:00 p.m. local time where the Property
is located shall be deemed received on the next business day.  A party’s address may be changed by written
notice to the other party; provided, however, that no notice of a change of
address shall be effective until actual receipt of such notice.  Copies of notices are for informational
purposes only, and a failure to give or receive copies of any notice shall not
be deemed a failure to give notice. 
Notices given by counsel to the Purchaser shall be deemed given by
Purchaser, notices given by counsel to the Seller shall be deemed given by
Seller, and notices given to a party’s counsel shall be deemed given to the
party.  Notwithstanding the inclusion of
a party’s e-mail address in Paragraph 1.1, notices sent by e-mail shall
not be effective notice.


9.12                           Construction.  The parties acknowledge that the parties and
their counsel have reviewed and revised this Agreement and that the normal rule
of construction — to the effect that any ambiguities are to be resolved against
the drafting party – shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.


9.13                           Calculation
of Time Periods.  Unless otherwise
specified, in computing any period of time described herein, the day of the act
or event after which the designated period of time begins to run is not to be
included and the last day of the period so computed is to be included, unless
such last day is not a Business Day, in which event the period shall run until
the end of the next day which is a Business Day.  The last day of any period of time described
herein shall be deemed to end at 5:00 p.m. local time where the Property is
located unless otherwise noted.


9.14                           Procedure
for Indemnity.  The following
provisions govern actions for indemnity under this Agreement.  Promptly after receipt by an indemnitee of
notice of any claim, such indemnitee will, if a claim in respect thereof is to
be made against the indemnitor, deliver to the indemnitor written notice
thereof and the indemnitor shall have the right to participate in such
proceeding and, if the indemnitor agrees in writing that it will be responsible
for any costs, expenses, judgments, damages, and losses incurred by the indemnitee
with respect to such claim, to assume the defense thereof, with counsel
mutually satisfactory to the parties; provided, however, that an indemnitee
shall have the right to retain its own counsel, with the fees and expenses to
be paid by the indemnitor, if the indemnitee reasonably believes that
representation of such indemnitee by the counsel retained by the indemnitor
would be inappropriate due to actual or potential differing interests between
such indemnitee and any other party represented by such counsel in such
proceeding.  The failure of indemnitee to
deliver written notice to the indemnitor within a reasonable time after
indemnitee receives notice of any such claim shall relieve such indemnitor of
any liability to the indemnitee under this indemnity only if and to the extent
that such failure is prejudicial to its ability to defend such action, and the
omission so to deliver written notice to the indemnitor will not relieve it of
any other liability that it may have to any indemnitee.  If an indemnitee settles a claim without the
prior written consent of the indemnitor, then the indemnitor shall be released
from liability with respect to such claim unless the indemnitor has
unreasonably withheld such consent.


9.15                           Execution
in Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such
counterparts shall constitute one Agreement.  To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.


9.16                           Section
1031 Exchange. Either party may consummate the purchase or sale (as
applicable) of the Property as part of a so-called like kind exchange (an “Exchange”)
pursuant to §1031 of the Internal Revenue Code of 1986, as amended (the “Code”),
provided that:  (a) the Closing shall not
be delayed or affected by reason of the Exchange nor shall the consummation or
accomplishment of an Exchange be a condition precedent or condition



 14
 






 



subsequent to the exchanging
party’s obligations under this Agreement; (b) the exchanging party shall effect
its  Exchange through an assignment of
this Agreement, or its rights under this Agreement, to a qualified intermediary
(c) neither party shall be required to take an assignment of the purchase
agreement for the relinquished or replacement property or be required to
acquire or hold title to any real property for purposes of consummating an
Exchange desired by the other party; and (d) the exchanging party shall pay any
additional costs that would not otherwise have been incurred by the
non-exchanging party had the exchanging party not consummated the transaction
through an Exchange.  Neither party shall
by this Agreement or acquiescence to an Exchange desired by the other party
have its rights under this Agreement affected or diminished in any manner or be
responsible for compliance with or be deemed to have warranted to the
exchanging party that its Exchange in fact complies with §1031 of the Code.


9.17                           WAIVER
OF JURY TRIAL.  TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


9.18                           INTENTIONALLY DELETED.


9.19                           Limitation
of Liability.  Notice is hereby given
that all persons dealing with Seller shall look to the assets of Seller for the
enforcement of any claim against Seller, as none of the trustees, officers,
employees and shareholders of Seller assume any personal liability for
obligations entered into by or on behalf of Seller.


9.20                           Lead
Warning Statement.  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
PURCHASER WITH ANY INFORMATION ON LEAD-BASED PAINT HAZARDS FROM RISK
ASSESSMENTS OR INSPECTIONS IN THE SELLER’S POSSESSION AND NOTIFY THE PURCHASER
OF ANY KNOWN LEAD-BASED PAINT HAZARDS.  A
RISK ASSESSMENT OR INSPECTION FOR POSSIBLE LEAD-BASED PAINT HAZARDS IS
RECOMMENDED PRIOR TO PURCHASE.


By its execution of this
Agreement, Purchaser acknowledges that (a) it has read and understand the
foregoing Lead Warning Statement, (b) it has reviewed the Property Information
concerning lead-based paint or lead-based paint hazards located on the
Property, including the materials listed on Exhibit D attached hereto,
and (c) Seller has provided, or Purchaser has independently obtained, a
lead hazard information pamphlet in the form prescribed by the Environmental
Protection Agency under Section 406 of the Toxic Substances Control Act.  Purchaser may conduct such studies and tests
for lead-based paint as Purchaser deemed appropriate.  By its execution of this Agreement, Seller
acknowledges that, to the best of Seller’s knowledge, the statements contained
herein and the information provided, or to be provided, to the Purchaser
pursuant to the terms of this Agreement concerning lead-based paint and
lead-based paint hazards are accurate.


9.21                           Radon.  Florida law requires the following disclosure
to be given to the purchaser of property in this State.  Seller has made no independent inspection of
the Property to determine the presence of conditions which may result in radon
gas; however, Seller is not aware of any such condition.  Certain building methods and materials have
been proven to reduce the possibility of radon gas entering the building:


“RADON GAS: Radon
is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are
exposed over time.  Levels of radon that
exceed federal and state guidelines have been found in buildings in
Florida.  



 15
 






 



Additional
information regarding radon and radon testing may be obtained from your county
public health unit.”


9.22                           Condominium
Conversion Disclaimer.  
Notwithstanding anything contained in this Agreement to the contrary,
neither Seller nor Seller’s predecessor in title constructed the Improvements
as a condominium or constructed the Improvements with the intent to convert the
Improvements into a condominium, pursuant to Chapter 718, Florida
Statutes.  Except to the extent of Seller’s
representations and warranties expressly set forth herein, Seller specifically
disclaims any warranties, representations or guarantees of any kind or
character, express or implied, with respect to the Improvements if the Property
is converted to a condominium form of ownership by Purchaser or by Purchaser’s
successors and/or assigns.  In no event
shall Seller have any liability of any kind or nature arising from the
conversion of the Property to a residential condominium or the sale of
individual condominium units, whether to condominium unit owners, contract
vendees of condominium units or any condominium association formed with respect
to the Property.  Purchaser hereby
covenants and agrees that if Purchaser elects to convert the Property to a
condominium, Purchaser shall include in its individual sales contracts with
condominium unit purchasers a disclaimer whereby each individual unit purchaser
disclaims, to the maximum extent permitted by applicable law, any liability or
responsibility of any kind or nature, including negligent construction of any
portion of the Improvements, and acknowledges that Purchaser purchased the
Property in on “as is” basis (but only to the extent same is not prohibited by
applicable laws nor is Purchaser or its successors and/or assigns subject to
material penalties or fines for inclusion of same).  To the extent same is not prohibited by
applicable laws nor is Purchaser or its successors and/or assigns subject to
material penalties or fines for inclusion of same, Purchaser shall incorporate
such disclaimer into its general disclaimer language in both its condominium
prospectus and its form purchase and sale contract for the condominium
sales.  Purchaser shall prepare such
disclaimer language during the Inspection Period and shall provide such
disclaimer to Seller for Seller’s prior written approval, which approval shall
not be unreasonably withheld, conditioned or delayed.  To the extent same is not prohibited by
applicable laws nor is Purchaser or its successors and/or assigns subject to
material penalties or fines for inclusion of same, Purchaser (i) shall not
enter into any sales contracts for the sale of individual condominium units
prior to the approval of such disclaimer language and (ii) shall enter into any
sales contracts for the sale of individual condominium units only after the
approved disclaimer language has been included therein.  Purchaser agrees that if it obtains defect
insurance for the Property, it shall name Seller as an additional insured
thereon provided that adding Seller as an additional insured is at no cost to
Purchaser.  This Section shall survive
the Closing and shall not be merged with the Deed.


9.23                           INTENTIONALLY
DELETED.


9.24                           OFAC.  Purchaser, and all beneficial owners of
Purchaser, are in compliance with all laws, statutes, rules and regulations of
any federal, state or local governmental authority in the United States of
America applicable to such persons or entities, including, without limitation, the
requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001)
(the “Order”) and other similar requirements contained in the rules and
regulations of the Office of Foreign Asset Control, Department of the Treasury
(“OFAC”) and in any enabling legislation or other Executive Orders in
respect thereof (the Order and such other rules, regulations, legislation, or
orders are collectively called the “Orders”).  Purchaser hereby agrees to defend, indemnify,
and hold harmless Seller from and against any and all claims, damages, losses,
risks, liabilities, and expenses(including actual attorneys fees) arising from
or related to any breach of the provisions of this Paragraph 9.24.  Purchaser shall also pay all costs and
expenses incurred by Seller in defending a threatened or pending civil or
criminal action, suit, or proceeding described in this section in advance of
the final disposition of the threatened or pending action, suit, or proceeding,
on receipt of an undertaking by or on behalf of the Seller to repay the costs
and expenses, if it is ultimately determined that the person is not entitled to
be indemnified by the Purchaser. The undertaking shall be an unlimited general
obligation of the Seller, but need not be secured.


9.25                           Terrorism.  Neither Purchaser, nor any beneficial owner
of Purchaser: (a) is listed on the Specially Designated Nationals and Blocked
Persons List maintained by OFAC pursuant to the Order and/or on any other list
of terrorists or terrorist organizations maintained pursuant to any of the
rules and regulations of OFAC or pursuant to any other applicable Orders (such
lists are collectively referred to as the “Lists”); (b) is a person or
entity who has been determined by competent authority to be subject to the
prohibitions contained in the Orders; or (c) is owned or controlled by, or acts
for or on behalf of, any person or entity on the Lists or any other person or
entity who has been determined by competent authority to be subject to the
prohibitions contained in the Orders. Purchaser hereby agrees



 16
 






 



to defend,
indemnify, and hold harmless Seller from and against any and all claims,
damages, losses, risks, liabilities, and expenses(including actual attorneys
fees) arising from or related to any breach of the provisions of this Paragraph
9.25. Purchaser shall also pay all costs and expenses incurred by Seller in
defending a threatened or pending civil or criminal action, suit, or proceeding
described in this section in advance of the final disposition of the threatened
or pending action, suit, or proceeding, on receipt of an undertaking by or on
behalf of the Seller to repay the costs and expenses, if it is ultimately
determined that the person is not entitled to be indemnified by the Purchaser.
The undertaking shall be an unlimited general obligation of the Seller, but
need not be secured.


9.26                           Further
Assurances.  Seller and Purchaser
each agree to do such further acts and things and to execute and deliver such
additional agreements and instruments as the other may reasonable require to
consummate, evidence or confirm the sale or any other agreement contained
herein in the manner contemplated hereby.


ARTICLE 10:  “AS-IS”
PURCHASE


10.1                      No
person acting on behalf of Seller is authorized to make, and by execution
hereof, Purchaser acknowledges that no person has made, any representation,
agreement, statement, warranty, guarantee or promise regarding the Property or
the transaction contemplated herein or the zoning, construction, physical
condition or other status of the Property except as may be expressly set forth
in this Agreement or the closing documents delivered by Seller.  No representation, warranty, agreement,
statement, guarantee or promise, if any, made by any person acting on behalf of
Seller which is not contained in this Agreement or the closing documents
delivered by Seller will be valid or binding on Seller.


10.2                      PURCHASER
ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND
WARRANTIES SPECIFIED IN THIS AGREEMENT AND IN THE DOCUMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED BY SELLER IN CONNECTION WITH THE CLOSING, SELLER HAS NOT
MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) VALUE; (II) THE
INCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY
FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON,
INCLUDING, WITHOUT LIMITATION, THE POSSIBILITIES, IF ANY, FOR FUTURE
DEVELOPMENT OF THE PROPERTY; (IV) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY; (V) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY; (VI) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE INDOOR AND OUTDOOR ENVIRONMENT AIR QUALITY, WATER, SOIL
AND GEOLOGY; (VII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (IX) COMPLIANCE WITH ANY
FEDERAL, STATE, AND LOCAL ENVIRONMENTAL PROTECTION, POLLUTION, HEALTH AND
SAFETY OR LAND USE LAWS, RULES, REGULATIONS, ORDINANCES, ORDERS, REQUIREMENTS
OR COMMON LAW, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH
DISABILITIES ACT OF 1990, AS AMENDED, THE FEDERAL WATER POLLUTION CONTROL ACT,
AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980,
AS AMENDED, THE SAFE DRINKING WATER ACT, AS AMENDED, THE HAZARDOUS MATERIALS
TRANSPORTATION ACT, AS AMENDED, THE OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970,
AS AMENDED, THE TOXIC SUBSTANCE CONTROL ACT, AS AMENDED, AND REGULATIONS
PROMULGATED UNDER ANY OF THE FOREGOING AND ANALOGOUS STATE STATUTES AND REGULATIONS;
(X) THE PRESENCE OR ABSENCE OF MOLD OR HAZARDOUS OR TOXIC MATERIALS, SUBSTANCES
OR WASTE AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT,
COMPLETENESS OR ACCURACY OF



 17
 






 



THE DUE DILIGENCE MATERIALS OR PRELIMINARY REPORT
REGARDING TITLE; (XII) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR
SPECIFICATIONS FOR THE PROPERTY INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY
HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (XIII) THE CONFORMITY OF THE
PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS;
(XIV) DEFICIENCY OF ANY UNDERSHORING, (XV) DEFICIENCY OF ANY DRAINAGE; (XVI)
THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN
EARTHQUAKE FAULT LINE; (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR
BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; OR (XVIII) WITH RESPECT TO ANY
OTHER MATTER.  PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY,
PURCHASER IS, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES
SPECIFIED IN THIS AGREEMENT AND IN THE DOCUMENTS AND INSTRUMENTS EXECUTED AND
DELIVERED BY SELLER IN CONNECTION WITH THE CLOSING, RELYING SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION,
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLER’S EXPRESS
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND IN THE DOCUMENTS
AND INSTRUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION WITH THE
CLOSING, ANY INFORMATION MADE AVAILABLE TO PURCHASER OR PROVIDED OR TO BE
PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED
FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS
AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. EXCEPT FOR LIABILITY
FOR BREACHES OF SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS AGREEMENT AND IN THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED BY
SELLER IN CONNECTION WITH THE CLOSING (BUT SUBJECT TO THE EXPRESS LIMITATIONS
ON LIABILITY SET FORTH IN THIS AGREEMENT), PURCHASER AGREES TO FULLY AND
IRREVOCABLY RELEASE SELLER FROM ANY AND ALL CLAIMS THAT PURCHASER MAY NOW HAVE
OR HEREAFTER ACQUIRE AGAINST SELLER FOR ANY COSTS, LOSS, LIABILITY, DAMAGE,
EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR
DOCUMENTATION. EXCEPT FOR LIABILITY FOR BREACHES OF SELLER’S EXPRESS
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND IN THE DOCUMENTS
AND INSTRUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION WITH THE CLOSING
(BUT SUBJECT TO THE EXPRESS LIMITATIONS ON LIABILITY SET FORTH IN THIS
AGREEMENT), SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE
OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
SERVANT OR OTHER PERSON.  PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW,
EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS
AGREEMENT AND IN THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED BY SELLER
IN CONNECTION WITH THE CLOSING, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN
IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS
NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE
BE EXPRESSLY STATED HEREIN. PURCHASER REPRESENTS, WARRANTS, AND COVENANTS TO
SELLER, WHICH REPRESENTATION, WARRANTY, AND COVENANTS TO SELLER SHALL SURVIVE
THE CLOSING AND NOT BE MERGED WITH THE DEED, THAT, EXCEPT FOR SELLER’S EXPRESS
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND IN THE DOCUMENTS
AND INSTRUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION WITH THE
CLOSING, PURCHASER IS RELYING SOLELY UPON PURCHASER’S OWN INVESTIGATION OF THE
PROPERTY.


10.3                      Intentionally
deleted.



 18
 






 



10.4                      Purchaser
and anyone claiming by, through or under Purchaser hereby waives its right to
recover from and fully and irrevocably releases Seller, its employees,
officers, directors, representatives, agents, servants, attorneys, affiliates,
parent, subsidiaries, successors and assigns, and all persons, firms,
corporations and organizations in its behalf (“Released Parties”) from
any and all claims that it may now have or hereafter acquire against any of the
Released Parties for any costs, loss, liability, damage, expenses, demand,
action or cause of action arising from or related to any construction defects,
errors, omissions, or other physical conditions, latent or otherwise, including
environmental matters, affecting the Property, or any portion thereof, except
to the extent Seller is liable for a breach of one or more of Seller’s express
representations and warranties specified in this Agreement and in the documents
and instruments executed and delivered by Seller in connection with the Closing
(but subject to the express limitations on liability set forth in this
Agreement).  The foregoing release
includes claims of which Purchaser is presently unaware or which Purchaser does
not presently suspect to exist which, if known by Purchaser, would materially affect
Purchaser’s release to Seller.  In this
connection and to the extent permitted by law, Purchaser hereby agrees,
represents and warrants, which representation and warranty shall survive the
Closing and not be merged with the Deed, that Purchaser realizes and
acknowledges that factual matters now unknown to it may have given or may
hereafter give rise to causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are presently unknown, unanticipated
and unsuspected, and Purchaser further agrees, represents and warrants, which
representation and warranty shall survive the Closing and not be merged with
the Deed, that the waivers and releases herein have been negotiated and agreed
upon in light of that realization and that Purchaser nevertheless hereby
intends to release, discharge and acquit Seller from any such unknown causes of
action, claims, demands, debts, controversies, damages, costs, losses and
expenses which might in any way be included as a material portion of the
consideration given to Seller by Purchaser in exchange for Seller’s performance
hereunder, except to the extent that Seller is liable for a breach of one or
more of Seller’s express representations and warranties specified in this
Agreement and in the documents and instruments executed and delivered by Seller
in connection with the Closing (but subject to the express limitations on
liability set forth in this Agreement).


10.5                      From
and after the Closing, Purchaser shall protect, defend, indemnify and hold
Seller and Seller’s parent company, if any, and their respective, affiliates
and subsidiaries, and their respective partners directors, officers,
participants, employees and agents free and harmless from and against any and
all claims (including third party claims), demands, liabilities, damages, costs
and expenses, including, without limitation, investigatory expenses, clean-up
costs and reasonable attorneys’ fees of whatever kind or nature arising from or
in any way connected with the physical condition of the Property or any other
aspect of the Property, which accrue after the Closing.  Purchaser’s obligations of indemnity set
forth herein shall survive the Closing and shall not be merged with the Deed.


 


[Signature
Pages Follow]



 19
 






 



IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written below.


	
  

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  1100 WEST
  REALTY, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Sharon Christenbury

  
	
  Date:

  	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  As to Sections
  1.2(h), 1.3, 5.3(j), 7.1(i)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1200 WEST
  REALTY, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  1200 West Realty
  Holdings, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
  Its Sole and Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:   Sharon Christenbury

  
	
  Date:

  	
   

  	
   

  	
  Title:    
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIRADOR 1000,
  LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mirador Holdings, LLC,

  
	
   

  	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
  Its Sole and Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:   Sharon Christenbury

  
	
  Date:

  	
   

  	
   

  	
  Title:    
  Vice President

  
							



 



 20
 






 



 


	
  

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1100 WEST
  PROPERTIES LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 



 21














 


EXHIBIT A


LEGAL DESCRIPTION


Lots 7 and 8 and the North 50 feet of Lot 9, Block 80,
a subdivision of BLOCK EIGHTY OF THE ALTON BEACH REALTY COMPANY,  A PART
OF THE ALTON BEACH BAY FRONT SUBDIVISION, according to the Plat thereof
recorded in Plat Book 6, at Page 12, of the Public Records of Miami-Dade
County, Florida; also described as:


Commence at the Northwest corner of West Avenue and
10th Street in Miami Beach, Florida, said corner also being the intersection of
Tangents at the Southeast Corner of Block 80, and run Northerly along the
Easterly line of said Block 80, along the Westerly line of West Avenue, a
distance of 350.00 feet to the Southerly line of the North 50.00 feet of said
Lot 9 and the Point of Beginning (P.O.B.) of the tract of land hereinafter
described:  Thence continue along the Easterly Line of said Block 80,
along the Westerly line of West Avenue, a distance of 299.85 feet to the
Northeast Corner of the above referenced Lot 7; thence deflecting 90° 00’ 00”
to the left, run Westerly along the Northerly Line of said Lot 7, a distance of
337.96 feet to the face of a concrete bulkhead cap and the face of deck; thence
run Southerly along the face of deck and cap a distance of 301.70 feet to the
Southerly line of the North 50.00 feet of Lot 9; thence run Easterly along the
Southerly line of the North 50.00 feet of said Lot 9, a distance of 304.67 feet
to the Point of Beginning.


PARCEL 2


 


Condominium Unit CU-12, Mirador 1000, a
Condominium, together with an undivided interest in the common elements,
according to the Declaration of Condominium thereof, as recorded in Official
Records Book 22959, Page 1727, of the Public Records of Miami-Dade County,
Florida.  


Parcel Identification Number:  
0232330714610


PARCEL 3


 


Condominium
Unit CU-10 Mirador 1200, a Condominium, together with an undivided interest in
the common elements, according to the Declaration of Condominium thereof, as
recorded in Official Records Book 23543, Page 3930, of the Public Records of
Miami-Dade County, Florida.  


Parcel Identification
Number:   0232330734220



 22
 






 



EXHIBIT
B


 


BILL OF SALE, ASSIGNMENT OF LEASES AND CONTRACTS


This instrument is executed and delivered as of the     
day of July, 2006 pursuant to that certain Purchase and Sale Agreement (“Agreement”),
dated July      , 2006, by and between 1100 West
Realty, LLC, a Delaware limited liability company (“Seller”), and 1100
West Properties LLC, a Delaware limited liability company (“Purchaser”),
covering the real property described in Exhibit A attached hereto (“Real
Property”).


1.                                       Sale
of Personalty.  For good and valuable
consideration, Seller hereby sells, transfers, sets over and conveys to
Purchaser the following (the “Personal Property”):


(a)                                  Leases.  All of the Seller’s right, title and
interest, as landlord, in and to the leases or occupancy agreements
described in the rent roll attached hereto as Exhibit B (collectively, “Leases”),
together with any prepaid rents and security deposits held by Seller under the
Leases, and Purchaser hereby assumes all of the landlord’s
obligations under the Leases arising from and after the Closing Date (as
defined in the Agreement).


(b)                                 Tangible
Personalty.  All of Seller’s right,
title and interest in and to all furniture, machinery, apparatus, equipment and
other tangible personal property owned by Seller, currently used in connection
with the operation of the Real Property and improvements and situated thereon,
including all fixtures and furniture, equipment, and other tangible personal
property listed on Schedule I attached hereto.


(b)                                 Intangible
Personalty.  All of Seller’s right,
title and interest, if any, in and to all of the following items, to the extent
assignable and without warranty (the “Intangible Personal Property”):
(i) all consents, authorizations, variances or waivers, licenses, permits and
approvals from any governmental or quasi-governmental agency, department,
board, commission, bureau or other entity or instrumentality, held by Seller in
connection with the Property (as defined in the Agreement), (ii) the right to
use the name of the Property (if any) in connection with the Property, but
specifically excluding the right to use the name Crescent Heights and any other
trademarks, logos, trade colors, service marks and trade names of Seller and
its affiliates (if any), (iii) if still in effect, guaranties and warranties
received by Seller from any contractor, manufacturer or other person in
connection with the construction or operation of the Property, and (iv) any
information on the Seller’s (or its property manager’s) computer equipment
related to the Property and its operations, and any telephone numbers and
addresses and other similar intangibles, if any, related to the Property and
its operations.


2.                                       Assignment
of Contracts.  For good and valuable
consideration, Seller hereby assigns, transfers, sets over and conveys to
Purchaser, and Purchaser hereby accepts such assignment of  (the “Assigned Property”) all of the
Seller’s right, title and interest in and to the service contracts described in
Exhibit C attached hereto (the “Service Contracts”).  


3.                                       Assumption.  Purchaser hereby assumes the obligations of
Seller under the Leases, Service Contracts, and Submerged Land Leases arising
from and after the Closing Date and shall defend, indemnify and hold harmless
Seller from and against any liability, damages, causes of action, expenses, and
attorneys’ fees incurred by Seller by reason of the failure of Purchaser to
fulfill, perform, discharge, and observe its obligations with respect to the
Leases or the Service Contracts arising on and after the Closing Date.  Seller shall defend, indemnify and hold
harmless Purchaser from and against any liability, damages, causes of action,
expenses, and attorneys’ fees incurred by Purchaser by reason of the failure of
Seller to fulfill, perform, discharge, and observe its obligations with respect
to the Leases or the Service Contracts arising before the Closing Date.


4.                                       Warranty
of Title to Assigned Property. 
Seller warrants and defends title to the Tangible Personalty, the
Intangible Personal Property, and the Assigned Property unto Purchaser, its
successors and assigns, against any person or entity claiming, or to claim, the
same or any part thereof by, through or under Seller, subject only to the
matters to which the Deed is subject, to the extent applicable.



 23
 






 



5.                                       Agreement
Applies.  The covenants, agreements,
representations, warranties, indemnities and limitations provided in the
Agreement with respect to the property conveyed hereunder (including, without
limitation, the limitations of liability provided in the Agreement), are hereby
incorporated herein by this reference as if herein set out in full and shall
inure to the benefit of and shall be binding upon Purchaser and Seller and
their respective successors and assigns.


6.                                       Disclaimer.  As set forth in the Agreement, which
provisions are hereby incorporated by this reference as if herein set out in
full, the Personal Property and Assigned Property are is conveyed by Seller and
accepted by Purchaser AS IS, WHERE IS, AND WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THE
AGREEMENT, IT BEING THE INTENTION OF SELLER AND PURCHASER EXPRESSLY TO NEGATE
AND EXCLUDE ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE,
WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION
OF THE PROPERTY CONVEYED HEREUNDER, AND ALL OTHER REPRESENTATIONS AND
WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE OF
THE STATE OR STATES WHERE THE REAL PROPERTY IS LOCATED.


7.                                       Limitation
of Liability.  Notice is hereby given
that all persons dealing with Seller shall look to the assets of Seller for the
enforcement of any claim against Seller, as none of the members, trustees,
officers, employees or shareholders of Seller assume any personal liability for
obligations entered into by or on behalf of Seller.


8.                                       Further
Assurances.  Seller and Purchaser
each agree to do such further acts and things and to execute and deliver such
additional agreements and instruments as the other may reasonable require to
consummate, evidence or confirm the sale or any other agreement contained
herein in the manner contemplated hereby.


IN WITNESS WHEREOF, the undersigned have caused this
Bill of Sale and Assignment of Leases and Contracts to be executed as of the
date written above.


 


[Signature
Pages Follow]



 24
 






 



 


	
  WITNESSES:

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  1100 WEST REALTY, LLC,

  
	
  Print Name:

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Sharon Christenbury

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


STATE OF FLORIDA


COUNTY OF MIAMI-DADE


The foregoing instrument was acknowledged before me
this     day of July, 2006 by Sharon Christenbury,  as 
Vice President, of  1100 West
Realty, LLC, who is either personally known to me, or has produced                      
as identification.


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  
					



 



 25
 






 



 


	
  WITNESSES:

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  1100 WEST PROPERTIES LLC,

  
	
  Print Name:

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
									



 


STATE OF


COUNTY OF 


The foregoing instrument was acknowledged before me
this     day of July, 2006 by                 ,
as               ,
of 1100 West Properties LLC, a Delaware limited liability company, who is
either personally known to me, or has produced                      
as identification.


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  
					



 


STATE OF


COUNTY OF 


The foregoing instrument was acknowledged before me
this     day of July, 2006 by                 ,
as               ,
of 1100 West Properties LLC, a Delaware limited liability company, who is
either personally known to me, or has produced                      
as identification.


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  
					



 



 26
 






 



EXHIBIT A


LEGAL DESCRIPTION


Lots 7, 8 and the
North 50 feet of Lot 9, Block 80, a subdivision of BLOCK EIGHTY OF THE ALTON
BEACH REALTY COMPANY, A PART OF THE ALTON BEACH BAY FRONT SUBDIVISION,
according to the Plat thereof, recorded in Plat Book 6 at Page 12 of the Public
Records of Miami-Dade County, Florida, also described as:


Commence at the
Northwest corner of West Avenue and 10th Street in Miami Beach, Florida, said corner
also being the intersection of Tangents at the Southeast Corner of said Block
80 and run Northerly along the Easterly Line of said Block 80, along the
Westerly line of West Avenue, a distance of 350.00 feet to the Southerly line
of the North 50.00 feet of said Lot 9 and the Point of Beginning (P.O.B.) of
the tract of land hereinafter described: Thence continue along the Easterly
Line of said Block 80, along the Westerly line of West Avenue, a distance of
299.85 feet to the Northeast Corner of the above referenced Lot 7; Thence
deflecting 90 degrees 00 minutes 00 seconds to the left, run Westerly along the
Northerly Line of said Lot 7, a distance of 337.96 feet to the face of a
concrete bulkhead cap and the face of deck. Thence run Southerly along the face
of deck and cap at a distance of 301.70 feet to the Southerly line of the North
50.00 feet of Lot 9; Thence run Easterly along the Southerly line of the North
50.00 feet of said Lot 9, a distance of 304.67 feet to the Point of Beginning.



 27
 






 



EXHIBIT B


RENT ROLL 



 28
 






 



EXHIBIT C


SERVICE CONTRACTS


1)              Laundry
Lease Agreement dated February 1, 2000, by and between Mac-Gray Services, Inc.
(“Lessee”) and Charles E. Smith Residential Realty (“Lessor”) as assigned by
Lessor to Seller.


2)              KONE
Complete Maintenance Agreement dated January 1, 2005, by and between KONE, Inc.
and Mirador Bayfront Residences. 



 29
 






 



SCHEDULE I


TANGIBLE PERSONAL PROPERTY 



 30
 






 



EXHIBIT
C


PERSONAL PROPERTY



 31
 






 



EXHIBIT
D


LIST OF
LEAD-BASED PAINT TESTS AND REPORTS


Phase I
Environmental Site Assessment Report prepared by Hygienetics Environmental
Services, Inc. for Mirador Apartments, 1000, 1035, 1100, 1125 & 1200, West
Avenue, Miami Beach, Florida 33139 dated April 26, 2004. Hygienetics
Environmental Project No. 3452.004



 32
 






 



EXHIBIT E


Assignment
of Declarant’s Rights 


THIS ASSIGNMENT
is made as of the      day of July, 2006 by MIRADOR 1000, LLC, MIRADOR 1035, LLC, MIRADOR 1125,
LLC, 1100 WEST REALTY, LLC and 1200 WEST REALTY, LLC, all Delaware
limited liability companies (collectively, “Assignor”) to 1100 WEST
PROPERTIES, LLC, a Delaware limited liability company (“Assignee”).


R E C I T A L S


A.                                   WHEREAS,
Assignor is the “Declarant” under that certain Master Declaration of Covenant,
Conditions and Restrictions for Mirador South Beach, dated December 30, 2004
and recorded in Official Records Book 22959, Page 0886, of the Public Records
of Miami-Dade County, Florida (the “Declaration”);


B.                                     WHEREAS,
Assignor desires to assign to Assignee any and all rights, powers, easements,
privileges, authorities and reservations given to, reserved by or otherwise
held by Assignor as the “Declarant” under the Declaration including, without
limitation, all of Assignor’s rights and powers under the Articles of
Incorporation and By-Laws for the Master Association (collectively, the “Declarant’s
Rights”), and Assignee has agreed to accept such assignment of the Declarant’s
Rights.


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor and Assignee agree as follows:


1.                                       The
above recitals are true and correct and are hereby incorporated by reference as
if fully set forth herein.    


2.                                       Assignor
hereby assigns and transfers to Assignee the Declarant’s Rights.


3.                                       Assignor
represents and warrants to Assignee that (i) Assignor is the sole holder and
owner of the Declarant’s Rights, free of all liens, claims and encumbrances,
(ii) Assignor has full right, power and authority to transfer to Assignee the
Declarant’s Rights without the joinder of consent of any third party, and (iii)
Assignor has fully performed all of its obligations of the “Declarant” under
the Declaration and is not currently in default of any of its obligations
thereunder.


4.                                       This
Assignment shall not be deemed to impose any liability upon Assignee for any
liabilities or obligations of Assignor under the Declaration arising or
accruing prior to the date hereof.  


Assignee hereby assumes the obligations of Assignor
under the Declaration arising from and after the date hereof and shall defend,
indemnify and hold harmless Assignor from and against any liability, damages,
causes of action, expenses, and attorneys’ fees incurred by Assignor by reason
of the failure of Assignee to fulfill, perform, discharge and observe the
obligations of the “Declarant” under the Declaration arising on or after the
date hereof.  Assignor shall defend,
indemnify and hold harmless Assignee from and against any liability, damages,
causes of action, expenses and attorneys’ fees incurred by Assignee by reason
of the failure of Assignor to fulfill, perform, discharge and observe its
obligations as the “Declarant” under the Declaration arising prior to the date
hereof.


5.                                       This
Assignment shall inure to the benefit of, and shall be binding on, Assignor and
Assignee, and their respective successors and assigns.


IN WITNESS WHEREOF, Assignor and Assignee have
executed and delivered this Assignment as of the date and year first above
written.



 33
 






 



 


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  MIRADOR 1000,
  LLC, a Delaware limited liability

  
	
  Signed, sealed
  and delivered

  	
  company

  
	
  in the presence
  of:

  	
   

  
	
   

  	
  By:

  	
  MIRADOR Holdings, LLC, a Delaware limited

  liability company, its Sole Member and

  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MIRADOR Holdings II, LLC, a Delaware

  limited liability company, its Sole

  Member and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  



 


 


	
  

  	
  MIRADOR 1035, LLC, a Delaware limited liability

  company

  
	
   

  	
   

  
	
  Signed, sealed
  and delivered

  in the presence of:

  	
  By:

  	
  MIRADOR Holdings, LLC, a Delaware limited

  liability company, its Sole Member and

  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MIRADOR Holdings II, LLC, a Delaware

  limited liability company, its Sole

  Member and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  



 



 34
 






 



 


	
  

  	
  MIRADOR 1125, LLC, a Delaware limited liability

  company

  
	
   

  	
   

  
	
  Signed, sealed and delivered 

  in the presence
  of:

  	
  By:

  	
  MIRADOR Holdings, LLC, a Delaware limited

  liability company, its Sole Member and

  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MIRADOR Holdings II, LLC, a Delaware

  limited liability company, its Sole

  Member and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  



 


 


	
  

  	
  1100 WEST REALTY, LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
  Signed, sealed and delivered 

  in the presence
  of:

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Sharon
  Christenbury

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
										



 



 35
 






 



 


	
  

  	
  1200 WEST REALTY, LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
  Signed, sealed and delivered 

  in the presence
  of:

  	
  By:

  	
  WEST REALTY Holdings, LLC, a Delaware

  limited liability company, its Sole Member and

  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WEST REALTY Holdings II, LLC, a

  Delaware limited liability company, its

  Sole Member and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  



 


 


	
  STATE OF FLORIDA

  	
  )

  
	
   

  	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF
  MIAMI-DADE

  	
  )

  



 


The
foregoing instrument was acknowledged before me this     
day of July, 2006, by Sharon Christenbury, as Vice President of MIRADOR 1000,
LLC, MIRADOR 1035, LLC, MIRADOR 1125,
LLC, 1100 WEST REALTY, LLC and
1200 WEST REALTY, LLC, all Delaware limited liability companies, on
behalf of said companies.  He/she
personally appeared before me, is personally known to me or produced                     
as identification.


 


	
  

  	
  Notary:

  	
   

  
	
  [NOTARIAL SEAL]

  	
  Print Name:

  	
   

  
	
   

  	
  Notary Public,
  State of Florida

  
	
   

  	
  My commission
  expires: 

  	
   

  
					



 



 36
 






 



 


	
  

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  1100 WEST
  PROPERTIES, LLC, a Delaware limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


	
  STATE OF 

  	
  )

  
	
   

  	
  )

  	
  SS:

  	
   

  
	
  COUNTY OF 

  	
  )

  



 


The
foregoing instrument was acknowledged before me this     
day of July, 2006, by            ,
as               
of 1100 WEST PROPERTIES, LLC, a Delaware limited liability company, on behalf
of said company.  He/she personally
appeared before me, is personally known to me or produced                     
as identification.


	
  

  	
  Notary:

  	
   

  
	
  [NOTARIAL SEAL]

  	
  Print Name:

  	
   

  
	
   

  	
  Notary Public,
  State of

  	
   

  
	
   

  	
  My commission
  expires:

  	
   

  
						



 


 


	
  STATE OF 

  	
  )

  
	
   

  	
  )

  	
  SS:

  	
   

  
	
  COUNTY OF 

  	
  )

  



 


The
foregoing instrument was acknowledged before me this     
day of July, 2006, by            ,
as               
of 1100 WEST PROPERTIES, LLC, a Delaware limited liability company, on behalf
of said company.  He/she personally
appeared before me, is personally known to me or produced                     
as identification.


	
  

  	
  Notary:

  	
   

  
	
  [NOTARIAL SEAL]

  	
  Print Name:

  	
   

  
	
   

  	
  Notary Public,
  State of 

  	
   

  
	
   

  	
  My commission
  expires:

  	
   

  
						



 



 37
 






 



EXHIBIT F


 


RENT ROLL



 38
 






 



EXHIBIT G


SERVICE
CONTRACTS


3)              Laundry
Lease Agreement dated February 1, 2000, by and between Mac-Gray Services, Inc.
(“Lessee”) and Charles E. Smith Residential Realty (“Lessor”) as assigned by
Lessor to Seller.


4)              KONE
Complete Maintenance Agreement dated January 1, 2005, by and between KONE, Inc.
and Mirador Bayfront Residences.



 39














 


EXHIBIT H


This instrument prepared
by:


	
  Name:

  	
   

  	
  Frances Schreiber

  
	
  Address:

  	
   

  	
  Crescent Heights of America, Inc.

  
	
   

  	
   

  	
  2930 Biscayne Boulevard

  
	
   

  	
   

  	
  Miami, FL 33130

  



 


(Space
Reserved for Clerk of Court)


ASSIGNMENT AND ASSUMPTION OF SOVEREIGNTY SUBMERGED
LANDS LEASE


THIS ASSIGNMENT AND ASSUMPTION OF SOVEREIGNTY
SUMBERGED LANDS LEASE (this “Assignment”) is made as of the    
day of July, 2006 (the “Effective Date”) between 1200 WEST REALTY LLC, a
Delaware limited liability company (“Assignor”), whose mailing address
is c/o 2930 Biscayne Boulevard, Miami, Florida 33130, and 1100 WEST PROPERTIES
LLC, a Delaware limited liability company (“Assignee”), whose mailing
address is                                                                   .  Wherever used herein, the terms “Assignor”
and “Assignee” shall include all of the parties to this instrument and their
successors and assigns.


W  I  T  N  E
S  S  E  T  H:


WHEREAS, Assignor is the lessee of the property
described on Exhibit A, attached hereto, under that certain Sovereignty
Submerged Lands Lease Renewal between the Board of Trustees of the Internal
Improvement Trust Fund of the State of Florida, as Lessor, and 1200 West
Realty, LLC, a Delaware limited liability company, as Lessee, filed January 12,
2006, in Official Records Book 24141, at Page 1866, of the Public Records of
Miami-Dade County, Florida, being Lease No. 13000120T (the “Lease”);


WHEREAS, Assignor desires to assign its interest in,
to and under the Lease to Assignee and Assignee desires to acquire Assignor’s
interest in, to and under the Lease.


NOW THEREFORE, in consideration of the mutual
promises, covenants, provisions and conditions set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:


1.                                       Assignor
does hereby assign, grant, sell, convey, transfer, set over and deliver unto
Assignee, and Assignee does hereby accept, all right, title and interest of
Assignor in, to and under the Lease.


2.                                       Assignee
hereby assumes the obligations of Assignor under the Lease arising from and
after the Effective Date hereof and shall defend, indemnify and hold harmless
Assignor from and against any liability, damages, causes of action, expenses,
and attorneys’ fees incurred by Assignor by reason of the failure of Assignee
to fulfill, perform, discharge, and observe its obligations with respect to the
Lease arising on and after the Effective Date. 
Assignor shall defend, indemnify and hold harmless Assignee from and
against any liability, damages, causes of action, expenses, and attorneys’ fees
incurred by Assignee by reason of the failure of Assignor to fulfill, perform,
discharge, and observe its obligations with respect to the Lease arising before
the Effective Date.


3.                                       Assignee
hereby acknowledges and agrees that the effectiveness of this assignment is
subject to the consent of the state which may not be sought or obtained until
the conveyance of that certain real property known as CU-10 (as more
particularly described on Schedule I attached hereto) from Assignor to
Assignee.



 40
 






 



4.                                       Any
notice to be given to the lessee under the Lease shall, from and after the date
hereof, be delivered to the addresses designated below:


Assignee:                                                                                          1100
West Properties, LLC


 


 


 


5.                                       Notice
is hereby given that all persons dealing with Assignor shall look to the assets
of Assignor for the enforcement of any claim against Assignor, as none of the
members, trustees, officers, employees or shareholders of Assignor assume any
personal liability for obligations entered into by or on behalf of Assignor.


6.                                       This
Assignment may be executed in a number of identical counterparts.  If so executed, each of such counterparts is
to be deemed an original for all purposes, and all such counterparts shall
collectively constitute one agreement. 
In addition, this Assignment may contain more than one counterpart of
the signature page, and this Assignment may be executed by the affixing of the
signature of either party to any of such counterpart signature pages; all of
such counterpart signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single
signature page.  The parties hereto may
execute and deliver this Assignment by forwarding facsimile, telefax or other
means of copies of this Assignment showing execution by the parties sending the
same, and the parties agree and intend that such signature shall have the same
effect as an original signature, that the parties shall be bound by such means
of execution and delivery, and that the parties hereby waive any defense to
validity based on any such copies or signatures.


7.                                       Assignor
and Assignee each hereby represents and warrants that the person or persons
executing this Assignment on their respective behalf are duly authorized by all
appropriate action to execute and deliver this Assignment.


8.                                       Further
Assurances.  Assignor and Assignee each
agree to do such further acts and things and to execute and deliver such
additional agreements and instruments as the other may reasonable require to
consummate, evidence or confirm the sale or any other agreement contained
herein in the manner contemplated hereby.


 


[Signature page follows]



 41
 






 



IN
WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the day and year first above written.


 


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
  Witnessed:

  	
  1200 WEST REALTY, LLC, 

  
	
   

  	
  a Delaware limited liability company 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  1200 West Realty Holdings, LLC,

  a Delaware limited liability company,

  Its Sole Member and Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Name: Sharon Christenbury 

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  



 


 


	
  STATE OF FLORIDA

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
   

  	
   

  	
   

  
	
  COUNTY OF MIAMI-DADE

  	
  )

  	
   

  



 


The
foregoing instrument was acknowledged before me this        day of July, 2006, by Sharon Christenbury, as
Vice President, of 1200 West Realty Holdings LLC, a Delaware limited liability
company, sole member of 1200 West Realty LLC, a Delaware limited liability
company, on behalf of said limited liability company.  He/she is personally known to me / or has
produced                                    
as identification.


 


	
  NOTARY SEAL

  	
  Notary:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Notary Public; State of Florida

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My commission expires:

  
					



 



 42
 






 



 


	
  

  	
  ASSIGNEE: 

  
	
   

  	
   

  
	
  Witnessed:

  	
  1100 WEST PROPERTIES, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  
							



 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


The
foregoing instrument was acknowledged before me this
      day of July, 2006 by                                          ,
as                                                     ,
of 1100 West Properties, LLC, a Delaware limited liability company, on behalf
of each said limited liability company. 
He/she is personally known to me / or has produced
                               
as identification.


 


 


	
  NOTARY SEAL

  	
  Notary:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public; State of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  My commission expires:

  
					



 



 43
 






 



 


	
  STATE OF 

  
	
   

  
	
  COUNTY OF 

  



 


The
foregoing instrument was acknowledged before me this      
day of July, 2006 by                                                     ,
as                                                   ,
of 1100 West Properties, LLC, a Delaware limited liability company, on behalf
of each said limited liability company. 
He/she is personally known to me / or has produced                                        
as identification.


 


 


	
  NOTARY SEAL

  	
  Notary:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public; State of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  My commission expires:

  
						



 



 44
 






 



EXHIBIT A

LEGAL DESCRIPTION


A parcel of
Sovereign submerged land in Section 04, Township 54 South, Range 42 East, in
Biscayne Bay, Miami-Dade County, Florida more particularly described as
follows:


Commence (P.O.C.) at the
Southeasterly corner of Lot 6, Block 80, of BLOCK EIGHTY OF THE ALTON BEACH
REALTY COMPANY, A PART OF THE ALTON BEACH BAY FRONT SUBDIVISION, a subdivision
recorded in Plat Book 6, at Page 12, of the Public Records of Miami-Dade
County, Florida and run North, 87° 39’ 30” West along the Southerly line of
said Lot 6, a distance of 336.42 feet to the water face of a concrete
bulkhead; Thence run North 10° 53’ 83” West along the water face of said
bulkhead, a distance of 78.00 feet to the Point of Beginning (P.O.B.) of the
Marina Lease Area; Thence run South 79° 01’ 07” West into Biscayne Bay, a  distance of 130.00 feet; Thence run North 10°
58’ 63” West, a distance 95.00 feet; Thence run North 79° 01’ 07” East, a
distance of 130.00 feet to the water face of aforesaid bulkhead; Thence run
South, 10° 58’ 63” West, along the water face of said bulkhead, a distance of
95.00 feet to the Point of Beginning (P.O.B.). 
Marina Lease Area contains 12,350 sq. ft, more or less or 0.284 acres,
more or less.


]



 45
 






 



SCHEDULE I


Condominium
Unit CU-10 Mirador 1200, a Condominium, together with an undivided interest in
the common elements, according to the Declaration of Condominium thereof, as
recorded in Official Records Book 23543, Page 3930, of the Public Records of
Miami-Dade County, Florida.



 46
 






 



EXHIBIT
H1


This
instrument prepared by:


	
  Name:

  	
  Frances Schreiber

  
	
  Address:

  	
  Crescent Heights of America, Inc.

  
	
   

  	
  2930 Biscayne Boulevard

  
	
   

  	
  Miami, FL 33130

  



 


(Space
Reserved for Clerk of Court)


ASSIGNMENT AND ASSUMPTION OF SOVEREIGNTY SUBMERGED
LANDS LEASE


THIS ASSIGNMENT AND ASSUMPTION OF SOVEREIGNTY
SUMBERGED LANDS LEASE (this “Assignment”) is made as of the    
day of July, 2006 (the “Effective Date”) between MIRADOR 1000, LLC, a
Delaware limited liability company (“Assignor”), whose mailing address
is c/o 2930 Biscayne Boulevard, Miami, Florida 33130, and 1100 WEST PROPERTIES
LLC, a Delaware limited liability company (“Assignee”), whose mailing
address is                                                    .  Wherever used herein, the terms “Assignor”
and “Assignee” shall include all of the parties to this instrument and their
successors and assigns.


W  I  T  N  E
S  S  E  T  H:


WHEREAS, Assignor is the lessee of the property
described on Exhibit A, attached hereto, under that certain Sovereignty
Submerged Lands Lease Renewal and Modification to Reflect Change in Ownership
between the Board of Trustees of the Internal Improvement Trust Fund of the
State of Florida, as Lessor, and Mirador 1000, LLC, a Delaware limited
liability company, as Lessee, filed December 16, 2004, in Official Records Book
22913, at Page 825, of the Public Records of Miami-Dade County, Florida, being
Lease No. 130004276 (the “Lease”);


WHEREAS, Assignor desires to assign its interest in,
to and under the Lease to Assignee and Assignee desires to acquire Assignor’s
interest in, to and under the Lease.


NOW THEREFORE, in consideration of the mutual
promises, covenants, provisions and conditions set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:


1.                                       Assignor
does hereby assign, grant, sell, convey, transfer, set over and deliver unto
Assignee, and Assignee does hereby accept, all right, title and interest of
Assignor in, to and under the Lease.


2.                                       Assignee
hereby assumes the obligations of Assignor under the Lease arising from and
after the Effective Date hereof and shall defend, indemnify and hold harmless
Assignor from and against any liability, damages, causes of action, expenses,
and attorneys’ fees incurred by Assignor by reason of the failure of Assignee
to fulfill, perform, discharge, and observe its obligations with respect to the
Lease arising on and after the Effective Date. 
Assignor shall defend, indemnify and hold harmless Assignee from and
against any liability, damages, causes of action, expenses, and attorneys’ fees
incurred by Assignee by reason of the failure of Assignor to fulfill, perform,
discharge, and observe its obligations with respect to the Lease arising before
the Effective Date.



 47
 






 



3.                                       Assignee
hereby acknowledges and agrees that the effectiveness of this assignment is
subject to the consent of the state which may not be sought or obtained until
the conveyance of that certain real property known as CU-12 (as more
particularly described on Schedule I attached hereto) from Assignor to
Assignee.


4.                                       Any
notice to be given to the lessee under the Lease shall, from and after the date
hereof, be delivered to the addresses designated below:


Assignee:                                                                                          1100
West Properties, LLC


 


 


 


5.                                       Notice
is hereby given that all persons dealing with Assignor shall look to the assets
of Assignor for the enforcement of any claim against Assignor, as none of the
members, trustees, officers, employees or shareholders of Assignor assume any
personal liability for obligations entered into by or on behalf of Assignor.


6.                                                   This
Assignment may be executed in a number of identical counterparts.  If so executed, each of such counterparts is
to be deemed an original for all purposes, and all such counterparts shall
collectively constitute one agreement. 
In addition, this Assignment may contain more than one counterpart of
the signature page, and this Assignment may be executed by the affixing of the
signature of either party to any of such counterpart signature pages; all of
such counterpart signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single
signature page.  The parties hereto may
execute and deliver this Assignment by forwarding facsimile, telefax or other
means of copies of this Assignment showing execution by the parties sending the
same, and the parties agree and intend that such signature shall have the same
effect as an original signature, that the parties shall be bound by such means
of execution and delivery, and that the parties hereby waive any defense to
validity based on any such copies or signatures.


7.                                                   Assignor
and Assignee each hereby represents and warrants that the person or persons
executing this Assignment on their respective behalf are duly authorized by all
appropriate action to execute and deliver this Assignment.


8.                                       Further
Assurances.  Assignor and Assignee each
agree to do such further acts and things and to execute and deliver such
additional agreements and instruments as the other may reasonable require to
consummate, evidence or confirm the sale or any other agreement contained
herein in the manner contemplated hereby.


 


[Signature page follows]



 48
 






 



IN WITNESS
WHEREOF, Assignor and Assignee have executed and delivered this Assignment as
of the day and year first above written.


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
  Witnessed:

  	
  MIRADOR 1000, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mirador Holdings, LLC,

  a Delaware limited liability company,

  Its Sole Member and Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Name: Sharon Christenbury 

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  



 


 


	
  STATE OF FLORIDA

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
   

  	
   

  	
   

  
	
  COUNTY OF MIAMI-DADE

  	
  )

  	
   

  



 


The
foregoing instrument was acknowledged before me this        day of July, 2006, by Sharon Christenbury, as
Vice President, of Mirador Holdings, LLC, a Delaware limited liability company,
sole member of Mirador 1000, LLC, a Delaware limited liability company, on
behalf of said limited liability company. 
He/she is personally known to me / or has produced                           
as identification.


 


 


	
  NOTARY SEAL

  	
  Notary:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public; State of Florida  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My commission expires:

  
					



 



 49
 






 



 


	
  

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
  Witnessed:

  	
  1100 WEST PROPERTIES, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  
							



 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


The
foregoing instrument was acknowledged before me this
      day of July, 2006 by                                                ,
as                                                ,
of 1100 West Properties, LLC, a Delaware limited liability company, on behalf
of each said limited liability company. 
He/she is personally known to me / or has produced
                          
as identification.


 


 


	
  NOTARY SEAL

  	
  Notary:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public; State of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  My commission expires:

  
					



 



 50
 






 



 


	
  STATE OF 

  
	
   

  
	
  COUNTY OF 

  



 


The
foregoing instrument was acknowledged before me this      
day of July, 2006 by                                               ,
as                                                    ,
of 1100 West Properties, LLC, a Delaware limited liability company, on behalf of
each said limited liability company. 
He/she is personally known to me / or has produced                               
as identification..


 


 


	
  NOTARY SEAL

  	
  Notary:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public; State of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  My commission expires:

  
						



 



 51














 


EXHIBIT A

LEGAL DESCRIPTION


A parcel of
Sovereign submerged land in Section 04, Township 54 South, Range 42 East, in
Biscayne Bay, Miami-Dade County, Florida more particularly described as
follows:


Commence (P.O.C.) at the intersection of Tangents at
the Northwest corner of 10th Street and West Avenue, as said Street and Avenue
are shown on Block 80 of a subdivision of BLOCK EIGHTY OF THE ALTON BEACH
REALTY COMPANY’S BAY FRONT SUBDIVISION recorded in Plat Book 6, at Page 12, of
the Public Records of Miami-Dade County, Florida and run South 87° 39’ 30” West
along the Northerly line of said 10th Street, along the Southerly line of Lot
10 of Block 80, a distance of 289.60 feet to the Water Face of a Concrete
Bulkhead on the Easterly shore of Biscayne Bay; thence run North 4° 34’ 13”
West along the Water Face of said Bulkhead, a distance of 110.00 feet to the
Point of Beginning (P.O.B.) of the following described Marina Lease Area:
 Thence run South 85° 25’ 47” West into Biscayne Bay, a distance of 130
feet; thence run North 4° 34’ 13” West a distance of 87.00 feet; thence run
North 85° 25’ 47” East, a distance of 130.00 feet to the Water Face of the
aforedescribed Bulkhead; thence run South 4° 34’ 13” East along the Water Face
of said Bulkhead, a distance of 87.00 feet to the Point of Beginning (P.O.B.).



 52
 






 



SCHEDULE
I


Condominium
Unit CU-12, Mirador 1000, a Condominium, together with an undivided interest in
the common elements, according to the Declaration of Condominium thereof, as
recorded in Official Records Book 22959, Page 1727, of the Public Records of
Miami-Dade County, Florida.



 53
 






 



EXHIBIT I


 


GT Escrow
Agreement



 54
 






 



EXHIBIT J


Estoppel
Certificate



 55
 






 



EXHIBIT K


Letter to
Gladys Brownstein



 56
 






 



EXHIBIT
K-1


Letter to
Honey Waldman



 57
 






 



EXHIBIT L


1200
Estoppel Letter



 58
 






 



EXHIBIT M


1000
Estoppel Letter



 59
 






 



EXHIBIT N


This
instrument prepared by:


	
  Name:

  	
  Frances P. Schreiber

  
	
   

  	
  2930 Biscayne
  Boulevard

  
	
   

  	
  Miami, FL 33137

  



 


(Space
Reserved for Clerk of Court)


Ground
Lease Termination Agreement


This Ground Lease Termination Agreement is dated as of July    ,
2006 and is entered into by and among Honey Waldman f/k/a Honey Becker, Gladys
Brownstein, and 1100 West Realty, LLC, a Delaware limited liability company
(collectively the “Lessors”) and 1100 West
Realty, LLC, a Delaware limited liability company (“Lessee”).


WHEREAS, Lessors are the owners
of the property described on Exhibit A attached hereto (the “Property”)
which is leased to Lessee under that certain Ninety-Nine Year Lease dated
August 25, 1962 by and among Gladys Brownstein and Milton Brownstein, her
husband, Howard Waldman and Selma Waldman, his wife and Honey Becker and
Bernard Becker, her husband, as lessors, and Michael Forte as lessee
(predecessor in interest to Lessee), recorded in Official Records Book 3371,
Page 189, as assigned and amended pursuant to the following instruments: (a)
Assignment recorded in Official Records Book 3840, Page 97; (b) Amendment of
Ninety-Nine Year Lease dated March 28, 1972 recorded in Official Records
Book 7685, Page 320; and (c) Second Amendment of Ninety-Nine Year Lease dated
March 30, 1987 recorded in Official Records Book  13230, Page 2389 as re-recorded in Official
Records Book 13330, Page 365 (d) Assignment and Assumption of Lessor’s interest
in Ground Lease recorded in Official Records Book 19527, Page 2729; (e)
Assignment and Assumption of Ground Lease recorded in Official Records Book
22637, Page 1023; and (f) Assignment and Assumption of Ground Lease recorded in
Officials Records Book 23827, Page 3985, all of the Public Records of
Miami-Dade County, Florida (collectively, the “Lease”).


WHEREAS, Lessors are the current
holders of the right, title and interest of the lessor under the Lease.


WHEREAS, Lessee is the holder of
the right, title , and interest of the lessee under the Lease.


WHEREAS, the parties hereto
mutually agree to terminate the Lease, effective immediately and in advance of
the scheduled expiration date; and


WHEREAS, the parties hereto are
desirous of confirming the aforementioned early termination of record;


NOW THEREFORE, WITNESSETH, that
the parties hereto agree as follows:


The
parties hereby confirm that the Lease has been terminated and should be REMOVED
and RELEASED and otherwise DISCHARGED and CANCELED of record, and that the
Lease is null, void and of no further force and effect.


Execution in Counterparts:  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of
such counterparts shall constitute one Agreement.  To facilitate



 60
 






 



execution of this
Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.


IN
WITNESS WHEREOF the parties here to have set their hands and
seals as of the day and year first above written


 


 


	
  WITNESSES:

  	
  LESSORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HONEY WALDMAN
  f/k/a Honey Becker

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  



 


 


STATE OF NEW YORK


COUNTY OF NEW YORK


The foregoing instrument was acknowledged before me
this     day of July, 2006 by Honey Waldman, f/k/a Honey Becker,  who is either personally known to me, or has
produced                      
as identification.


 


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  



 



 61
 






 



 


	
  WITNESSES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLADYS
  BROWNSTEIN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  



 


STATE OF NEW YORK


COUNTY OF NEW YORK


The foregoing instrument was acknowledged before me
this     day of July, 2006 by Gladys Brownstein, who is either
personally known to me, or has produced                      
as identification.


 


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  



 



 62
 






 



 


	
  WITNESSES:

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  1100 WEST REALTY, LLC,

  	
   

  
	
   

  	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sharon Christenbury

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
								



 


 


STATE OF FLORIDA


COUNTY OF MIAMI-DADE


The foregoing instrument was acknowledged before me
this     day of July, 2006 by Sharon Christenbury,  as the Vice President, of 1100 West Realty,
LLC, who is either personally known to me, or has produced                      
as identification.


 


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  



 



 63
 






 



 


	
  WITNESSES:

  	
  LESSEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  1100 WEST REALTY, LLC,

  	
   

  
	
   

  	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sharon Christenbury

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
									



 


 


STATE OF FLORIDA


COUNTY OF MIAMI-DADE


The foregoing instrument was acknowledged before me
this     day of July, 2006 by Sharon Christenbury,  as the Vice President, of 1100 West Realty,
LLC, who is either personally known to me, or has produced                      
as identification.


 


	
  My Commission Expires:

  	
  Notary Public:

  
	
   

  	
  Sign:

  	
   

  	
   

  
	
   

  	
  Print:

  	
   

  	
   

  



 



 64
 






 



Exhibit A


Lots 7 and 8 and the North 50 feet of Lot 9, Block 80,
a subdivision of BLOCK EIGHTY OF THE ALTON BEACH REALTY COMPANY,  A PART
OF THE ALTON BEACH BAY FRONT SUBDIVISION, according to the Plat thereof
recorded in Plat Book 6, at Page 12, of the Public Records of Miami-Dade
County, Florida; also described as:


Commence at the Northwest corner of West Avenue and
10th Street in Miami Beach, Florida, said corner also being the intersection of
Tangents at the Southeast Corner of Block 80, and run Northerly along the
Easterly line of said Block 80, along the Westerly line of West Avenue, a
distance of 350.00 feet to the Southerly line of the North 50.00 feet of said
Lot 9 and the Point of Beginning (P.O.B.) of the tract of land hereinafter
described:  Thence continue along the Easterly Line of said Block 80,
along the Westerly line of West Avenue, a distance of 299.85 feet to the
Northeast Corner of the above referenced Lot 7; thence deflecting 90° 00’ 00”
to the left, run Westerly along the Northerly Line of said Lot 7, a distance of
337.96 feet to the face of a concrete bulkhead cap and the face of deck; thence
run Southerly along the face of deck and cap a distance of 301.70 feet to the
Southerly line of the North 50.00 feet of Lot 9; thence run Easterly along the
Southerly line of the North 50.00 feet of said Lot 9, a distance of 304.67 feet
to the Point of Beginning.



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