exhibit10_1.htm


    
      

    


    PURCHASE
      AND SALE AGREEMENT

    


    


    


    ESCARPMENT
      VILLAGE SHOPPING CENTER

    Austin,
      Texas

    


    


    


    


    BETWEEN

    


    ESCARPMENT
      VILLAGE, L.P.

    AS
      SELLER

    


    AND

    


    CHRISTOPHER
      INVESTMENT COMPANY, INC.

    AS
      PURCHASER

    


    


    


    July
      9, 2007

    


    


    



    
      
               

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


     

    
      
        	
                1.  THE
                  PROPERTY

              	
                1

              
	
                1.1

              	
                Description

              	
                1

              
	
                1.2

              	
                Agreement
                  to Convey

              	
                3

              
	 	 
	
                2.  PRICE
                  AND PAYMENT

              	
                3

              
	
                2.1

              	
                Purchase
                  Price

              	
                3

              
	
                2.2

              	
                Payment

              	
                4

              
	
                2.3

              	
                Closing

              	
                5

              
	 	 
	
                3.  CONDITIONS
                  PRECEDENT

              	
                6

              
	
                3.1

              	
                Inspections

              	
                6

              
	
                3.2

              	
                Title
                  and Survey

              	
                9

              
	
                3.3

              	
                Contracts

              	
                10

              
	
                3.4

              	
                [INTENTIONALLY
                  DELETED]

              	
                11

              
	
                3.5

              	
                Assumption
                  of Mortgage

              	
                11

              
	
                3.6

              	
                Representations
                  and Warranties

              	
                12

              
	
                3.7

              	
                Permitted
                  Encumbrances

              	
                12

              
	
                3.8

              	
                Purchaser’s
                  Right to Terminate

              	
                13

              
	
                3.9

              	
                Tenant
                  Estoppels

              	
                14

              
	
                3.10

              	
                Delivery
                  of Title Policy

              	
                15

              
	 	 
	
                4.  SELLER’S
                  COVENANTS FOR PERIOD PRIOR TO CLOSING

              	
                16

              
	
                4.1

              	
                Insurance

              	
                16

              
	
                4.2

              	
                Operation

              	
                16

              
	
                4.3

              	
                New
                  Contracts

              	
                16

              
	
                4.4

              	
                New
                  Leases

              	
                16

              
	 	 
	
                5.  REPRESENTATIONS,
                  WARRANTIES AND DISCLOSURES

              	
                17

              
	
                5.1

              	
                By
                  Seller

              	
                17

              
	
                5.2

              	
                By
                  Purchaser

              	
                19

              
	
                5.3

              	
                Broker
                  Fees

              	
                20

              


      

      



      
        
                

          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      


      
        	
                5.4

              	
                Disclosure
                  Regarding Development Agreement

              	
                20

              
	
                5.5

              	
                Notice
                  Regarding Possible Liability for Additional Taxes

              	
                21

              
	
                5.6

              	
                Notice
                  Regarding Title and Legal Counsel

              	
                21

              
	 	 
	
                6.  COSTS
                  AND PRORATIONS

              	
                21

              
	
                6.1

              	
                Purchaser’s
                  Costs

              	
                21

              
	
                6.2

              	
                Seller’s
                  Costs

              	
                22

              
	
                6.3

              	
                Prorations

              	
                22

              
	
                6.4

              	
                In
                  General

              	
                24

              
	
                6.5

              	
                Purpose
                  and Intent

              	
                24

              
	 	 
	
                7.  DAMAGE,
                  DESTRUCTION OR CONDEMNATION

              	
                24

              
	
                7.1

              	
                Material
                  Event

              	
                24

              
	
                7.2

              	
                Immaterial
                  Event

              	
                25

              
	
                7.3

              	
                Termination
                  and Return of Deposit

              	
                25

              
	 	 
	
                8.  NOTICES

              	
                25

              
	 	 
	
                9.  CLOSING
                  AND ESCROW

              	
                27

              
	
                9.1

              	
                Escrow
                  Instructions

              	
                27

              
	
                9.2

              	
                Seller’s
                  Deliveries

              	
                27

              
	
                9.3

              	
                Purchaser’s
                  Deliveries

              	
                28

              
	
                9.4

              	
                Possession

              	
                29

              
	
                9.5

              	
                Insurance

              	
                29

              
	
                9.6

              	
                Notice
                  Letters

              	
                29

              
	
                9.7

              	
                Closing
                  Documents

              	
                29

              
	 	 
	
                10.  DEFAULT;
                  FAILURE OF CONDITION

              	
                29

              
	
                10.1

              	
                Purchaser
                  Default

              	
                29

              
	
                10.2

              	
                Seller
                  Default

              	
                30

              
	
                10.3

              	
                Failure
                  of Condition

              	
                30

              
	
                10.4

              	
                Breach

              	
                30

              


      

       

      
        	
                11.  MISCELLANEOUS

              	
                31

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                11.1

              	
                Entire
                  Agreement

              	
                31

              
	
                11.2

              	
                Severability

              	
                31

              
	
                11.3

              	
                Applicable
                  Law

              	
                31

              
	
                11.4

              	
                Assignability

              	
                31

              
	
                11.5

              	
                Successors
                  Bound

              	
                32

              
	
                11.6

              	
                No
                  Public Disclosure

              	
                32

              
	
                11.7

              	
                Captions

              	
                32

              
	
                11.8

              	
                Attorneys’
                  Fees

              	
                32

              
	
                11.9

              	
                No
                  Partnerships

              	
                32

              
	
                11.10

              	
                Time
                  of Essence

              	
                32

              
	
                11.11

              	
                Counterparts

              	
                32

              
	
                11.12

              	
                Recordation

              	
                32

              
	
                11.13

              	
                Proper
                  Execution

              	
                32

              
	
                11.14

              	
                Tax
                  Protest

              	
                33

              
	
                11.15

              	
                Survival
                  and Limitation of Representations and Warranties

              	
                33

              
	
                11.16

              	
                Time
                  to Execute and Deliver

              	
                33

              
	
                11.17

              	
                Calculation
                  of Time Periods

              	
                33

              
	
                11.18

              	
                Section
                  1031 Exchange

              	
                34

              
	
                11.19

              	
                Limitation
                  of Liability

              	
                34

              
	
                11.20

              	
                Effective
                  Date

              	
                35

              


      

      


       


      
        
                

                

          

          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

TERM
      SHEET

    


    


    
      	
              PURCHASER:

            	
              CHRISTOPHER
                INVESTMENT COMPANY, INC., on behalf of an entity to be
                formed

            


    

    


    NOTICE
      ADDRESS:                                            351
      North Squirrel Road, #1

    Auburn
      Hills,
      Michigan  48326

    Attention:           Fred
      But

    Phone:                 (248)
      852-5288

    Fax:                      (248)
      852-6531

    


    With
      a
      copy
      to:                                                     Daniel
      P. Myrick, Esq.

    351
      North Squirrel Road,
      #1

    Auburn
      Hills, Michigan
      48326

    Phone:                 (248)
      852-5288

    Fax:                      (248)
      852-6531

    


    With
      a
      copy
      to:                                                    David
      Howard, Esq.

    16000
      North Dallas
      Parkway

    Suite
      225

    Dallas,
      Texas 75248

    Phone:                 (214)
      239-3684

    Fax:                      (214)
      242-2130

    


    
      	
              SELLER:

            	
              ESCARPMENT
                VILLAGE, L.P.

            


    

    


    NOTICE
      ADDRESS:                                            Stratus
      Properties, Inc.

    98
      San Jacinto

    Suite
      220

    Austin,
      Texas  78701

    Attention:  William
      H.
      Armstrong, III

    Phone:                 (512)
      478-5788

    Fax:                      (512)
      478-6356

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    With
      a
      copy
      to:                                                     Armbrust
& Brown, L.L.P.

    100
      Congress Ave., Suite
      1300

    Austin,
      Texas  78701

    Attention:  Ken
      Jones,Esq.

    Phone:                 (512)
      435-2300

    Fax:                      (512)
      435-2360

    


    


    


    PROPERTY:                                                      Escarpment
      Village Shopping Center

    City
      of Austin, Texas

    


    


    PURCHASE
      PRICE:                                         $46,649,153.00

    


    APPROVAL
      DATE:                                         ____________,
      2007

    


    CLOSING
      DATE:                                              ___________________________

    



    
      
              

        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    Escarpment
      Village

    


    PURCHASE
      AND SALE AGREEMENT

     

    THIS
      PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of the Effective Date
      (hereinafter defined), is made by and between ESCARPMENT VILLAGE, L.P., a Texas
      limited partnership ("Seller"), and CHRISTOPHER INVESTMENT COMPANY, INC., a
      Michigan corporation, on behalf of an entity to be formed
      ("Purchaser").

     

    R
      E C I T A L S:

     

    Seller
      desires to sell certain improved real property commonly known as the Escarpment
      Village Shopping Center located in the City of Austin, Travis County, Texas,
      along with certain related personal and intangible property, and Purchaser
      desires to purchase such real, personal and intangible property.

     

    NOW,
      THEREFORE, in consideration of the foregoing, of the covenants, promises and
      undertakings set forth herein, and for good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
      agree as follows:

     

    
      	
              1.  

            	
              THE
                PROPERTY.

            


    

     

    1.1  Description.  Subject
      to the terms and conditions of this Agreement, and for the consideration herein
      set forth, Seller agrees to sell and transfer, and Purchaser agrees to purchase
      and acquire the following (collectively, the "Property"):

     

    1.1.1  Certain
      land located in the City of Austin, Travis County, Texas owned by Seller and
      more specifically described in Exhibit 1.1.1 attached hereto which
      shall be considered the “Land” hereinafter.

     

    1.1.2  All
      of
      Seller’s rights, title and interest in and to the buildings, structures, parking
      areas, other improvements and fixtures now situated on the Land (the
      "Improvements");

     

    1.1.3  All
      furniture, personal property, furnishings, machinery, apparatus, appliances
      and
      equipment owned by Seller and currently used in the operation, repair and
      maintenance of the Land and Improvements and situated thereon (collectively,
      the
      "Personal Property"), and generally described on Exhibit 1.1.3
      attached hereto.  The 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Personal
      Property to be conveyed is subject to depletions, replacements and additions
      in
      the ordinary course of Seller’s business and shall be updated at the time of
      Closing;

     

    1.1.4  All
      of
      Seller’s right, title, and interest in and to all easements, hereditaments, and
      appurtenances belonging to or inuring to the benefit of Seller and pertaining
      to
      the Land, if any;

     

    1.1.5  All
      of
      Seller’s right, title, and interest in and to any street or road abutting the
      Land to the center lines thereof;

     

    1.1.6  All
      of
      Seller’s right, title, and interest in and to all tenant leases or occupancy
      agreements in effect on the date of this Agreement that affect all or any
      portion of the Land (together with all amendments and modifications thereto,
      the
      "Leases"), which Leases are identified on the Schedule of Leases (herein so
      called) attached hereto as Exhibit 1.1.6, and such exhibit will be
      updated with any New Leases or Lease Modifications (as defined in Section 4.4)
      entered into pursuant to Section 4.4, which as of the Closing (as
      hereinafter defined) affect all or any portion of the Land or Improvements,
      and
      any security deposits actually held by Seller with respect to any such
      Leases;

     

    1.1.7  Subject
      to Section 3.3, all of Seller’s right, title, and interest in and to all
      the contracts and agreements relating to the operation or maintenance of the
      Land, Improvements or Personal Property that are listed on Exhibit 3.3
      (the "Contracts"), the terms of which extend beyond midnight of the day
      preceding the Closing Date (as hereinafter defined);

     

    1.1.8  All
      of
      Seller’s right, title, and interest in and to the name "Escarpment
      Village";

     

    1.1.9  All
      of
      Seller’s right, title, and interest in and to all licenses, franchises, and
      permits issued to Seller and relating to the ownership and operation of the
      Property (the "Permits");

     

    1.1.10  All
      of
      Seller’s right, title, and interest in and to all presently effective warranties
      and guaranties (the "Warranties") in favor of Seller relating to the
      construction and operation of the Improvements or Personal
      Property;

     

    1.1.11  All
      of
      Seller’s right, title, and interest in and to all building plans and


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    specifications
      and site plans pertaining to the Property which are in Seller’s possession;
      and

     

    1.1.12  Subject
      to Purchaser approval of same and to the extent assignable and to the extent
      Seller has any right to assign or transfer the same, all of Seller’s right,
      title, and interest in and to all settlements of lawsuits, judgments or other
      legal proceedings relating to or benefiting the Property except for proceeds
      from lawsuits, judgments or other legal proceedings for rent accruing prior
      to
      the Closing Date which Seller will retain (the “Settlements”).

     

                  
      1.1.13      All of Seller’s right, title and
      interest in and to all escrow accounts and funds held therein pursuant to the
      existing mortgage of TIAA that Purchaser is to assume (the “TIAA
      Escrows”).

    


    1.2  Agreement
      to Convey.  Seller agrees to convey, and Purchaser agrees to
      accept, title to the Land and Improvements by Special Warranty Deed(s) in the
      condition described in Section 3.7 and title to the Personal Property,
      Permits, Warranties and the name "Escarpment Village" by Bill of Sale, with
      limited warranty as to the title and Purchaser agrees to accept, upon review
      and
      approval in its sole discretion, Seller’s right and interest to the Settlements
      by assignment in form reasonably acceptable to Purchaser.

     

    
      	
              2.  

            	
              PRICE
                AND PAYMENT.

            


    

     

    2.1  Purchase
      Price.  Subject to adjustment as of the applicable Closing Date
      (as hereinafter defined) as provided below in this Section 2.1, the
      purchase price for the Property (the "Purchase Price") shall be Forty-Six
      Million Six Hundred Forty-Nine Thousand and One Hundred Fifty-Three and 00/100
      DOLLARS ($46,649,153.00) U.S., as detailed on the "Grand Total" line of the
      "Price" column of Exhibit 2.1.1, but subject to adjustment as detailed
      below.

     

    (a)  An
      allowance and commission credit in an amount equal to the Unpaid Tenant
      Improvements Allowances and the Unpaid Leasing Commissions (“TILC Credit”) to be
      paid to tenants and brokers, as applicable, pursuant to the terms of the fully
      executed Leases (to the extent not previously paid by Seller).

     

    2.1.2  For
      purposes of this Agreement, "Closing Funded Purchase Price" shall mean the
      Purchase Price (less the TILC Credit) and less the outstanding amount at Closing
      of the TIAA Loan (defined below) which Purchaser is assuming pursuant to the
      terms of this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.1.3  Seller
      shall be responsible for all leasing commissions and tenant improvement
      allowances to be paid in connection with all Leases to the extent due and
      payable prior to Closing, and Seller agrees to indemnify and hold Purchaser
      harmless from and against such amounts.  Seller agrees to provide
      Purchaser with reasonable evidence of the payment of such commissions and
      allowances upon written request.  Purchaser shall be responsible for
      all leasing commissions and tenant improvement allowances to be paid in
      connection with all Leases to the extent due and payable on or after Closing
      and
      to the extent Purchaser receives the credit contemplated in Section 2.1(a)
      and
      Section 6.3.5, and Purchaser agrees to indemnify and hold Seller harmless from
      and against such amounts.

     

    2.2  Payment.  Payment
      of the Purchase Price is to be made in cash as follows:

     

    2.2.1  Purchaser
      shall make an earnest money deposit with the Title Company of FIVE HUNDRED
      THOUSAND AND NO/100 DOLLARS ($500,000.00) (the "Deposit") on or before that
      certain date that occurs two (2) business days after the Effective
      Date.

     

    2.2.2  Within
      two (2) business days after the Approval Date (as defined in Section 3.1.1
      hereof), Purchaser shall deposit with Title Company an additional sum of FIVE
      HUNDRED THOUSAND and 00/100 ($500,000.00) Dollars, which sum shall be deemed
      to
      be part of the “Deposit” and, except as otherwise provided in this Agreement or
      in the event that Seller defaults under this Agreement, the Deposit shall be
      deemed non-refundable and will be applied to the Purchase Price at Closing,
      should Closing occur, and if Closing does not occur, the Deposit shall be
      disbursed as otherwise provided herein.  The Deposit shall be held in
      an interest bearing escrow account and any interest on the Deposit shall be
      credited to Purchaser at Closing, should Closing occur, and the term “Deposit”
shall be deemed to include such interest.

     

    2.2.3  The
      Deposit will be placed with and held in escrow by Heritage Title Company of
      Austin, Inc., as agent, at 401 Congress Avenue, Ste. 1500 Austin, Texas 78701,
      Attention: Amy Fisher (Telephone: 512-505-5000; Fax: 512-505-5024; E-mail:
      afisher@heritage-title.com) (the “Title Company”) in immediately available funds
      in an interest-bearing account at a mutually acceptable banking
      institution.  Any interest earned by the Deposit shall be considered
      as part of the Deposit.  Except as otherwise provided in this
      Agreement, the Deposit will be applied to the Purchase Price at
      Closing.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.2.4  At
      Closing, Purchaser shall pay Seller an amount equal to the Closing Funded
      Purchase Price, subject to adjustment for the prorations as provided herein,
      reimbursement of amounts in the TIAA Escrows to Seller, and less the Deposit,
      which amount shall be paid by Purchaser in immediately available funds to the
      Fee Closer (defined below) for disbursement to Seller via wire transfer of
      immediately available funds.

     

    2.2.5  Prior
      to
      or contemporaneous with the execution hereof by Purchaser and Seller, Purchaser
      has paid to Seller ONE HUNDRED AND NO/100 DOLLARS ($100.00) (the "Independent
      Contract Consideration"), which amount Seller and Purchaser bargained for and
      agreed to as consideration for Seller’s execution and delivery of this
      Agreement.  The Independent Contract Consideration is non-refundable
      and in addition to any other payment or deposit required by this Agreement,
      and
      Seller shall retain the Independent Contract Consideration notwithstanding
      any
      other provision of this Agreement to the contrary.

     

    2.3  Closing.

     

    2.3.1  Payment
      of the Closing Funded Purchase Price, the delivery of the items required to
      be
      delivered by Section 9 hereof, and the closing hereunder (the "Closing”)
      will take place pursuant to an escrow closing on the thirtieth (30th) day following
      the
      expiration of the Approval Period, or such other date as may be subsequently
      agreed upon by Seller and Purchaser (the "Closing Date").  The Closing
      will take place at the offices of the Title Company at 10:00 a.m. local Austin
      time or at such other time and place as may be agreed upon in writing by Seller
      and Purchaser.  Closing will be conducted by Armbrust & Brown, LLP
      as a fee attorney closer of the Title Company (the “Fee
      Closer”).  Closing shall occur through an escrow with the Fee
      Closer.  Funds shall be deposited into and held by the Fee Closer in a
      closing escrow account with a bank reasonably satisfactory to Purchaser and
      Seller.  Upon satisfaction or completion of all closing conditions and
      deliveries, the parties shall direct the Fee Closer to immediately record and
      deliver the closing documents to the appropriate parties and make disbursements
      according to the closing statements executed by Seller and
      Purchaser.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
              3.  

            	
              CONDITIONS
                PRECEDENT.  The
                obligation of Purchaser to
                close the purchase of the Property in accordance with this Agreement
                is
                conditioned upon satisfaction of each of the following conditions
                precedent:

            


    

     

    3.1  Inspections.

     

    3.1.1  Seller
      will deliver to Purchaser the due diligence items requested in Exhibit 3.1.1
      and
      any records related thereto no later than ten (10) days after the Effective
      Date.  The date that is forty (40) days after the Effective Date will
      be referred to herein as the "Approval Date;" however, the Approval Date shall
      be extended one day for each day Purchaser has not received the due diligence
      items package from Seller along with a representation of Seller that it includes
      all items listed in Exhibit 3.1.1 in all material
      respects.  Commencing on the Effective Date, Seller agrees to allow
      Purchaser and Purchaser's engineers, architects, employees, contractors, agents
      and representatives ("Purchaser's Agents") reasonable access, during normal
      business hours, to the Property and to the records maintained for Seller by
      Seller or Seller’s property management company during normal business
      hours.  Such access shall be solely for the purposes of (i) reviewing
      Leases, contracts, the existing mortgage to be assumed by Purchaser, the due
      diligence items referenced in Exhibit 3.1.1 and any records relating thereto;
      (ii) reviewing records relating to the income and operating expenses; and (iii)
      inspecting the physical condition of the Property and conducting non intrusive
      physical or environmental inspections of the Property.  Purchaser
      shall not conduct or allow any physically intrusive testing of, on or under
      the
      Property without first obtaining Seller's written consent as to the timing
      and
      scope of work to be performed and entering into an access agreement in form
      and
      substance satisfactory to Seller.

     

    The
      due
      diligence materials delivered to Purchaser and/or reviewed by Purchaser pursuant
      to the foregoing paragraph is referred to herein as the “Property
      Information.”  Purchaser agrees and acknowledges
      that:  (a)  the Property Information is delivered to
      Purchaser solely as an accommodation to Purchaser; (b) Seller has not
      undertaken any independent investigation as to the truth, accuracy or
      completeness of any matters set out in or disclosed by the Property Information;
      (c) except as otherwise specifically provided in this Agreement, Seller has
      not made and does not make any warranties or representations of any kind or
      nature regarding the truth, accuracy or completeness of the information set
      out
      in or disclosed by the Property Information; and (d) except to the extent
      of any representations or warranties contained in and as otherwise specifically
      provided in this Agreement, Seller shall have no liability or culpability of
      any
      kind or 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    nature
      as
      a result of providing the Property Information to Purchaser or as a result
      of
      Purchaser’s reliance on any of the Property Information or any information set
      forth or referred to therein or disclosed thereby; provided, however, that
      Seller does not have any actual knowledge of any material misrepresentations
      contained in the Property Information that is not disclosed to Purchaser by
      Seller.

    


    3.1.2  Purchaser
      agrees that in exercising its right of access hereunder, Purchaser will use
      and
      will cause Purchaser's Agents to use commercially reasonable efforts not to
      unreasonably interfere with the activities of tenants or any persons occupying
      or providing service at the Property.  Purchaser shall, at least one
      (1) business day prior to inspection, give David Ruehlman, on behalf of Seller,
      written notice (by email or facsimile) of its intention to conduct any
      inspections, so that Seller shall have an opportunity to have a representative
      present during any such inspection.  Purchaser agrees to cooperate
      with reasonable requests by Seller in connection with the timing of any such
      inspection(s).  David Ruehlman can be contacted at (512) 478-5788 or
      at druehlman@stratusproperties.com .

     

    3.1.3  Unless
      Seller specifically and expressly otherwise agrees in writing or Purchaser
      is
      required by law to make any such disclosure (in which event Purchaser shall
      immediately notify Seller), Purchaser agrees that (a) the results of all
      third party inspections, analyses, studies and similar reports relating to
      the
      Property prepared for Purchaser utilizing any information acquired in whole
      or
      in part through the exercise of Purchaser's inspection rights; and (b) all
      Property Information of whatsoever nature made available to Purchaser by Seller
      or Seller’s agents or representatives is confidential and shall not be disclosed
      to any other person except those assisting Purchaser with the transaction,
      including Purchaser's lenders, accountants, investors, attorneys and other
      professionals and consultants in connection with the transaction described
      herein, without Seller’s prior written consent but with the understanding by
      such persons that such information is confidential as set forth
      herein.  Purchaser agrees not to use or allow to be used any such
      information for any purpose other than to determine whether to proceed with
      the
      contemplated purchase, or if same is consummated, in connection with the
      operation of the Property post-Closing.  Further, if the purchase and
      sale contemplated hereby fails to close for any reason whatsoever, other than a
      default by Seller, Purchaser agrees to return to Seller, or cause to be returned
      to Seller, all Property Information.  Notwithstanding any other term
      of this Agreement, the provisions of this Section 3.1.3 shall
      survive Closing or the termination of this Agreement.  Notwithstanding
      the 

     

    
      
        
        

      

      
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    foregoing,
      (AA) Purchaser shall be permitted to disclose the Property Information and
      any information obtained pursuant to clause (a) of this
Section 3.1.3: (i) to any governmental authority, if required
      by any law, or (ii) pursuant to the order of any court of competent
      jurisdiction requiring such disclosure; (BB) the Property Information and
      any information obtained pursuant to clause (a) of this
Section 3.1.3 shall not be deemed to include any information that is
      a matter of public record, information that can readily be obtained in the
      marketplace, is generally known to industry experts, or is disclosed by Seller
      without being subject to a confidentiality agreement.

     

    3.1.4  Purchaser
      shall, at its cost and expense, promptly restore any physical damage or
      alteration of the physical condition of the Property which results from any
      inspections conducted by or on behalf of Purchaser.  All inspections
      shall be conducted at Purchaser's sole cost and expense and in strict accordance
      with all requirements of applicable law.  Prior to any entry upon the
      Property by Purchaser or by any of Purchaser agents or representatives,
      Purchaser must furnish to Seller a certificate of insurance for insurance
      coverage insuring Seller and Purchaser, which insurance
      must:  (i) provide coverage for injury to or death of any person
      or persons and damage to or destruction of any property, in an amount not less
      than $2,000,000.00, combined single limit; (ii) provide coverage for broad
      contractual liability in an amount not less than $1,000,000.00;
      (iii) include a waiver of subrogation in favor of Seller; (iv) not be
      subject to change or cancellation, except after thirty (30) days prior written
      notice to Seller; and (v) be underwritten by a company or companies
      reasonably satisfactory to Seller which are fully authorized to do business
      in
      the state where the Property is located.

     

    3.1.5  PURCHASER
      AGREES (WHICH AGREEMENT SHALL SURVIVE CLOSING OR TERMINATION OF THIS AGREEMENT)
      TO INDEMNIFY, DEFEND, AND HOLD SELLER FREE AND HARMLESS FROM ANY LOSS, INJURY,
      DAMAGE, CLAIM, LIEN, COST OR EXPENSE, INCLUDING ATTORNEYS' FEES AND COSTS,
      ARISING OUT OF A BREACH OF THE FOREGOING AGREEMENTS BY PURCHASER IN CONNECTION
      WITH THE INSPECTION OF THE PROPERTY, OR OTHERWISE FROM THE EXERCISE BY PURCHASER
      OR PURCHASER'S AGENTS OF THE RIGHT OF ACCESS UNDER THIS SECTION 3.1
      (COLLECTIVELY, "PURCHASER'S INDEMNITY OBLIGATIONS").  THIS
SECTION 3.1.5 SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS
      AGREEMENT.

     

    3.1.6  Purchaser
      shall keep the Property free from any liens arising out of any 

     

    
      
        
        

      

      
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    work
      performed, materials furnished or obligations incurred by or on behalf of
      Purchaser or Purchaser's Agents with respect to any inspection or testing of
      the
      Property.  If any such lien shall at any time be filed, Purchaser
      shall cause the same to be discharged of record within fifteen (15) days after
      notification to Purchaser by Seller of same by (i) satisfying such lien or,
      (ii)
      if Purchaser in its discretion and in good faith determines that such lien
      should be contested, by recording a bond.

     

    3.1.7  Purchaser
      understands that any financial statements and data, including, without
      limitation, gross rental income, operating expenses and cash flow statements,
      which may be made available by Seller to Purchaser, will be presented to
      Purchaser as kept in the ordinary course of business by Seller.

     

    3.2  Title
      and Survey.

     

    3.2.1  Title.
      Seller shall, at Seller’s sole cost and expense, cause Title Company to provide
      Purchaser with a title insurance commitment (the "Commitment") to issue a Texas
      Owner's Policy of Title Insurance to Purchaser from Title Company, covering
      all
      of the Land and Improvements, together with a copy of all instruments reflected
      as exceptions set forth therein, within ten (10) days of the Effective
      Date.

     

    3.2.2  Survey.
      Within twenty (20) days of the Effective Date, Seller, at Seller’s sole cost and
      expense, shall cause a current ALTA “as-built” survey of the Property (the
      "Survey") to be prepared by a licensed professional surveyor reasonably
      acceptable to Purchaser, Seller, Mortgagee/Lender and the Title Company, and
      delivered to Purchaser.  The Survey shall be certified to Purchaser,
      Seller, Mortgagee/Lender, the Title Company and any other parties reasonably
      requested by such parties.  The Survey shall be in a form reasonably
      satisfactory to Purchaser and sufficient for removal of the standard survey
      exceptions from the owner’s title policy of insurance.  If Purchaser
      determines that the Survey is not in satisfactory form, then Purchaser may
      make
      objections pursuant to Section 3.2.3 below.

     

    3.2.3  Objections.  Purchaser
      shall, within ten (10) days of the receipt of the last of the Survey and Title
      Commitment and copies of all documents referred to as exceptions therein, notify
      Seller in writing of any objections Purchaser may have, in Purchaser’s sole and
      absolute discretion, to the Survey and/or the Title
      Commitment.  Seller shall have the right, but not the obligation, to
      cure any such survey and title objections.  In the event that Seller
      fails to cause all of such objections to be cured or 

     

    
      
        
        

      

      
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    removed
      as exceptions to title within ten (10) days after receipt of the Title
      Objections (the “Title Curative Period”), or in the event Seller gives notice
      that it will not cure any one or more of the title and survey objections (the
      “Refusal Notice”), then Purchaser may, as Purchaser’s sole and exclusive remedy,
      terminate this Agreement by delivering to Seller a written notice of termination
      within ten (10) days after the earlier of the expiration of the Title Curative
      Period or Seller’s delivery of the Refusal Notice (the “Title Termination
      Period”).  Alternatively, Purchaser may elect to purchase the Property
      subject to all matters related to the title and survey objections which have
      not
      been cured or removed.  If Purchaser does not deliver to Seller a
      written notice of termination on or before the final day of the Title
      Termination Period, then Purchaser will be deemed to have waived the uncured
      title and survey objections and Purchaser’s right of termination under this
      Section 3.2, and in such event all of the matters which were objected to by
      Purchaser and not cured by Seller shall be deemed to be Permitted Encumbrances
      under this Agreement.  In the event Purchaser elects to terminate the
      Agreement by notice in writing to Seller as set forth above, the Deposit shall
      be returned to Purchaser and the parties hereunder will have no further rights
      or obligations hereunder except those that expressly survive
      termination.  In the event Purchaser does not elect to terminate the
      Agreement in accordance with the terms hereof, Seller shall, at Seller’s
      expense, cause to be delivered to Purchaser at Closing an Owner's Title Policy
      issued by the Title Company in the amount of the Purchase Price, insuring that
      Purchaser owns good and indefeasible fee simple title to the Property, subject
      only to the Permitted Encumbrances.  At Purchaser's option, the
      standard printed exception for "any discrepancies, conflicts, or shortages
      in
      area or boundary lines, or any encroachments, or any overlapping of
      improvements" shall be deleted (except for "any shortages in area") at
      Purchaser's sole cost and expense.  If any revised Title Commitment or
      Survey discloses matters not disclosed by a prior Title Commitment or Survey,
      then Purchaser will have ten (10) days to supplement Purchaser's objections
      and
      the parties will follow the same procedure set forth above.  The term
“Permitted Encumbrances” includes all items reflected in the Title Commitment
      and Survey that are not cured by Seller hereunder and are waived or deemed
      waived by Purchaser in accordance with this paragraph.

     

    3.3  Contracts.  On
      or before the Approval Date, Purchaser shall notify Seller in writing if
      Purchaser elects not to assume at Closing any of the Contracts identified on
      Exhibit 3.3 that may affect the Property.  If Purchaser does not
      exercise its right to terminate this Agreement on or before the Approval Date,
      Seller shall give notice of termination of such disapproved Contract(s) within
      thirty (30) days of Closing, or such notice as required by said particular
      

     

    
      
        
        

      

      
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    Contract.

     

    3.4  [INTENTIONALLY
      DELETED]

     

    3.5  Assumption
      of Mortgage.  This Agreement is contingent upon the satisfaction
      of  any and all approvals, conditions or contingencies necessary or
      required by Teachers Insurance and Annuity Association of America (referred
      to
      herein as “Mortgagee” or “TIAA”)) for Purchaser to assume the existing TIAA loan
      (the “TIAA Loan”) secured by, among other things, a mortgage on the Property
      held by TIAA (the “Mortgage”).  The TIAA Loan has the following
      essential terms: Authorization ID:AAA4442; Investment ID: M-0005934; original
      loan amount of Twenty Two Million Eight Hundred Thousand and 00/100 Dollars
      ($22,800,000.00); interest rate of 5.55%; thirty (30) year amortization
      schedule; monthly payments of One Hundred Thirty Thousand One Hundred
      Seventy-Two and 80/100 Dollars ($130,172.80); a maturity date of July of 2016;
      a
      prohibition on prepayment until July 1, 2009; and a guaranty (the “Guaranty”) by
      Stratus Properties Inc. (“Guarantor”).  All of the documents
      evidencing or securing the TIAA Loan are referred to as the “TIAA Loan
      Documents.”  Purchaser agrees to use commercially reasonable efforts
      to qualify for the assumption.

     

    3.5.1  On
      or
      before the date which is fifteen (15) days after the Effective Date, Purchaser
      will make application to TIAA to assume the TIAA Loan at Closing and will
      thereafter diligently pursue final assumption approval of the TIAA Loan from
      TIAA which must provide for the release of Guarantor from its Guaranty and
      the
      release of Seller from the TIAA Loan (“Loan Assumption
      Approval”).  Purchaser shall use commercially reasonable efforts to
      cooperate with TIAA and provide TIAA with financial statements and other
      documents and certificates that TIAA reasonably requests to secure the Loan
      Assumption Approval, and Seller shall cooperate with and send or provide any
      and
      all documentation or instruments and execute such documents as required by
      TIAA
      in connection with the Loan Assumption Approval and the Loan
      Assumption.  Purchaser will be responsible, at Purchaser’s sole cost
      and expense, to pay all charges and fees of TIAA in conjunction with Purchaser’s
      application for and assumption of the TIAA Loan, including all application
      deposits, title premiums and/or costs for endorsements associated therewith
      and
      a loan assumption fee of one percent (1%) of the outstanding balance of the
      TIAA
      Loan assumed at Closing, and attorneys fees and expenses of TIAA (collectively,
      the “Loan Assumption Fees”).  Purchaser agrees to provide to Seller a
      written copy of the Loan Assumption Approval within two (2) days after it
      receives Loan Assumption Approval.  In the event Purchaser does not
      secure Loan Assumption Approval (which provides for the release of Guarantor
      from its 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Guaranty)
      on or before the date that is fifteen (15) days prior to the Closing Date (the
      “Loan Assumption Deadline”) then this Agreement will terminate (unless Purchaser
      exercises the Extension Right as set forth below), the Deposit will be refunded
      to Purchaser and thereafter neither Party shall have any further rights,
      remedies or obligations under this Agreement except obligations and rights
      that
      expressly survive any termination of this Agreement.  If, however,
      Purchaser secures Loan Assumption Approval on or before the Loan Assumption
      Deadline, then at Closing, Purchaser will consummate the assumption of the
      TIAA
      Loan in accordance with the terms and provisions of this Agreement (the “Loan
      Assumption”)..

     

    3.5.2  If
      Mortgagee fails to approve the Loan Assumption on or before the Loan Assumption
      Deadline and has not denied the Loan Assumption in writing, Purchaser may,
      at
      its option, extend the Loan Assumption Deadline and the Closing Date for two
      additional periods not to exceed thirty (30) days each (individually, an
“Extension Right” and collectively, the “Extension Rights”) provided that
      Purchaser is diligently pursuing that approval.  In order to exercise
      an Extension Right, Purchaser must notify Seller in writing on or before five
      (5) days after the then Loan Assumption Deadline of the exercise of its
      Extension Right.  Purchaser will have no further extension rights
      after it exercises each of the Extension Rights.  If, upon Purchaser
      exercising the Extension Rights afforded hereunder, Mortgagee denies or fails
      to
      approve the Loan Assumption on or before the Loan Assumption Deadline, then
      this
      Agreement will terminate, the Deposit will be refunded to Purchaser and the
      parties will have no further rights or obligations hereunder except those that
      expressly survive termination of this Agreement.

     

    3.6  Representations
      and Warranties.  All of Seller’s representations, warranties and
      agreements contained herein shall be true and correct in all material respects,
      to the best of Seller’s knowledge, information and belief, as of the Effective
      Date and on the date of Closing, which Seller shall certify to at Closing,
      and
      Seller shall not have, on the date of Closing, failed to meet, complied with
      or
      performed, any material condition or agreement on its part to be performed
      under
      the terms and conditions of this Agreement resulting in a default under this
      Agreement.

     

    3.7  Permitted
      Encumbrances.  Unless Purchaser terminates this Agreement pursuant
      to an express right of termination in favor of Purchaser set forth herein,
      Purchaser shall be deemed to have approved and to have agreed to purchase the
      Property subject to the following:

     

    3.7.1  All
      exceptions to title shown in the Title Commitment or matters shown 

     

    
      
        
        

      

      
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    on
      the
      Survey which Purchaser has approved or is deemed to have approved pursuant
      to
Section 3.2 hereof;

     

    3.7.2  All
      Contracts and Leases which Purchaser has approved or is deemed to have approved
      pursuant to Sections 3.3, 4.3 and 4.4 hereof;

     

    3.7.3  The
      lien
      of non-delinquent real and personal property taxes and assessments;

     

    3.7.4  The
      TIAA
      Loan Documents being assumed by Purchaser together with the Loan Assumption
      Agreement.

     

    3.7.5  Rights
      of
      parties in possession pursuant to the Leases and Contracts;

     

    3.7.6  Discrepancies,
      conflicts in boundary lines, shortages in area, encroachments, and any state
      of
      facts which an inspection of the premises would disclose and which are not
      shown
      by the public records, unless deleted by Purchaser requesting same pursuant
      to
      3.2.3 above; and

     

    3.7.7  Rights
      of
      vendors and holders of security interests on personal property installed upon
      the Property by tenants and rights of tenants to remove trade fixtures at the
      expiration of the term of the Leases of tenants.

     

    All
      of
      the foregoing are referred to herein collectively as "Permitted
      Encumbrances."  Notwithstanding the foregoing, at Closing, Seller
      shall pay off and discharge all liens and encumbrances relating to Seller’s
      existing mortgages (except the TIAA Mortgage and other TIAA Loan Documents),
      other than mentioned above, if any.

     

    3.8  Purchaser's
      Right to Terminate.  If, as a result of its various
      investigations, Purchaser determines, in its sole and absolute discretion,
      that
      the Property is not a suitable investment for its purposes, Purchaser shall
      have
      the right by giving Seller written notice (the "Termination Notice"). If the
      Termination Notice is timely given, Seller shall direct the Title Company to
      immediately return the Deposit to Purchaser by wire transfer of immediately
      available funds and neither party shall have any further liability hereunder
      except those obligations that expressly survive termination of this
      Agreement.  If the Termination Notice is not given, Purchaser shall
      have no further right to terminate this Agreement except as expressly provided
      in this Agreement.  Should Purchaser elect to terminate, such
      Termination Notice shall be sent in accordance with the following:

     

    
      
        
        

      

      
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    3.8.1  On
      or
      before the Approval Date as to matters pertaining to Purchasers investigation
      of
      the items in section 3.1; or

     

    3.8.2  Pursuant
      to the terms as indicated in Section 3.2 pertaining to Title and
      Survey.

     

    3.8.3  Pursuant
      to the terms as indicated in Section 3.5 pertaining to the TIAA
      Loan.

     

    If
      Purchaser does not timely send the Termination Notice for the Sections set
      forth
      above, to the extent applicable, then the conditions precedent in those
      applicable Sections will be deemed satisfied.

    


    3.9  Tenant
      Estoppels and SNDAs.  Seller shall use its best commercially
      reasonable efforts to secure and deliver to Purchaser, no later than five (5)
      days prior to the Approval Date (the “Estoppel Date”), estoppel certificates
      from all tenants which have a fully executed lease with Seller for a portion
      of
      the Property (the “Leases” and each a “Lease”) in substantially the form of
Exhibit 3.9 attached hereto (collectively, the “Tenant Estoppels” and
      each a “Tenant Estoppel”).  The foregoing notwithstanding, to the
      extent a Lease provides a different form Tenant Estoppel, that form will suffice
      as a Tenant Estoppel hereunder.  Purchaser’s obligation to close the
      transaction contemplated under this Agreement is subject to the condition (the
      “Estoppels Condition”) that (a) Seller obtain all of the Tenant Estoppels for
      all Leases, (b) the Tenant Estoppels are consistent with the Rent Roll attached
      hereto as 1.1.6 (i.e., that the total rent set forth on the Rent Roll match
      with
      the total rent due per the Tenant Estoppels), (c) the Tenant Estoppels are
      consistent with the other representations of Seller in the Agreement, and (d)
      that the Tenant Estoppels do not indicate that Seller or the applicable tenant
      is in default under the applicable Lease.  If there is a dispute
      between the square footage and rent in the Estoppels and the Leases, the
      information in the Estoppels will control unless otherwise agreed to in writing
      from the applicable tenant.

     

    Seller
      shall use its best commercially reasonable efforts to secure and deliver to
      Purchaser, no later than five (5) days prior to the Closing Date (the “SNDA
      Date”), any subordination, non-disturbance and attornment agreements from any
      tenants under the Leases to the extent required by TIAA under the terms and
      provisions of the Loan Assumption in substantially the form required by TIAA
      (collectively, the “SNDAs” and each an “SNDA”).  Purchaser’s
      obligation to close the transaction contemplated under this Agreement is subject
      to the condition (the “SNDAs Condition”) that Seller obtain all of the SNDAs
      required by TIAA 

     

    
      
        
        

      

      
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    under
      the
      terms and provisions of the Loan Assumption or, to the extent that Seller has
      not secured one or more SNDAs, then TIAA has waived them as a requirement to
      Loan Assumption.

     

    Purchaser’s
      obligation to consummate the transaction contemplated hereunder is subject
      to
      the satisfaction of the Estoppels Condition  by the Estoppel Date and the
      SNDAs Condition by the SNDA Date.  In the event the Estoppels
      Condition is not satisfied by the Estoppel Date, then, Purchaser must, by
      written notice to Seller on or before the Approval Date either (i) waive the
      Estoppels Condition and proceed to Closing, or (ii) terminate the Agreement
      and
      the Deposit shall be returned to Purchaser in which event the parties will
      have
      no further rights or obligations hereunder other than those that expressly
      survive termination of this Agreement.  If Purchaser fails to provide
      such written notice to Seller on or before the Approval Date, then Purchaser
      will be deemed to have waived the Estoppels Condition for all purposes
      hereunder.  In the event the SNDAs Condition is not satisfied by the
      SNDA Date, then, this Agreement will automatically terminate and the Deposit
      shall be returned to Purchaser in which event the parties will have no further
      rights or obligations hereunder other than those that expressly survive
      termination of this Agreement.

    


    3.10  Delivery
      of Title Policy.  Title Company shall deliver to Purchaser within
      a reasonable period after Closing an Owner Policy of Title Insurance, in the
      form promulgated by the Texas Department of Insurance (the "Title Policy")
      issued by the Title Company as of the date and time of the recording of the
      Deed, in the amount of the Purchase Price, insuring Purchaser as owner of good
      and indefeasible fee simple title to the Property, and subject only to the
      Permitted Encumbrances.  Seller shall execute at Closing a certificate
      in such form as the Title Company shall reasonably require for the issuance
      of
      the Title Policy (but not additional matters required for any endorsements
      required by Purchaser).  At Closing, the Title Company shall deliver a
      pro forma Owner Policy of Title Insurance pursuant to Texas Procedural Rule
      P-52
      in accordance with the Title Commitment.

     

    3.11       Stratus
      Properties Inc. Board Approval.  This Agreement and Seller’s
      obligations to close the sale and purchase of the Property hereunder is
      contingent upon the approval of this Agreement by the Board of Directors of
      Stratus Properties Inc., a Delaware corporation, (the “Stratus
      Approval”).  Seller will notify Purchaser when Seller has received the
      Stratus Approval.  If Seller has not received the Stratus Approval on
      or before the date that is fifteen (15) days after the Effective Date, then
      is
      Agreement will automatically terminate, the Deposit will be refunded to
      Purchaser and the parties will have no further rights or obligations hereunder
      that do not expressly survive termination of this Agreement.  Seller
      will promptly notify Purchaser if it has not received 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    the
      Stratus Approval by the 15 day deadline set forth above.

     

    
      	
              4.  

            	
              SELLER’S
                COVENANTS FOR PERIOD PRIOR TO
                CLOSING.

            


    

     

    Until
      the
      Closing, Seller and/or Seller’s agent shall:

     

    4.1  Insurance.  Keep
      the Property insured under its current policies against fire and other hazards
      covered by extended coverage endorsement and commercial general liability
      insurance against claims for bodily injury, death and property damage occurring
      in, on or about the Property.

     

    4.2  Operation.  Operate
      and maintain the Property substantially in accordance with Seller's past
      practices with respect to the Property, normal wear and tear excepted, provided
      that in the event of any loss or damage to the Property as described in
Section 7, Seller shall have an obligation to Purchaser to repair
      the Property only as provided in Section 7.

     

    4.3  New
      Contracts.  Enter into only those third-party service contracts
      that are necessary to carry out its obligations under Section 4.2
      and which shall be cancelable on thirty (30) days written notice at no cost
      to
      Purchaser.  If Seller enters into any such contract, it shall promptly
      provide written notice thereof to Purchaser and unless Purchaser, within ten
      (10) business days thereafter, notifies Seller in writing of its intention
      to
      not assume such contract, it shall be treated as a contract approved by
      Purchaser under Section 3.3 hereof.

     

    4.4  New
      Leases.  Seller may continue to execute new Leases, lease
      modifications or amendments (referred to herein as “New Leases” or “Lease
      Modifications,” respectively), terminate or accept the surrender of any existing
      tenancies or approve any subleases without the prior consent of Purchaser in
      accordance with Seller's past practices; provided, however, after the
      Approval Date, Purchaser must approve any new Leases, Lease Modifications,
      terminations or subleases.  Purchaser’s approval shall not be
      unreasonably withheld, conditioned or delayed unless: (i) the economics of
      such
      new leases, modifications of Existing Leases do not conform to the pro forma
      lease rents outlined on Exhibit 2.1.1, (ii) the use of the premises by the
      proposed tenant is unacceptable to Purchaser, or (iii) the creditworthiness
      of
      the proposed tenant is unacceptable to Purchaser.  Prior to entering
      into a proposed Lease or a proposed Lease Modification after the Approval Date,
      Seller will provide Purchaser with a copy of such proposed Lease or proposed
      Lease Modifications (referred to herein as a “Proposed Tenant Lease”) for
      Purchaser’s review and approval.  Purchaser will notify Seller in
      writing within five (5) days after the date Seller sends Purchaser the Proposed
      Lease of whether Purchaser approves the Proposed Lease.  If Purchaser
      elects not to approve a Proposed Lease, then the written notice of Purchaser
      

     

    
      
        
        

      

      
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    withholding
      the approval must specify the reasons Purchaser determined that approval not
      be
      granted.  If Purchaser fails to notify Seller within such five (5) day
      period that it is withholding approval of a Proposed Lease along with reasons
      for such disapproval, then Purchaser will be deemed to have approved the
      Proposed Lease.  Any Proposed Lease which is approved or which is
      deemed approved by Purchaser pursuant to this Section 4.4 or otherwise entered
      into prior to the Approval Date is an approved Lease for all purposes hereunder
      and will be deemed to be Permitted Encumbrances hereunder for all
      purposes.

     

    4.5             Listing
      and Other Offers.  From the date hereof until the earlier of
      termination of this Agreement or the Closing Date set forth herein Seller will
      not list the Property with any Broker or otherwise solicit or make or accept
      any
      offers to sell the Property or enter into any contracts or agreements regarding
      any disposition of all or any portion of the Property or any interest
      therein.

    


    
      	
              5.  

            	
              REPRESENTATIONS,
                WARRANTIES AND
                DISCLOSURES.

            


    

     

    5.1  By
      Seller.  Seller represents and warrants to Purchaser as follows,
      which such representations and warranties will be updated and recertified to
      at
      the time of Closing:

     

    5.1.1  Escarpment
      Village, L.P. is a Texas limited partnership duly organized and validly existing
      under the laws of the State of Texas, has duly authorized the execution and
      performance of this Agreement, and such execution and performance will not
      violate any material term of its organizational documents.

     

    5.1.2  To
      Seller’s current, actual, knowledge, performance of this Agreement will not
      result in any breach of, or constitute any default under, or result in the
      imposition of any lien or encumbrance upon the Property under any agreement
      to
      which Seller is a party.

     

    5.1.3  To
      Seller’s current, actual, knowledge, there is no existing or pending litigation
      with respect to the Property, except as set forth on Exhibit 5.1.3
      attached hereto, nor have any such actions, suits, proceedings or claims been
      threatened or asserted, which could have an adverse effect on the Property
      or
      Seller’s ability to consummate the transactions contemplated
      hereby.  Seller indemnifies Purchaser from and against any cost,
      claims or liability set forth as an exception in Exhibit 5.1.3 and such
      indemnity will survive Closing indefinitely notwithstanding the expiration
      of
      all other indemnities in this Contract;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    5.1.4  To
      Seller’s current, actual, knowledge, the list of Contracts to be delivered to
      Purchaser pursuant to this Agreement will be true, correct and complete in
      all
      material respects as of the date of delivery;

     

    5.1.5  Seller
      is
      not a "foreign person" within the meaning of Sections 1445 and 7701 the Internal
      Revenue Code of 1986, as amended (hereinafter, the "Code");

     

    5.1.6  To
      Seller’s current, actual, knowledge, except for those tenants in possession of
      the Land and Improvements under Leases as shown in the Schedule of Leases
      attached hereto as Exhibit 1.1.6, there are no parties in possession
      of, or claiming any possession to, any portion of the Land and
      Improvements;

     

    5.1.7  The
      rent
      roll delivered by Seller to Purchaser is the rent roll prepared on a monthly
      basis by Seller in the ordinary course of its business;

     

    5.1.8  The
      Leases made available to Purchaser at the Property are the true leases or rental
      agreements for the units at the Property and the only leases or rental
      agreements for the units at the Property;

     

    5.1.9  Seller
      has not received any written notice from any governmental authority that the
      Property is in violation of applicable laws, which has not be
      remedied;

     

    5.1.10  Seller
      has not received any written notice from any governmental authority with respect
      to the presence of hazardous materials located at, on or under the Property
      in
      violation of applicable laws; and

     

    5.1.11  No
      petition in bankruptcy (voluntary or otherwise), assignment for the benefit
      of
      creditors, or petition seeking reorganization or arrangement or other action
      under federal or state bankruptcy laws is pending against or contemplated by
      Seller.

     

    All
      references in this Section 5.1 or elsewhere in this Agreement and/or in any
      other document or instrument executed by Seller in connection with or pursuant
      to this Agreement, to “Seller's knowledge” or “to the knowledge of Seller” and
      words of similar import shall refer to facts within the current actual knowledge
      of William H. Armstrong, III, Chief Executive Officer of Seller, Kenneth N.
      Jones, Esq, General Counsel of Seller, and David Ruehlman, construction manager
      of Seller (the “Seller Representatives”) who are those persons with primary
      knowledge pertaining to the acquisition, development and operation of the
      Property.  Nothing in this Section 5.1 or the remainder of this
      Agreement shall imply or impose any duty of investigation or inquiry


     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    upon
      Seller or any of the Seller Representatives, or give rise to any personal
      liability on the part of any of the Seller Representatives.  The
      warranties and representations of Seller set out in this Section 5.1, plus
      the
      special warranty of title to be included in the documents to be delivered at
      Closing are referred to in this Agreement collectively as the “Express
      Warranties.”  Purchaser acknowledges that Purchaser will independently
      cause the Property to be inspected on Purchaser's behalf and that Purchaser
      has
      not entered into this Agreement based on any representation, warranty,
      agreement, statement or expression of opinion by Seller or by any person or
      entity acting or allegedly acting for or on behalf of Seller, other than the
      Express Warranties.  Purchaser understands, agrees and acknowledges
      that except as otherwise provided in this Agreement the Property is to be sold
      and accepted by Purchaser at the Closing AS IS, WHERE IS, WITH ALL
      FAULTS, IF ANY, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER,
      EXPRESS OR IMPLIED, OTHER THAN THE EXPRESS WARRANTIES.

    


    5.2  By
      Purchaser.  Purchaser represents and warrants to Seller as
      follows:

     

    5.2.1  Purchaser
      is a corporation, duly organized, validly existing and in good standing under
      the laws of the State of Michigan, (and at Closing will be authorized to do
      business in the State of Texas), has duly authorized the execution and
      performance of this Agreement, and such execution and performance will not
      violate any material term of its organizational documents.

     

    5.2.2  The
      person or persons executing this Agreement on behalf of Purchaser have full
      power and authority to execute this Agreement, and to bind Purchaser to the
      terms hereof.

     

    5.2.3  Purchaser
      has, without notice to or consent or joinder of any other person or entity,
      the
      full right, power and authority to enter into and perform this Agreement,
      including full right, power and authority to purchase the Property from
      Seller.

     

    5.2.4  Purchaser’s
      execution, delivery and performance of this Agreement:  (i) are
      within Purchaser’s power and authority and have been duly authorized; and
      (ii) will not conflict with, or with or without notice or the passage of
      time, or both, result in a breach of any of the terms and provisions of or
      constitute a default under any legal requirement, indenture, mortgage, loan
      agreement or instrument to which Purchaser is a party or by which Purchaser
      is
      bound.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    5.2.5  No
      petition in bankruptcy (voluntary or otherwise), assignment for the benefit
      of
      creditors, or petition seeking reorganization or arrangement or other action
      under federal or state bankruptcy laws is pending against or contemplated by
      Purchaser.

     

    5.2.6  Unless
      otherwise disclosed to Seller in writing, neither Purchaser nor any affiliate
      of
      or principal in Purchaser is other than a citizen of, or partnership,
      corporation or other form of legal person domesticated in, the United States
      of
      America.

     

    5.3  Broker
      Fees.  Seller and Purchaser represent to the other that it has had
      no dealings, negotiations, or consultations with any broker, representative,
      employee, agent or other intermediary in connection with the Agreement or the
      sale of the Property, except for Lincoln Property Company, Inc. for which
      Purchaser is responsible for payment ("Seller’s Broker" or "Broker") pursuant to
      a separate agreement and Purchaser will indemnify and hold Seller harmless
      from
      payment to the Broker arising out of this transaction..  Seller and
      Purchaser agree that each will indemnify, defend and hold the other free and
      harmless from the claims of any other broker(s), representative(s), employee(s),
      agent(s) or other intermediary(ies) claiming to have represented Seller or
      Purchaser, respectively, or otherwise to be entitled to compensation in
      connection with this Agreement or in connection with the sale of the
      Property.  The terms and provisions of this paragraph shall survive
      Closing hereunder.

     

    5.4  Disclosure
      Regarding Development Agreement

     

    The
      Property is subject to and affected by that certain Development Agreement dated
      effective August 15, 2002 and recorded under Document No. 2002151984 of the
      Real
      Property Records of Travis County, Texas (as amended from time to time, the
      “Development Agreement”) and that certain Conservation Easement to Restrict
      Impervious Cover dated effective August 15, 2002 and recorded under Document
      No.
      2002151985 of the Real Property Records of Travis County, Texas (as amended
      from
      time to time, the “Conservation Easement to Restrict Impervious
      Cover”).  Pursuant to Article II of the Development Agreement, Seller
      hereby provides Purchaser with the disclosure set forth as Exhibit
“5.4” attached hereto and incorporated herein for all purposes
      and Purchaser hereby acknowledges receipt of such disclosure. Purchaser’s
      obligation to consummate the transaction contemplated hereunder is subject
      to
      the satisfaction of obtaining an estoppel letter under each of the Development
      Agreement and the Conservation Easement to Restrict Impervious Cover in the
      forms attached as exhibits to both.  In the event such estoppel
      letters are not obtained as set forth above by the Estoppel Date, then,
      Purchaser must, by written notice to Seller on or before the Approval Date
      either (i) waive the requirement for such estoppel letters and proceed to
      Closing, or (ii) terminate the Agreement and the Deposit shall be returned
      to
      Purchaser in which event the parties will have no further rights or obligations
      hereunder other 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    than
      those that expressly survive termination of this Agreement.  If
      Purchaser fails to provide written notice to Seller on or before the Approval
      Date, then Purchaser will be deemed to have waived the requirement for the
      estoppel letters under this Section 5.4 for all purposes hereunder.

     

    5.5  Notice
      Regarding Possible Liability for Additional Taxes

     

    If
      for
      the current ad valorem tax year the taxable value of the land that is the
      subject of this contract is determined by a special appraisal method that allows
      for appraisal of the land at less than its market value, the person to whom
      the
      land is transferred may not be allowed to qualify the land for that special
      appraisal in a subsequent tax year and the land may then be appraised at its
      full market value.  In addition, the transfer of the land or a
      subsequent change in the use of the land may result in the imposition of an
      additional tax plus interest as a penalty for the transfer or the change in
      the
      use of the land.  The taxable value of the land and the applicable
      method of appraisal for the current tax year is public information and may
      be
      obtained from the tax appraisal district established for the county in which
      the
      land is located.

     

    5.6  Notice
      Regarding Title And Legal Counsel

     

    As
      required by the Texas Real Estate License Act, Seller hereby advises Purchaser
      that Purchaser should have the abstract covering the Property examined by an
      attorney of Purchaser’s own selection, or that Purchaser should be furnished
      with or obtain a policy of title insurance.  By signing this
      Agreement, Purchaser acknowledges receipt of this notice.  Purchaser
      and Seller further acknowledge that they have been given the opportunity to,
      and
      are hereby advised to, consult with an attorney of their choice with regard
      to
      this Agreement, the closing documents to be executed in connection herewith
      and
      the transaction contemplated by this Agreement.

     

    
      	
              6.  

            	
              COSTS
                AND PRORATIONS.

            


    

     

    6.1  Purchaser's
      Costs.  Purchaser shall pay the following costs of closing this
      transaction:

     

    6.1.1  The
      fees
      and disbursements of its counsel, inspecting architect and engineer and any
      other consultants engaged by Purchaser, if any;

     

    6.1.2  Any
      and
      all sales or use taxes relating to the transfer of personal property to
      Purchaser;

     

    6.1.3  The
      cost
      of any premium charges to the Title Policy for extended coverage or special
      endorsements, including, any additional premium charge(s) for endorsements
      and/or deletion(s) of exception items and any cancellation charge(s) imposed
      by
      any title 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    company
      in the event a title insurance policy is not issued, unless caused by willful
      default of Seller hereunder;

     

    6.1.4  Loan
      Assumption Fees as referred to in Section 3.5;

     

    6.1.5  Any
      and
      all recording fees for the Deed;

     

    6.1.6  One-half
      of any and all escrow fees;

     

    6.1.7  Real
      Estate Commissions:  At Closing, Purchaser shall pay a commission to
      Broker based on an outside separate agreement executed by and between Purchaser
      and Broker.

     

    6.1.8  Any
      other
      expense(s) incurred by Purchaser or its representative(s) in inspecting or
      evaluating the Property or closing this transaction.

     

    6.2  Seller’s
      Costs.  Seller shall pay the following costs of closing this
      transaction:

     

    6.2.1  The
      fees
      and disbursements of Seller's counsel;

     

    6.2.2  The
      cost
      of the premium for the basic Owner Policy of Title Insurance in the amount
      of
      the Purchase Price and in the form promulgated by the Texas Department of
      Insurance, but not any premiums for any additional coverage;

     

    6.2.3  All
      recording fees for any release documents related to release for the documents
      securing any loans on the Property;

     

    6.2.4  One-half
      of any and all escrow fees; and

     

    6.2.5  The
      cost
      of the Survey.

     

    6.3  Prorations.

     

    6.3.1  All
      normally and customarily proratable items, including, without limitation, real
      estate and personal property taxes (“Taxes”), utility expenses, owner’s
      association assessments, and rents, and payments under the Contracts (but only
      to the extent such Contracts are being assumed by Purchaser at Closing) shall
      be
      prorated as of the Closing Date, Seller being charged and credited for all
      of
      the same up to such date and Purchaser being charged and credited for all of
      the
      same on and after such date.  If the actual amounts to be prorated are
      not known as of the Closing Date, the proration 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    shall
      be
      made on the basis of the best information then available, and thereafter, when
      actual figures are received, a cash settlement will be made between Seller
      and
      Purchaser.  Seller shall be obligated to pay any and all taxes and
      assessments that arise as a result of change in land usage or ownership,
      including without limitation all "rollback" or other additional
      taxes.

     

    6.3.2  All
      deposits held by the providers of utility services to the Property shall, at
      Seller’s option, be refunded to the Seller by the appropriate utility providers,
      or be reimbursed to Seller by Purchaser at the Closing.  Purchaser
      shall be solely responsible to make arrangements for the continuation of utility
      services to the Property, including without limitation, the obligation to post
      new utility deposits in the event Seller elects to obtain a refund of Seller’s
      existing deposits from the providers of utility services.

     

    6.3.3  No
      proration shall be made in relation to delinquent rents existing as of the
      Closing Date ("Seller's Rents").  Purchaser shall use commercially
      reasonable efforts to collect the Seller's Rents; however, Purchaser shall
      not
      be required to file a law suit to collect such amounts.  All sums
      collected by Purchaser under any of the Leases will be first applied to rents
      and other amounts accruing under the Leases from and after the Closing Date
      that
      are then due and owing, and second to the Seller's Rents.  If
      Purchaser collects any Seller's Rents, Purchaser will promptly tender to Seller
      such Seller's Rents.  Purchaser's obligation to use commercially
      reasonable efforts to collect the Seller's Rents (as limited hereunder) and
      Purchaser's obligation to pay any collected Seller's Rents to Seller shall
      survive the Closing.  Seller shall have no right after Closing to take
      any action at law or in equity against a delinquent tenant to recover any Seller
      Rents.  In the event any Lease provides for payment of percentage
      rental or provides for reimbursement to landlord for real estate taxes or other
      expenses relating to the Property, Purchaser agrees to bill the tenant under
      such Lease for such percentage rental, taxes or other expenses in accordance
      with the terms of the Lease and, upon payment of such amount by the tenant,
      to
      promptly pay to Seller that portion allocable to the period prior to the Closing
      Date.  In addition, Seller shall certify to Purchaser as to the exact
      amount of any payments which have been made by any tenants under the Leases
      with
      respect to common area maintenance, Taxes, utility and insurance expenses or
      estimated expenses prior to Closing.  If any tenant under any Lease is
      entitled to any refund of any portion of expenses or estimated expenses
      collected on or before the Closing Date, Seller will tender to Purchaser at
      Closing the full amount of such refund or anticipated
      refund.  Further, if any such refund is determined to be owing after
      Closing, Seller will pay the full amount 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    thereof
      upon demand.

     

    6.3.4  All
      security deposits actually paid by tenants under the terms of the Leases shall
      be delivered to Purchaser at the Closing, and Purchaser will assume all
      liabilities and obligations of Seller in connection with such security
      deposits.  Seller and Purchaser agrees to cooperate to ensure that
      fully executed Tenant Letters are sent to all of the tenants at the Property
      within ten (10) days of the Closing.

     

    6.3.5  All
      (i)  unpaid tenant finishout or construction
      allowances or reimbursement obligations, if any, under the Leases in effect
      at
      Closing (“Unpaid Tenant Improvements Allowances”) and (ii)  unpaid leasing
      commissions, if any, for Leases in effect at Closing (“Unpaid Leasing
      Commissions”), will be paid by Seller to Purchaser at the Closing by the TILC
      Credit against the Purchase Price, and Purchaser will assume all liabilities
      and
      obligations of Seller in connection with the payment of the Unpaid Tenant
      Improvements Allowances and the Unpaid Leasing Commissions so
      credited.

     

    6.3.6  All
      amounts of Seller on deposit in the TIAA Escrows with or on behalf of TIAA
      will
      be paid by Purchaser to Seller at Closing and Purchaser, as the new borrower
      under the TIAA Loan, will have all right, title and interest in and to such
      deposits in the TIAA Escrows.

     

    6.3.7  The
      provisions of this Section 6.3 shall survive the Closing.

     

    6.4  In
      General.  Any other costs or charges of closing this transaction
      not specifically mentioned in this Agreement shall be paid and adjusted in
      accordance with local custom in Travis County, Texas.

     

    6.5  Purpose
      and Intent.  Except as expressly provided herein, the purpose and
      intent as to the provisions of prorations and apportionments set forth in this
      Section 6 and elsewhere in this Agreement is that Seller shall bear
      all expenses of ownership and operation of the Property and shall receive all
      income therefrom accruing through midnight at the end of the day preceding
      the
      Closing Date and Purchaser shall bear all such expenses and receive all such
      income accruing thereafter.

     

    
      	
              7.  

            	
              DAMAGE,
                DESTRUCTION OR
                CONDEMNATION.

            


    

     

    7.1  Material
      Event.  If, prior to Closing, (i) the Land and/or Improvements are
      damaged by a casualty or taken by condemnation or power of eminent domain and
      the value of 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    the
      property taken or cost of repair, as applicable, exceeds $1,000,000.00 (as
      determined by Seller and its contractors in consultation with Purchaser), or
      (ii)  the Improvements are damaged by an uninsured casualty for which
      Seller has elected (at Seller’s sole option) not to repair or provide to
      Purchaser at Closing a credit for the amount of the damage, or (iii) there
      is,
      in Purchaser's reasonable judgment, a written threat from an applicable
      governmental authority with the power of eminent domain that all or a material
      part (meaning that such taking will materially and adversely affect the
      operation of the shopping center on the Property) of the Property will be taken
      by condemnation or power of eminent domain (a "Material Event"), Purchaser
      may
      elect to terminate this Agreement by giving written notice of its election
      to
      Seller within five (5) business days after receiving written notice of such
      damage, taking or written threat of condemnation.  If Purchaser does
      not give such written notice within such five (5) business day period, this
      transaction shall be consummated on the date and at the Purchase Price provided
      for in Section 2, and Seller will assign to Purchaser the physical
      damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s
      portion of any condemnation award, in both cases, up to the amount of the
      Purchase Price, and, if an insured casualty, pay to Purchaser the amount of
      any
      deductible but not to exceed the amount of the loss.

     

    7.2  Immaterial
      Event.  If, prior to Closing, the Property is subject to a
      casualty or a condemnation event that is not a Material Event, Purchaser shall
      close this transaction on the date and at the Purchase Price agreed upon in
      Section 2, and Seller will assign to Purchaser the physical damage
      proceeds of any insurance policies payable to Seller, or Seller’s rights to any
      portion of any condemnation award, in both cases, up to the amount of the
      Purchase Price.

     

    7.3  Termination
      and Return of Deposit.  If Purchaser elects to exercise an option
      to terminate this Agreement pursuant to this Section 7, Seller shall
      promptly direct the Title Company to immediately return the Deposit to
      Purchaser, and neither party shall have any further rights or obligations
      hereunder liability hereunder except for those that expressly survive
      termination of this Agreement.

     

    
      	
              8.  

            	
              NOTICES.

            


    

     

    Any
      notice required or permitted to be given hereunder shall be deemed to be given
      when (1) hand delivered or (2) the date of receipt (or refusal) of delivery
      if
      delivery is by FedEx, or similar overnight express service (which maintains
      a
      record of receipt or refusal of delivery), or by facsimile (only as provided
      below) in either case addressed to the parties at their respective addresses
      referenced below:

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    If
      to
      Purchaser:                                                     Christopher
      Investment Company, Inc.

    351
      North Squirrel Road,
      #1

    Auburn
      Hills,
      Michigan  48326

    Attention:          
      Fred But

    Phone:                 (248)
      852-5288

    Fax:                      (248)
      852-6531

    


    With
      a
      copy
      to:                                                    Daniel
      P. Myrick, Esq.

    351
      North Squirrel Road,
      #1

    Auburn
      Hills, Michigan
      48326

    Attention:          Daniel
      P. Myrick, Esq.

    Phone:                
      (248) 852-5288

    Fax:                      (248)
      852-6531

    


    With
      a
      copy
      to:                                                    David
      Howard, Esq.

    16000
      North Dallas
      Parkway

    Suite
      225

    Dallas,
      Texas 75248

    Phone:                 (214)
      239-3684

    Fax:                      (214)
      242-2130

    


    
      	
              If
                to Seller:

            	
              Stratus
                Properties, Inc.

            


    

    98
      San Jacinto

    Suite
      220

    Austin,
      Texas  78701

    Attention:  William
      H.
      Armstrong, III

    Phone:                 (512)
      478-5788

    Fax:                      (512)
      478-6356

    


    With
      a
      copy
      to:                                                    Armbrust
& Brown, L.L.P.

    100
      Congress Avenue, Suite
      1300

    Austin,
      Texas  78701

    Attention:  Ken
      Jones,Esq.

    Phone:                 (512)
      435-2300

    Fax:                      (512)
      435-2360

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    or
      in
      each case to such other address as either party may from time to time designate
      by giving notice in writing to the other party.  Except for facsimile
      notices between 9:00 a.m. and 5:00 p.m. Detroit, Michigan time on a business
      day
      that are immediately followed up by an overnight courier delivery, telephone
      and
      facsimile numbers are for informational purposes only.  Effective
      notice will be deemed given only as provided above.

     

    
      	
              9.  

            	
              CLOSING
                AND ESCROW.

            


    

     

    9.1  Escrow
      Instructions.  Upon execution of this Agreement, the parties shall
      deliver an executed counterpart of this Agreement to the Title Company to serve
      as the instructions to the Title Company as the escrow holder for consummation
      of the transaction contemplated herein.  Seller and Purchaser agree to
      execute such additional and supplementary escrow instructions as may be
      appropriate to enable the Title Company to comply with the terms of this
      Agreement; provided, however that in the event of any conflict between the
      provisions of this Agreement and any supplementary escrow instructions, the
      terms of the Agreement shall prevail.

     

    9.2  Seller’s
      Deliveries.  Seller shall deliver either at the Closing or by
      making available at the Property, as appropriate, the following original
      documents, each executed and, if required, acknowledged:

     

    9.2.1  Special
      Warranty Deed to the Property in the form attached hereto as Exhibit
      9.2.1, subject to Permitted Encumbrances and other matters subsequently
      approved by Purchaser or Purchaser's counsel.

     

    9.2.2  A
      Bill of
      Sale in the form attached hereto as Exhibit 9.2.2 conveying the Personal
      Property.

     

    9.2.3  (i)
      The
      Leases described in Section 1.1.6 which are still in effect as of Closing
      and any new Leases or Lease Modifications entered into pursuant to Section
      4.4; (ii) a recertification and current Schedule of Leases and a listing of
      any tenant security deposits and prepaid rents held by Seller with respect
      to
      the Property; and (iii) an assignment of such leases, deposits, and prepaid
      rents by way of an Assignment and Assumption of Leases agreement in the form
      attached hereto as Exhibit 9.2.3.

     

    9.2.4  (i)
      Copies of all Contracts relating to the Property which Purchaser has elected
      to
      assume or which are not terminable by Seller on or before the Closing Date;
      

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    and
      (ii) an assignment of such Contracts to Purchaser by way of an Assignment
      and Assumption of Contracts Agreement, in the form attached hereto as Exhibit
      9.2.4.

     

    9.2.5  As
      available, all books and records at the Property held by or for the account
      of
      Seller, including, without limitation, plans and specifications and copies
      of
      all Permits and Warranties, to the extent in Seller's possession.

     

    9.2.6  An
      affidavit pursuant to the Foreign Investment in Real Property Tax Act in the
      form attached hereto as Exhibit 9.2.6.

     

    9.2.7  Tenant
      Estoppel Certificates as required by Section 3.9 to the extent not
      already provided to Purchaser.

     

    9.2.8  A
      recertification of the Seller’s representations and warranties as indicated in
      Section 5.1.

     

    9.2.9  A
      letter
      notifying tenants of the conveyance of the Property in the form attached hereto
      as Exhibit 9.2.9 (the “Tenant Letters”).

     

    9.2.10  A
      certificate as to parties in possession and debts and liens in a form reasonably
      required by the Title Company and acceptable to Seller.

     

    9.2.11  An
      assignment without warranty of all Permits, Warranties and the name "Escarpment
      Village."

     

    9.2.12  An
      assignment and assumption of the TIAA Loan reasonably acceptable to Purchaser,
      Seller and Mortgagee and otherwise in compliance with the terms and provisions
      hereof.

     

    9.2.13  The
      notices described in Section 9.6.

     

    9.2.14      An
      assignment of all Settlements in form reasonably acceptable to both
      parties.

    


    9.2.15       Such
      other documents as are reasonably required by the Title Company to consummate
      Closing.

    


    9.3  Purchaser's
      Deliveries.  At the Closing, Purchaser shall (i) pay Seller
      the Closing Funded Purchase Price and the amounts in the TIAA Escrows;
      (ii) execute the agreements referred 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    to
      in
Sections 9.2.1, 9.2.2, 9.2.3(iii), 9.2.4(ii), 9.2.9, 9.2.11,
9.2.12 and 9.2.14; (iii) execute all documents and instruments
      and
      deliver such certificates as are necessary to consummate Purchaser’s assumption
      of the TIAA Loan, and (iv) such other documents as are reasonably required
      by
      the Title Company to consummate Closing

     

    9.4  Possession.  Purchaser
      shall be entitled to possession of the Property upon conclusion of the Closing,
      subject only to Permitted Encumbrances and the rights of tenants in possession
      under Leases as permitted in this Agreement.

     

    9.5  Insurance.  Seller
      shall terminate its policies of insurance as of noon on the Closing Date, and
      Purchaser shall be responsible for obtaining its own insurance
      thereafter.

     

    9.6  Notice
      Letters.  Seller shall provide to Purchaser copies of form letters
      to contractors and utility companies serving the Property, advising them of
      the
      sale of the Property to Purchaser and directing to Purchaser all bills for
      the
      services provided to the Property on and after the Closing Date.

     

    9.7  Closing
      Documents.  For closing documents required to be furnished by
      Seller and Purchaser pursuant hereto that are not attached as exhibits, such
      documents shall be in form substantially similar to documents attached as
      exhibits hereto, if applicable; otherwise, in form, execution and substance
      reasonably satisfactory to the parties and their respective counsel; provided,
      however, that the provisions of this Section 9.7 shall not be
      construed to permit any party to impose any obligations, costs or risks on
      the
      other party that are not otherwise provided for under this
      Agreement.

     

    
      	
              10.  

            	
              DEFAULT;
                FAILURE OF CONDITION.

            


    

     

    10.1  Purchaser
      Default.  If Purchaser shall become in breach of or default under
      this Agreement and the breach or default continues beyond the expiration of
      the
      cure period set forth in Section 10.4, if any, the Deposit shall be
      retained by Seller as liquidated damages as Seller's sole and exclusive remedy,
      and both parties shall be relieved of and released from any further liability
      hereunder except for obligations that expressly survive termination of this
      Agreement.

     

    The
      foregoing notwithstanding, however, the recovery or retention of the Deposit
      by
      Seller will not limit Seller’s right to exercise other remedies available at law
      or equity should it become necessary to sue to enforce Purchaser’s obligations
      that survive termination and/or to recovery damages due to Purchaser’s breach of
      those obligations.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    10.2  Seller
      Default.  If Seller shall refuse or fail to convey the Property as
      herein provided for any reason other than (a) a default by Purchaser and
      the expiration of the cure period, if any, provided under
Section 10.4 hereof, (b) the existence of a Pending Default (as
      defined in and contemplated by Section 10.4), or (c) any other
      provision of this Agreement which permits Seller to terminate this Agreement
      or
      otherwise relieves Seller of the obligation to convey the Property, Purchaser
      shall be entitled, as its sole and exclusive remedy, to either
      (i) terminate the Agreement and recover the Deposit and all out of pocket
      costs and expenses incurred by Purchaser in connection with this Agreement
      including those for Purchaser’s due diligence and inspection activities in
      reviewing the Property up to an amount not to exceed $75,000.00;
      (ii) specifically enforce Seller's obligations to convey the Property by
      filing suit within forty-five (45) days after the latter of (x) the
      expiration of any cure period applicable to Seller's Default, or (y) the
      Closing Date.

     

    10.3  Failure
      of Condition.  If, prior to Closing, Seller discloses to Purchaser
      or Purchaser discovers that (i) title to the Property is subject to
      material defects, limitations or encumbrances other than Permitted Encumbrances;
      or (ii) any representation or warranty of Seller contained in this
      Agreement is or, as of the Closing Date, will be untrue in any material respect,
      then Purchaser shall have the option, as its sole and exclusive remedy, of
      either (1) terminating this Agreement and Seller shall promptly direct the
      Title
      Company to return the Deposit to Purchaser, provided that Purchaser shall not
      be
      in default hereunder, and neither party shall have any liability to the other
      except for those obligations that expressly survive termination of this
      Agreement; or (2) promptly giving Seller written notice of its objection thereto
      at which point Seller will have thirty (30) days to cure.  If
      Purchaser fails to waive any such objection by written notice to Seller within
      ten (10) days after notice from Seller that Seller will not cure the objection,
      this Agreement will terminate automatically and Seller shall promptly direct
      the
      Title Company to return the Deposit to Purchaser, provided that Purchaser shall
      not be in default hereunder, and neither party shall have any liability to
      the
      other except for those obligations that expressly survive the termination of
      this Agreement.

     

    10.4  Breach.  Should
      either party be in breach of or default under or otherwise fail to comply with
      any of the terms of this Agreement, except as otherwise provided in this
      Agreement, the complying party shall have the option to cancel this Agreement
      upon ten (10) days written notice to the other party of the alleged breach,
      default or failure and the failure by such other party to cure such breach,
      default or failure within such ten (10) day period.  The non
      defaulting party shall promptly notify the defaulting party in writing of any
      such alleged breach, default or failure upon obtaining knowledge
      thereof.  The Closing Date shall be extended to the extent necessary
      to 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    afford
      the defaulting party the full ten day period within which to cure such breach,
      default or failure; provided, however, that the failure or refusal by a party
      to
      perform on the scheduled Closing Date (except in respect of a Pending Default
      by
      the other party) shall be deemed to be an immediate default without the
      necessity of notice; and provided further, that if the Closing Date shall have
      been once extended as a result of default by a party, such party shall be not
      be
      entitled to any further notice or cure rights with respect to that or any other
      default.  For purposes of this Section 10.4, a "Pending
      Default" shall be a default for which (i) written notice was given by the
      non defaulting party, and (ii) the cure period extends beyond the scheduled
      Closing Date.

     

    
      	
              11.  

            	
              MISCELLANEOUS.

            


    

     

    11.1  Entire
      Agreement.  This Agreement, together with the Exhibits attached
      hereto, all of which are incorporated by reference, is the entire agreement
      between the parties with respect to the subject matter hereof, and no
      alteration, modification or interpretation hereof shall be binding unless in
      writing and signed by both parties.

     

    11.2  Severability.  If
      any provision of this Agreement or application to any party or circumstances
      shall be determined by any court of competent jurisdiction to be invalid and
      unenforceable to any extent, the remainder of this Agreement or the application
      of such provision to such person or circumstances, other than those as to which
      it is so determined invalid or unenforceable, shall not be affected thereby,
      and
      each provision hereof shall be valid and shall be enforced to the fullest extent
      permitted by law.

     

    11.3  Applicable
      Law.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF TEXAS.

     

    11.4  Assignability.  Except
      for an assignment (a “Permitted Assignment”) to an entity (a) in which Purchaser
      or an affiliate of Purchaser is a president, manager or general partner, or
      (b)
      which is owned and controlled by Greg Christopher, the owner of Purchaser,
      or
      the wife of Greg Christopher or the children of Greg Christopher, or (c) which
      is owned by trusts in which the grantor or beneficiaries are Greg Christopher,
      the wife of Greg Christopher or the children of Greg Christopher (the “Permitted
      Assignees”), Purchaser may not assign this Agreement without first obtaining
      Seller's written consent.  A Permitted Assignment may include an
      assignment of the Contract to any one or more of the Permitted Assignees so
      that
      the Property will be vested in undivided interests of one or more of the
      Permitted Assignees.  The foregoing notwithstanding, an assignment is
      only a Permitted Assignment if it has been approved by TIAA in writing as part
      of the Loan Assumption and if such Permitted Assignee assumes Purchasers
      obligations hereunder in 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    writing.  Any
      assignment in contravention of this provision shall be void.  No
      assignment shall release the Purchaser herein named from any obligation or
      liability under this Agreement.  Any assignee shall be deemed to have
      made any and all representations and warranties made by Purchaser hereunder,
      as
      if the assignee were the original signatory hereto.  If Purchaser
      requests Seller’s written consent to any assignment, Purchaser shall
      (1) notify Seller in writing of the proposed assignment; (2) provide
      Seller with the name and address of the proposed assignee; and (3) provide
      Seller with a copy of the proposed assignment.

     

    11.5  Successors
      Bound.  This Agreement shall be binding upon and inure to the
      benefit of Purchaser and Seller and their respective successors and permitted
      assigns.

     

    11.6  No
      Public Disclosure.  Purchaser shall make no public disclosure of
      the terms of this transaction, either before or after Closing, without the
      prior
      written consent of Seller, except that Purchaser may discuss the transaction
      in
      confidence with proposed joint venturers or prospective mortgagees.

     

    11.7  Captions.  The
      captions in this Agreement are inserted only as a matter of convenience and
      for
      reference and in no way define, limit or describe the scope of this Agreement
      or
      the scope or content of any of it provisions.

     

    11.8  Attorneys'
      Fees.  Notwithstanding anything to the contrary contained in
      Section 10 above, in the event of any litigation arising out of this Agreement,
      the prevailing party shall be entitled to reasonable attorneys' fees and
      costs.

     

    11.9  No
      Partnership.  Nothing contained in this Agreement shall be
      construed to create a partnership or joint venture between the parties or their
      successors in interest.

     

    11.10  Time
      of Essence.  Subject to the provisions of Section 10.3
      and 10.4 of this Agreement, time is of the essence in this
      Agreement.

     

    11.11  Counterparts.  This
      Agreement may be executed and delivered in any number of counterparts, each
      of
      which so executed and delivered shall be deemed to be an original and all of
      which shall constitute one and the same instrument.

     

    11.12  Recordation.  Purchaser
      and Seller agree not to record this Agreement or any memorandum hereof in the
      Real Property Records of Travis County, Texas.

     

    11.13  Proper
      Execution.  The submission by Purchasers to Seller of this
      Agreement in unsigned form shall be deemed to be a submission solely for
      Seller’s consideration and not for 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    acceptance
      and execution.  Such submission shall have no binding force and
      effect, shall not constitute an option, and shall not confer any rights upon
      Seller or impose any obligations upon Purchaser irrespective of any reliance
      thereon, change of position or partial performance.  The submission by
      Purchaser of this Agreement for execution by Seller and the actual execution
      and
      delivery thereof by Seller to Purchaser shall similarly have no binding force
      and effect on Purchaser unless and until Purchaser shall have executed this
      Agreement and the Deposit shall have been received by the Title Company and
      a
      counterpart thereof shall have been delivered to Seller.

     

    11.14  Tax
      Protest.  If, as a result of any tax protest or otherwise, any
      refund is paid or reduction of any real property or other tax or assessment
      is
      made available relating to the Property with respect to any period for which,
      under the terms of this Agreement, Seller is responsible, Seller shall be
      entitled to receive or retain such refund or the benefit of such reduction,
      less
      the equitable prorated costs of collection, and Purchaser shall be entitled
      to
      keep and retain the balance thereof.

     

    11.15  Survival
      and Limitation of Representations and Warranties.  The
      representations and warranties set forth in this Agreement are made as of the
      date of this Agreement and are remade as of the Closing Date and
Section 5.1 shall survive the Closing but written notification of
      any claim arising therefrom must be received by Seller within one (1) year
      of
      the Closing Date or six (6) months after Purchaser discovers or should have
      discovered such claim, or such claim shall be forever barred and Seller shall
      have no liability with respect thereto; provided, that in no event will such
      representation or warranties survive for longer than two (2) years after the
      Closing Date.  Seller shall have no liability to Purchaser for matters
      disclosed by Seller or discovered by Purchaser prior to Closing.  For
      matters disclosed or discovered prior to Closing, Purchaser's sole rights and
      remedies shall be as set forth in Section 10.3.

     

    11.16  Time
      to Execute and Deliver.  This Agreement shall be void if one fully
      executed original is not received by Purchaser on or before 1:00 p.m. Detroit,
      Michigan time on June 29, 2007.

     

    11.17  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 at, unless such last day is a
      Saturday, Sunday or legal holiday for national banks in the location where
      the
      Property is located, in which event the period shall run until the end of the
      next day which is neither a Saturday, Sunday, or legal holiday (such day, a
      "business day").  The last 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    day
      of
      any period of time described herein shall be deemed to end at 5:00 p.m. Detroit,
      Michigan time.

     

    11.18  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 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 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.

     

    11.19  Limitation
      of Liability.  Seller acknowledges that notwithstanding anything
      to the contrary contained in this Agreement, no director, officer, employee,
      shareholder, member, manager, partner or agent of Purchaser nor any of the
      directors, officers, employees, shareholders, members, managers, partners or
      agents of any of the directors, officers, employees, shareholders, members,
      managers, partners or agents of Purchaser nor any other person, partnership,
      corporation or trust, as principal of Purchaser, whether disclosed or
      undisclosed (collectively, the "Purchaser Exculpated Parties") shall have any
      personal obligation or liability under this Agreement, and Seller shall not
      seek
      to assert any claim or enforce any of its rights under this Agreement against
      any Purchaser Exculpated Party.  Purchaser acknowledges that
      notwithstanding anything to the contrary contained in this Agreement, no
      director, officer, employee, shareholder, member, manager, partner or agent
      of
      Seller nor any of the directors, officers, employees, shareholders, members,
      managers, partners or agents of any of the directors, officers, employees,
      shareholders, members, managers, partners or agents of Seller nor any other
      person, partnership, corporation or trust, as principal of Seller, whether
      disclosed or undisclosed (collectively, the "Seller Exculpated Parties") shall
      have any personal obligation or liability under this Agreement, and Purchaser
      shall not seek to assert any claim or enforce any of its rights under this
      Agreement against any Seller Exculpated Party.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    11.20  Effective
      Date.  The date a copy of this Agreement, executed by both Seller
      and Purchaser, is receipted by the Title Company shall be deemed to be the
      Effective Date.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Purchaser and Seller have executed this Agreement on the date
      set forth below, effective as of the date set forth above.

     

    
      	
               

            	
              SELLER:

            


    

    


    ESCARPMENT
      VILLAGE, L.P., a Texas Limited
      Partnership

    


    By:    ESCARPMENT
      VILLAGE MANAGEMENT, L.L.C.,

    a
      Texas limited liability company,
      its General Partner

    


    By:    CIRCLE
      C
      LAND, L.P., a Texas limited partnership,

    Manager

    


    By:    CIRCLE
      C
      GP, L.L.C., a Delaware limited

    liability
      company, General
      Partner

    


    By:   
STRATUS
      PROPERTIES INC., a Delaware

    corporation,
      Sole
      Member

    


    By:_______________________                                                          

    Name:_____________________                                                          

    Its:_______________________                                                          

    


    


    Date
      of
      Execution: ______________________

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


    PURCHASER:

    


    CHRISTOPHER
      INVESTMENT COMPANY, INC., 

    a
      Michigan corporation

    


    By:
      ____________________________________

    Name: __________________________________

    Title:
      ___________________________________

    


    Date
      of
      Execution: _________________________


    
      
             

        
        

      

      
        37

        
          

        

      

      
        
        

      

    



    WAIVER
      OF DECEPTIVE TRADE PRACTICES ACT

     

    TO
      THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, PURCHASER HEREBY WAIVES ALL OF THE
      PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT (THE
      TEXAS BUSINESS AND COMMERCE CODE; SECTION 17.41, ET SEQ.),
SAVE AND EXCEPT THE PROVISIONS OF SECTION 17.555 OF THE TEXAS BUSINESS
      AND COMMERCE CODE.  PURCHASER WARRANTS AND REPRESENTS TO SELLER THAT
      (A) PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION AS TO
      ANY PROVISION OF THIS AGREEMENT OR AS TO ANY MANNER CONTAINED HEREIN,
      (B) PURCHASER IS A SOPHISTICATED ENTITY AND (C) PURCHASER IS
      REPRESENTED BY LEGAL COUNSEL OF PURCHASER’S OWN CHOOSING IN SEEKING, ACQUIRING,
      AND PURCHASING THE PROPERTY AND IN NEGOTIATING THE TERMS OF THIS
      AGREEMENT.  FURTHER, THE CONSIDERATION FOR THE PURCHASE OF THE
      PROPERTY IS IN EXCESS OF FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
      ($500,000.00).  THIS WAIVER IS MADE KNOWINGLY.

     

    
      	
              PURCHASER:

            	
              CHRISTOPHER
                INVESTMENT COMPANY, 

              INC.,
                a Michigan corporation

            


    

    


    By: _______________________________                                                                       

    Printed
      Name:
      _______________________                    

    Title: ______________________________    

    


     

    Date:
      __________________________       

     

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    APPROVED
      BY
      COUNSEL                                            
_________________________________                                                          

    FOR
      PURCHASER:                                                           _________________________________

    


     

    By:
      _____________________________                                                                           

    Printed
      Name: _____________________

    Title:
      ____________________________

     

    Date:
      _____________________

    


     


    
      
               

        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    TITLE
      COMPANY RECEIPT

     

    Heritage
      Title Insurance Company of Austin, Inc. acknowledges receipt of this Agreement,
      executed by both Seller and Purchaser this _____ day of _________________,
      2007,
      and by execution hereof the Title Company hereby covenants and agrees to be
      bound by the terms of this Agreement.

     

    


    HERITAGE
      TITLE INSURANCE COMPANY
      OF

    AUSTIN,
      INC.

    


    


    By: ________________________________                                                                          

    Printed
      Name:
      ________________________                  

    Title: _______________________________  

    


     

    The
      Title
      Company acknowledges receipt of the Deposit in the amount of $_________________
      on this _________ day of __________, 2007.

     

    HERITAGE
      TITLE INSURANCE COMPANY

    


    


    


    By:
      _______________________________

    Name: _____________________________      

    Title:
      ______________________________

    


    



    
      
        
        

        
        

      

      
        40