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                                                                    Exhibit 10.7

                        AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS

            THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS ("Agreement") between GREIT- HAWTHORNE PLAZA, LP, A VIRGINIA
LIMITED PARTNERSHIP, ("Seller"), and TMG PARTNERS, A CALIFORNIA CORPORATION
("Buyer"), dated June 26, 2006 (for reference purposes only) is made and entered
into as of the later of (i) the date this Agreement is executed by Seller and
delivered to Buyer, or (ii) the date this Agreement is executed by Buyer and
delivered to Seller (the "Effective Date"), with reference to the following
facts:

      A.    Seller owns certain real property located in the City and County of
            San Francisco, State of California and more specifically described
            in Exhibit A attached hereto (the "Land"), commonly known as 75
            Hawthorne and 95 Hawthorne, San Francisco, California, and also
            sometimes referred to as Hawthorne Plaza, and such other assets, as
            the same are herein described.

      B.    Subject to the terms and conditions in this Agreement, Seller
            desires to sell the Property (as defined below) to Buyer and Buyer
            desires to purchase the Property from Seller on terms and conditions
            further set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, premises and
agreements herein contained, the parties hereto do hereby agree as follows:

1.    Purchase and Sale.

      The purchase and sale includes, and at Closing (hereinafter defined)
      Seller shall sell, assign, grant and transfer to Buyer, all of Seller's
      right and title, estate interest in and to all of the following
      (hereinafter sometimes collectively, the "Property"):

      1.1   The Land, described on Exhibit A attached hereto, together with all
            structures, buildings, improvements, machinery, fixtures, and
            equipment affixed or attached to the Land and all easements and
            rights appurtenant thereto (collectively, the "Improvements"),
            including: (i) all easements, privileges and rights belonging or in
            any way appurtenant to the Land, (ii) any land lying in the bed of
            any street, road, alley or right-of-way, open or closed, adjacent to
            or abutting the Land, and (iii) any and all air rights, subsurface
            rights, development rights, and water rights belonging to or in
            anywise appertaining to the Land (all of the foregoing being
            collectively referred to herein as the "Real Property");

      1.2   All leases, licenses, tenancy and other occupancy agreements (the
            "Leases"), including associated amendments, with all persons
            ("Tenants") leasing the Real Property or any part thereof as of the
            Effective Date, and any other Leases pertaining to the Real Property
            or any portion thereof that are entered into by


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            Seller after the date of this Agreement and prior to the Closing in
            accordance with the terms of this Agreement, in each case to the
            extent approved by Buyer (or deemed approved by Buyer) in accordance
            with this Agreement, together with all security deposits, other
            deposits held in connection with the Leases, and all of Seller's
            right, title and interest in and to all guarantees, letters of
            credit and other similar credit enhancements providing additional
            security for such Leases;

      1.3   All tangible and intangible personal property owned by Seller
            located on or used in connection with the Real Property, including,
            specifically, without limitation, all sculptures, paintings and
            other artwork, all equipment, furniture, tools and supplies, all
            plans and specifications and other architectural and engineering
            drawings, if any, with respect to the Land and the Improvements, and
            any other personal property and all related intangibles as are owned
            by Seller and currently located in, on or about or are used for the
            operation, maintenance, administration or repair of the Real
            Property, including Seller's interest, if any, in the common name of
            the Real Property (the "Personal Property");

      1.4   All service, maintenance, construction and other contracts,
            agreements, warranties and guaranties relating to the operation of
            the Property as of the Effective Date, to the extent assignable
            (excluding Seller's existing property management contract with
            Triple Net Properties Realty Inc.), and any other service,
            maintenance, construction and other contracts, agreements,
            warranties and guaranties pertaining to the Property that are
            entered into by Seller after the date of this Agreement and prior to
            the Closing in accordance with the terms of this Agreement, in each
            case to the extent approved by Buyer in accordance with this
            Agreement (collectively, the "Contracts") provided, however, any
            Contracts not so approved by Buyer shall be terminated by Seller on
            or before the Closing; and

      1.5   To the extent transferable, all building permits, certificates of
            occupancy and other certificates, permits, consents, authorizations,
            variances or waivers, dedications, subdivision maps, licenses and
            approvals from any governmental or quasi-governmental agency,
            department, board, commission, bureau or other entity or
            instrumentality relating to the Property (the "Permits").

2.    Purchase Price.

      Subject to the charges, prorations and other adjustments set forth in this
      Agreement, the total purchase price of the Property shall be One Hundred
      Twenty Seven Million Dollars ($127,000,000.00) ("Purchase Price") payable
      as follows:

      2.1   Deposits/Further Payments.

            2.1.1 No later than two (2) business days after the Effective Date,
                  Buyer shall deposit into Escrow the amount of Two Million
                  Dollars ($2,000,000.00) (the "Initial Deposit"), in the form
                  of a wire transfer payable to an escrow

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                  to be established with Chicago Title Insurance Company (the
                  "Escrow Holder") at One Kaiser Plaza, Suite 745, Oakland, CA
                  94612 (Attn: Kris Owens). The Initial Deposit shall be fully
                  refundable to Buyer until 5:00 p.m. (Pacific Daylight Time) on
                  the last day of the Inspection Period (the "Due Diligence
                  Expiration Date").

            2.1.2 Provided that Buyer has not earlier elected to terminate this
                  Agreement as otherwise permitted by this Agreement on or
                  before the Due Diligence Expiration Date, Buyer shall deposit
                  into Escrow the additional amount of Two Million Dollars
                  ($2,000,000.00) (the "Additional Deposit") no later than 5:00
                  p.m. (Pacific Daylight Time) on the Due Diligence Expiration
                  Date. As used in this Agreement, the term "Deposit" means the
                  Initial Deposit, the Additional Deposit and all amounts which,
                  at the time in question, shall have been deposited into escrow
                  or paid directly to Seller as deposits by Buyer.

            2.1.3 At the Closing, the Deposit shall be applied and credited
                  toward the payment of the Purchase Price. If the Closing does
                  not occur for any reason other than a material default by
                  Buyer, the Deposit will be returned to Buyer by Escrow Holder.
                  If the Closing does not occur as a result of material default
                  by Buyer hereunder and this Agreement is terminated in
                  accordance with this Agreement, the Deposit shall be paid to
                  Seller as liquidated damages as described in Section 14.2 of
                  this Agreement.

            2.1.4 Escrow Holder shall place the Deposit into an interest-bearing
                  money market account at a bank or other financial institution
                  reasonably satisfactory to Buyer, and interest thereon shall
                  be credited to Buyer's account.

      2.2   On or before Closing, Buyer shall deposit into Escrow the balance of
            the Purchase Price, subject to the closing adjustments, credits and
            prorations contemplated by this Agreement, by wire transfer payable
            to Escrow Holder.

3.    Title to Property.

      During the Inspection Period (hereafter defined), Buyer shall review and
      approve the Title Documents (hereinafter defined) and the Survey
      (hereinafter defined). If the Title Documents or Survey reflect or
      disclose any defect, exception or other matter affecting the Property
      ("Title Defects") that is unacceptable to Buyer, then prior to the
      expiration of the Inspection Period, Buyer shall provide Seller with
      written notice of Buyer's objections. Seller may, at its sole option,
      elect to cure or remove the objections made by Buyer provided that Seller
      provides written notice to Buyer before the expiration of the Inspection
      Period that Seller intends to cure Buyer's title objections before the
      Closing. Should Seller elect to attempt to cure or remove the objection,
      then Seller shall cause removal of such disapproved exceptions from title
      before Closing, taking such action, at


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      Seller's sole cost and expense to do so, and it shall be a condition
      precedent to Buyer's obligation to acquire the Property that Seller cures
      such title objection prior to the Closing, and only the Title Defects to
      which Buyer did not object shall be deemed to be "Permitted Exceptions".
      If Seller does not provide written notice to Buyer before the expiration
      of the Inspection Period that Seller intends to cure Buyer's title
      objections, Seller shall be deemed to have elected not to cure or remove
      Buyer's title objections, and Buyer shall be entitled, as Buyer's sole and
      exclusive remedy, either to (i) terminate this Agreement and obtain a
      refund of the Deposit by providing written notice of termination to Seller
      before the end of the Inspection Period and returning the Due Diligence
      Items (hereinafter defined) or (ii) waive the objections and close this
      transaction as otherwise contemplated herein, in which case all matters
      shown on the Survey and all matters described in the Title Report, except
      for monetary liens for indebtedness of the Seller and any other matters
      the Seller has agreed to cure in writing, shall be deemed "Permitted
      Exceptions."

4.    Due Diligence Items.

      4.1   Seller shall deliver to Buyer each of the following within three (3)
            business days of the Effective Date (together with the items
            described in Section 4.2, collectively, the "Due Diligence items"):

            4.1.1 Any existing survey of the Property, in Seller's possession
                  (the "Survey");

            4.1.2 A current preliminary title report or title commitment (the
                  "Title Report") for the issuance of a standard coverage
                  owner's policy of title insurance, with standard provisions
                  and exceptions (the "Title Policy") to Buyer from the Escrow
                  Holder, together with copies of all documents constituting
                  exceptions to the title as reflected in the Title Report
                  (collectively referred to hereinafter as the "Title
                  Documents");

            4.1.3 A list of all Leases and a list of all Contracts, including
                  service contracts, warranties, management, maintenance,
                  leasing commission or other agreements affecting the Property,
                  if any, together with copies of each Lease and each Contract;

            4.1.4 True and correct copies of the real estate and personal
                  property tax statements covering the Property or any part
                  thereof for each of the two (2) years prior to the current
                  year and, if available, for the current year;

            4.1.5 A schedule of all current or pending litigation with respect
                  to the Property or any part, thereof, if any;

            4.1.6 Operating statements for the most recent two full calendar
                  years and monthly operating statements for the calendar year
                  to date;


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            4.1.7 An inventory of all personal property located on the Property,
                  used in the maintenance of the Property or stored for future
                  use at the Property and an inventory of all furniture and
                  appliances used in the units, if any.

            4.1.8 A rent roll of the Property in the form prepared by the
                  Seller's property manager in the normal course of Seller's
                  business (provided, however, that Seller shall not be deemed
                  to have made any representation or warranty whatsoever with
                  regard to the rent roll, except as provided in Section 8.1.1
                  of this Agreement),

      4.2   Seller shall make the following available for inspection and copying
            by Buyer during ordinary business hours at Seller's management
            office in San Francisco, California, within three (3) business days
            after the Effective Date (excepting for items described in Section
            4.2.4, which shall be provided by Seller as soon as reasonably
            practicable following Buyer's written request therefore):

            4.2.1 All site plans, leasing plans, as-built plans, drawings,
                  environmental, mechanical, electrical, structural, soils and
                  similar reports and/or audits and plans and specifications
                  relative to the Property in the possession of Seller, if any;

            4.2.2 The tenant files, books and records relating to the ownership
                  and operation of the Property;

            4.2.3 All permits, licenses, approvals and other entitlements
                  relating to the Property in the possession of Seller; and

            4.2.4. Such other material records and documentation relating to the
                  Property in Seller's possession, excluding Seller's
                  confidential materials, as Buyer may reasonably request.

5.    Inspections; Tenant Meetings

      5.1   Buyer and its authorized consultants, contractors, representatives
            and agents shall have a temporary non-exclusive license to enter and
            conduct non-invasive feasibility, environmental, and physical
            studies, surveys and inspections of the Property that Buyer may deem
            necessary or advisable (the "Inspections") at any time during the
            Inspection Period, on the terms set forth in this Article 5. Buyer
            shall not conduct invasive testing of any kind, including without
            limitation, "Phase II" environmental testing without Seller's
            consent. Buyer's right to conduct the Inspections shall be subject
            to rights of Tenants and shall be subject to such conditions as may
            be reasonably imposed by the Seller in order to avoid disruption at
            the Property.


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      5.2   Buyer must arrange all Inspections of the Property with Seller at
            least two (2) business days in advance of any Inspections. Buyer and
            its agents shall maintain equipment and other materials in an
            orderly manner while they are located on the Property and to
            maintain them in locations specified by Seller. Buyer agrees to
            remove all debris and trash resulting from the Inspections on a
            daily basis and to remove all equipment and other materials used by
            Buyer or its agents as soon as the activity for which such equipment
            and other materials are used is completed. Buyer and its agents
            shall take all appropriate measures for the safety of persons and
            property on the Property and shall comply with all applicable legal
            requirements. Buyer shall restore any damage to the Property
            resulting from the Inspections including but not limited to repair
            of surface openings resulting from tests. Buyer shall promptly
            provide to Seller a copy of all reports and test results prepared or
            furnished in connection with the Inspections.

      5.3   In the event that the Inspections show any fact, matter or condition
            to exist with respect to the Property that is unacceptable to Buyer,
            in Buyer's sole subjective discretion, then Buyer shall be entitled,
            as its sole and exclusive remedy, to (1) terminate this Agreement
            and obtain a refund of the Deposit, or (2) waive the objection, and
            close the transaction as otherwise contemplated herein. Buyer agrees
            to promptly discharge any liens that may be imposed against the
            Property as a result of the Inspections and to defend, indemnify and
            hold Seller harmless from all, claims, suits, losses, costs,
            expenses (including without limitation court costs and attorneys'
            fees), liabilities, judgments and damages incurred by Seller as a
            result of any Inspections.

      5.4   Buyer shall indemnify, save and hold Seller and Seller's officers,
            agents, employees, directors, trustees, invitees, successors, and
            assigns (collectively "Indemnitees") harmless against all losses,
            costs, expenses, liabilities, claims, litigation, demands,
            proceedings and damages (including but not limited to attorney's
            fees) suffered or incurred by Seller or any such Indemnitees arising
            out of and limited to the Inspections, provided that Buyer shall not
            incur any liability due to its discovery, without exacerbation of
            the condition of any Hazardous Materials or other circumstances at
            the Property. Buyer waives any claims against Seller arising out of
            the Inspections or this Agreement except to the extent such claims
            arise from Seller's negligence or willful misconduct. Buyer hereby
            assumes all responsibility for claims against Seller by the
            contractors, subcontractors, employees, and agents of Buyer except
            to the extent such claims arise from Seller's negligence or willful
            misconduct. The obligations of Buyer described in Section 5.4 shall
            survive the Closing or any termination of this Agreement.

      5.5   Buyer shall, during the term of this Agreement and at all times
            during which access is available to it, require its subcontractors
            and agents, to maintain insurance, in form and substance reasonably
            satisfactory to Seller, with insurance companies acceptable to
            Seller, the following insurance: Comprehensive General


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            Liability or Commercial General Liability Insurance, with limits of
            not less than One Million Dollars ($1,000,000) combined single limit
            per occurrence and not less than Two Million Dollars ($2,000,000) on
            a general aggregate basis, for bodily injury, death and property
            damage. Each policy of insurance shall name Seller as an additional
            insured. Further, each policy of insurance shall state that such
            policy is primary and noncontributing with any insurance carried by
            Seller. Such policy shall contain a provision that the naming of the
            additional insured shall not negate any right the additional insured
            would have had as a claimant under the policy if not so named and
            shall contain severability of interest and cross-liability clauses.
            A certificate, together with any endorsements to the policy required
            to evidence the coverage which is to be obtained hereunder, shall be
            delivered to Seller prior to entry on the Property. The certificate
            shall expressly provide that no less than thirty (30) days prior
            written notice shall be given Seller in the event of any material
            alteration to or cancellation of the coverages evidenced by said
            certificate. A renewal certificate for each of the policies required
            in this Section shall be delivered to Seller not less than thirty
            (30) days prior to the expiration date of the term of such policy.
            Any policies required by the provisions of this Section may be made
            a part of a blanket policy of insurance with a "per project, per
            location endorsement" so long as such blanket policy contains all of
            the provisions required herein and does not reduce the coverage,
            impair the rights of the other party to this Agreement or negate the
            requirements of this Agreement.

      5.6   During the course of its performance of the Inspections, Buyer will
            acquire knowledge concerning the Property or Seller, or knowledge of
            other matters of a sensitive business nature (collectively,
            "Privileged Information"). Except as described below, neither Buyer
            nor its agents shall disclose to any third party, publicize or
            suffer or permit any of their respective employees to so disclose or
            publicize any such Privileged Information, other than to
            consultants, attorneys and agents as necessary for the Buyer's
            inspection and analysis of the Property, and Buyer's potential
            lenders and equity investors. In the event that Buyer believes in
            good faith that it is required by any legal requirement to disclose
            any such Privileged Information, then Buyer shall immediately notify
            Seller of such belief and the reasons for such belief. If Seller
            within 10 days after receipt of such notice, advises the party that
            sent the notice that Seller shall itself disclose the information,
            then Buyer shall not make such disclosure (unless either such party
            reasonably believes that it must disclose such information by law).
            If Buyer reasonably believes that such disclosure is required to be
            made in less than the 10-day period, then the notice to Seller shall
            so state and Seller's time to respond will be reduced accordingly.

      5.7   Buyer may contact tenants or other occupants of the Real Property
            during normal business hours on any day after the Effective Date
            provided that Buyer delivers at least two (2) business days prior
            written notice of any such meetings or calls to Seller and, if
            Seller so elects, Seller shall be allowed to accompany Buyer to any


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            meeting or participate in any such call. The obligations of Buyer
            described in this Article 5 shall survive any termination of this
            Agreement except as provided otherwise in this Article 5.

      5.8   Seller acknowledges that, as a part of Buyer's due diligence review
            of the Property, Buyer requires further information regarding the
            status of possible reassessments of the Property attributable to the
            period of Seller's ownership of the Property. Seller has had
            discussions with the Assessor's Office for the City and County of
            San Francisco regarding expected reassessments and has provided the
            Assessor's Office with information to assist in establishing the
            appropriate reassessment. Following the Effective Date, Seller shall
            use commercially reasonable efforts to cooperate with Buyer's review
            of such tax matters, and in connection therewith, Seller shall make
            available its tax consultant to discuss such matters with Buyer and
            shall authorize Buyer to discuss such matters with the Assessor's
            Office (in both cases, with a representative of Seller available if
            Seller so requests).

6.    Approval.

      6.1   Buyer shall have the period commencing on the Effective Date and
            ending on the date that is thirty-five (35) days after the earlier
            of (a) the date on which Seller notifies Buyer in writing that the
            condition set forth in Section 10.2.2 below has been satisfied, or
            (b) the date on which such condition is deemed satisfied as provided
            in Section 10.2.2 below (such period being referred to herein as the
            "Inspection Period") to approve or disapprove the Inspections
            (which, for the purposes hereof, shall include Buyer's review and
            approval or disapproval of the Due Diligence Items and all other
            aspects of Buyer's due diligence review of the Property). If Buyer
            shall fail to notify Seller and Escrow Holder of its disapproval of
            the Inspections in writing within the Inspection Period, the
            condition of the Property shall be deemed approved. If Buyer shall
            disapprove the Inspections within the Inspection Period, this
            Agreement and the Escrow shall thereupon be terminated, the Deposit
            shall be immediately returned to Buyer, Buyer shall not be entitled
            to purchase the Property, Seller shall not be obligated to sell the
            Property to Buyer, and the parties shall be relieved of any further
            obligation to each other with respect to the Property, except for
            the obligations of Buyer in Section 5.4 of this Agreement.

      6.2   Notwithstanding anything to the contrary contained herein, Buyer
            hereby agrees that, in the event this Agreement is terminated for
            any reason, then Buyer shall promptly and at its sole expense return
            to Seller all Due Diligence Items which have been delivered by
            Seller to Buyer in connection with the Inspections, along with
            copies of all reports, drawings, plans, studies, summaries, surveys,
            maps and other data prepared by third parties relating to the
            Property, subject to restrictions on Buyer's ability to make any
            such materials available to Seller that are imposed in any agreement
            with a third party consultant preparing any such reports or


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            materials ("Buyer's Reports"); provided, however, that delivery of
            such copies and information by Buyer shall be without warranty or
            representation whatsoever, express or implied, including without
            limitations, any warranty or representation as to ownership,
            accuracy, adequacy or completeness thereof or otherwise.

      6.3   On or before the end of the Inspection Period, Buyer will designate
            in a written notice to Seller which Contracts Buyer will assume and
            which Contracts must be terminated by Seller at Closing. Taking into
            account any credits or prorations to be made pursuant to this
            Agreement for payments coming due after Closing but accruing prior
            to Closing, Buyer will assume the obligations arising from and after
            the Closing Date under those Contracts which Buyer has designated
            will not be terminated. At Seller's expense, Seller shall terminate
            at Closing all Contracts that are not so assumed.

7.    Escrow.

      7.1   Opening.

            7.1.1 The purchase and sale of the Property shall be consummated
                  through an escrow ("Escrow") to be opened with Escrow Holder
                  within two (2) business days after the Effective Date. Escrow
                  shall be deemed to be opened as of the date fully executed
                  copies (or counterparts) of this Agreement are delivered to
                  Escrow Holder by Buyer and Seller ("Opening of Escrow"). This
                  Agreement shall be considered as the escrow instructions
                  between the parties, with such further instructions as Escrow
                  Holder in order to clarify its duties and responsibilities
                  shall require or as required by either Buyer and/or Seller. If
                  Escrow Holder shall require further Escrow instructions,
                  Escrow Holder may prepare such instructions on its usual form.
                  Such further instructions shall be promptly signed by Buyer
                  and Seller and returned to Escrow Holder within three (3)
                  business days of receipt thereof. In the event of any conflict
                  between the terms and conditions of this Agreement and any
                  further instructions from Escrow Holder, Buyer or Seller, the
                  terms and conditions of this Agreement shall control.

      7.2   Closing.

            7.2.1 Escrow shall close ("Closing") on the date that is thirty (30)
                  days following the end of the Inspection Period, or such
                  earlier date as shall be mutually agreed to by the parties.


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      7.3   Buyer Required to Deliver.

            Buyer shall deliver to Escrow the following:

            7.3.1 No later than two (2) business days after the Effective Date,
                  the Initial Deposit, as described in Section 2.1 above;

            7.3.2 On or before Closing, the Purchase Price, subject to the
                  closing adjustments, credits and prorations contemplated
                  hereby;

            7.3.3 On or before Closing, such other documents as Title Company
                  may reasonably require from Buyer in order to issue the Title
                  Policy;

            7.3.4 An original counterpart executed by Buyer of an assignment and
                  assumption agreement (the "Assignment and Assumption
                  Agreement") in substantially the form attached hereto as
                  Exhibit B, whereby Seller assigns and conveys to Buyer all of
                  Seller's right, title and interest in and to, and Buyer
                  assumes all of Seller's obligations under, the Leases and the
                  Contracts and the Permits to be assumed by Buyer under this
                  Agreement on terms and conditions set forth in the Assignment
                  and Assumption Agreement;

            7.3.5 A counterpart closing statement (the "Closing Statement")
                  setting forth the Purchase Price and all amounts charged
                  against Buyer pursuant to Section 7.7 of this Agreement.

      7.4   Seller Required to Deliver,

            On or before Closing, Seller shall deliver to Escrow the following:

            7.4.1 A duly executed and acknowledged grant deed, conveying fee
                  title to the Property in favor of Buyer (the "Deed") except
                  that the amount of transfer tax shall not be shown on the
                  Deed, but shall be set forth on a separate affidavit or
                  instrument which, after recordation of the Deed, shall be
                  attached thereto so that the amount of such transfer tax shall
                  not be of record. The Deed shall be in the form of Exhibit C
                  to this Agreement.

            7.4.2 An executed original certificate of non-foreign status for
                  Seller ("FIRPTA Certificate") and an executed original
                  California withholding exemption certificate (Form 593-C);


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            7.4.3 A bill of sale of the Personal Property, if any, without
                  warranty, in favor of Buyer and duly executed by Seller, in
                  substantially the form attached hereto as Exhibit D;

            7.4.4 An original counterpart executed by Seller of the Assignment
                  and Assumption Agreement;

            7.4.5 A counterpart Closing Statement setting forth the Purchase
                  Price and all amounts charged against Seller pursuant to
                  Section 7.7 of this Agreement;

            7.4.6 Such other documents as Escrow Holder may reasonably require
                  from Seller in order to issue the Title Policy, including,
                  without limitation, an Owner's Affidavit and a certified list
                  of all Leases as of Closing;

            7.4.7 A letter from Seller addressed to each Tenant informing such
                  Tenant of the change in ownership and directing that future
                  rent payments be made to Buyer and a letter to each vendor
                  under each Contract informing such vendor of the change in
                  ownership and the address for contacting Buyer;

            7.4.8 All keys to all buildings and other improvements located on
                  the Property, combinations to any safes thereon, and security
                  devices therein in Seller's possession;

            7.4.9 All records and files relating to the management or operation
                  of the Property, including, without limitation, all insurance
                  policies, all security contracts, all tenant files (including
                  correspondence), property tax bills, and all calculations used
                  to prepare statements of rental increases under the Leases and
                  statements of common area charges, insurance, property taxes
                  and other charges which are paid by tenants of the Project;
                  and

           7.4.10 Original letters of credit posted by any Tenants as security
                  deposits under Leases, together with a completed transfer of
                  beneficiary form for each such letter of credit, as required
                  to effect a post-closing assignment of such letters of credit
                  to Buyer.

           7.4.11 Such evidence as shall reasonably establish that Seller's
                  execution of this Agreement and its execution of any documents
                  required to be executed by Seller hereunder and performance of
                  all of its other obligations hereunder have been duly
                  authorized and that the person or persons executing this
                  Agreement on behalf of Seller have been duly authorized and
                  empowered to do so, and that Seller is duly organized, validly
                  existing and in good standing under the laws of the State of
                  Virginia.


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           7.4.12  An original of the Guaranty (as defined below), executed by
                   GREIT, Inc., as guarantor.

      7.5   Costs.

            7.5.1 Seller shall pay the following closing costs: (i) all fees and
                  costs for releasing all encumbrances, liens and security
                  interests of record which are not Permitted Exceptions; (ii)
                  the title premium for the basic CLTA policy, not to exceed
                  $0.22 per thousand, (iii) fifty percent (50%) of the escrow
                  fees or escrow cancellation fees, which fifty percent (50%)
                  share shall not exceed $2,000.00; and (iv) all county
                  documentary or other transfer taxes payable upon recordation
                  of the Deed. Buyer shall pay the following closing costs: (x)
                  the total premium for Buyer's policy of title insurance other
                  than the amount to be paid by Seller under clause (ii) above;
                  (y) any and all costs, fees, title insurance premiums and
                  other charges payable in connection with any financing
                  obtained by Buyer to acquire the Property, including all
                  escrow fees relating to the funding and/or recordation of such
                  financing; and (z) all escrow fees or escrow cancellation fees
                  other than the amount to be paid by Seller under clause (iii)
                  above. All other closing costs shall be paid by the parties in
                  accordance with the custom then prevailing in the County in
                  which the Real Property is located.

      7.6   Prorations,

            7.6.1 Items to be Prorated, The following shall be prorated between
                  Seller and Buyer as of the Closing with the Buyer being deemed
                  the owner of the Property as of the Closing:

                  (a) Taxes and Assessments All non-delinquent real property
                  taxes, assessments and other governmental impositions of any
                  kind or nature, including, without limitation, any special
                  assessments or similar charges (collectively, "Taxes") shall
                  be prorated as of the Closing Date. With respect to any
                  portion of the Taxes which are payable by any Tenant directly
                  to the authorities, no proration or adjustment shall be made.
                  If the Closing Date occurs before the tax rate or assessment
                  is fixed, the proration of such taxes and assessments by
                  Escrow Holder shall be made at the Closing based upon the most
                  recent tax bills available. With respect to all periods for
                  which Seller has paid Taxes, Seller hereby reserves the right
                  to institute or continue any proceeding or proceedings for the
                  reduction of the assessed valuation of the Property, and, in
                  its sole discretion, to settle the same. Seller shall have
                  sole authority to control the progress of, and to make all
                  decisions with respect to, such proceedings but shall provide
                  Buyer with copies of all communications with the taxing
                  authorities. All net tax refunds and credits attributable to
                  any period prior to the Closing which Seller has paid or for
                  which Seller


                                       12
<PAGE>
                  has given a credit to Buyer shall belong to and be the
                  property of Seller, provided, however, that any such refunds
                  and credits that are the property of Tenants under Leases
                  shall be promptly remitted by Seller directly to such Tenants
                  or to Buyer for the credit of such Tenants. All net tax
                  refunds and credits attributable to any period subsequent to
                  the Closing shall belong to and be the property of Buyer.
                  Buyer agrees to cooperate with Seller, without cost or
                  liability to Buyer, in connection with the prosecution of any
                  such proceedings and to take all steps, whether before or
                  after the Closing, as may be necessary to carry out the
                  intention of this subsection, including the delivery to
                  Seller, upon demand, of any relevant books and records,
                  including receipted tax bills and cancelled checks used in
                  payment of such taxes, the execution of any and all consent or
                  other documents, and the undertaking of any acts necessary for
                  the collection of such refund by Seller. Buyer agrees that, as
                  a condition to the transfer of the Property by Buyer, Buyer
                  will use commercially reasonably efforts to cause any
                  transferee to assume the obligations set forth herein.

                  (b) Rents Buyer will receive a credit at the Closing for all
                  rents collected by Seller prior to the Closing and allocable
                  to the period from and after the Closing based upon the actual
                  number of days in the month. No credit shall be given the
                  Seller for accrued and unpaid rent or any other non-current
                  sums due from Tenants until these sums are paid, and Seller
                  shall retain the right to collect any such rent provided
                  Seller does not sue to evict any tenants or terminate any
                  Tenant Leases. Buyer shall cooperate with Seller after the
                  Closing to collect any rent under the Tenant Leases which has
                  accrued as of the Closing; provided, however, Buyer shall not
                  be obligated to sue any Tenants or exercise any legal remedies
                  under the Tenant Leases or to incur any expense over and above
                  its own regular collection expenses. All payments collected
                  from Tenants after the Closing shall first be applied to the
                  month in which the Closing occurs, then to any rent due to
                  Buyer for the period after Closing and finally to any rent due
                  to Seller for the period prior to Closing; provided, however,
                  notwithstanding the foregoing, if Seller collects after
                  Closing, through its own collection efforts, any payments from
                  Tenants that are attributable to periods prior to Closing,
                  Seller may first apply such payments to rent due the Seller
                  for the period prior to Closing. If any rent payments that are
                  attributable to periods following Closing are inadvertently
                  paid to Seller, Seller shall immediately deliver all such
                  amounts to Buyer.

                  (c) CAM Expenses To the extent that Tenants are reimbursing
                  the landlord for common area maintenance and other operating
                  expenses (collectively, "CAM Charges"), CAM Charges shall be
                  prorated at Closing and again subsequent to Closing, as of the
                  date of Closing on a


                                       13
<PAGE>
                  lease-by-lease basis with each party being entitled to receive
                  a portion of the CAM Charges payable under each Lease for the
                  CAM Lease Year in which Closing occurs, which portion shall be
                  equal to the actual CAM Charges incurred during the party's
                  respective periods of ownership of the Property during the CAM
                  Lease Year. As used herein, the term "CAM Lease Year" means
                  the twelve (12) month period as to which annual CAM Charges
                  are owed under each Lease. Five (5) days prior to Closing the
                  Seller shall submit to Buyer an itemization of its actual CAM
                  Charges operating expenses through such date and the amount of
                  CAM Charges received by the Seller as of such date, together
                  with an estimate of CAM Charges to be incurred to, but not
                  including, the Closing. In the event that the Seller has
                  received CAM Charges payments in excess of its actual CAM
                  Charges operating expenses, the Buyer shall be entitled to
                  receive a credit against the Purchase Price for the excess. In
                  the event that the Seller has received CAM Charges payments
                  less than its actual CAM Charges operating expenses, to the
                  extent that the Leases provide for a "true up" at the end of
                  the CAM Lease Year, the Seller shall be entitled to receive
                  any deficit but only after the Buyer has received any true up
                  payment from the Tenant. Upon receipt by either party of any
                  CAM Charge true up payment from a Tenant, the party receiving
                  the same shall provide to the other party its allocable share
                  of the "true up" payment within five (5) days of the receipt
                  thereof.

                  (d) Operating Expenses All operating expenses (including all
                  charges under the service contracts and agreements assumed by
                  Buyer) shall be prorated, and as to each service provider,
                  operating expenses payable or paid to such service provider in
                  respect to the billing period of such service provider in
                  which the Closing occurs (the "Current Billing Period"), shall
                  be prorated on a per diem basis based upon the number of days
                  in the Current Billing Period prior to the Closing and the
                  number of days in the Current Billing Period from and after
                  the Closing, and assuming that all charges are incurred
                  uniformly during the Current Billing Period. If actual bills
                  for the Current Billing Period are unavailable as of the
                  Closing, then such proration shall be made on an estimated
                  basis based upon the most recently issued bills, subject to
                  readjustment upon receipt of actual bills. Notwithstanding the
                  foregoing, all bills for work performed at or for the benefit
                  of the Property prior to Closing shall be paid in full by
                  Seller prior to Closing and shall not be the responsibility of
                  Buyer (except for Buyer's Leasing Costs (as defined below),
                  which shall be the responsibility of Buyer).

                  (e) Security Deposits; Prepaid Rents. Prepaid rentals and
                  other tenant charges and security deposits (including any
                  portion thereof which may be designated as prepaid rent) under
                  Tenant Leases, if and to the


                                       14
<PAGE>
                  extent that such deposits have not been otherwise applied by
                  Seller to any obligations of any Tenants pursuant to the terms
                  of the Tenant Leases, shall be credited against the Purchase
                  Price, and upon the Closing, Buyer shall assume full
                  responsibility for all security deposits to be refunded to the
                  Tenants under the Tenant Leases (to the extent the same are
                  required to be refunded by the terms of such Tenant Leases or
                  applicable). In the event that any security deposits are in
                  the form of letters of credit or other financial instruments
                  (the "Non-Cash Security Deposits"), after the Closing, Seller
                  will be responsible to ensure that such Non-Cash Security
                  Deposits are assigned to Buyer and that Buyer is named as
                  beneficiary under the Non-Cash Security Deposits without cost
                  to Buyer. Buyer will not receive a credit against the Purchase
                  Price for such security deposits.

                  (f) Leasing Costs. Seller shall receive a credit at the
                  Closing for all leasing costs, including tenant improvement
                  costs and allowances, and its pro-rata leasing commissions,
                  previously paid by Seller in connection with any Lease or
                  modification to an existing Lease which was entered into after
                  the Effective Date and which is approved or deemed approved by
                  Buyer pursuant to this Agreement, which approval included
                  approval of the tenant improvement costs. The Seller's
                  pro-rata share shall be equal to a fraction which has as its
                  numerator the number of months left in the base term of the
                  Lease after the Closing and which has as its denominator the
                  number of months in the base term of the Lease.

                  Except as to any such costs that are expressly identified as
                  Buyer's Leasing Costs pursuant to the following paragraph,
                  Seller shall bear all tenant improvement costs (for the
                  purposes of this Agreement, references to "tenant improvement
                  costs" shall be deemed to include any base building work
                  required in connection with such tenant improvements) and
                  leasing commissions related to all Leases executed prior to
                  the Closing Date (the obligations of Seller for such costs and
                  such work are referred to herein as "Seller's Leasing Costs").
                  To the extent that any of Seller's Leasing Costs are not fully
                  paid or performed as of the date of this Agreement, then, at
                  Seller's election, Seller will either pay them at Closing or
                  will give Buyer a credit at Closing in the amount of such
                  Seller's Leasing Costs (provided that if Buyer receives a
                  credit for all or any portion of Seller's Leasing Costs then
                  Buyer shall assume the obligation to pay such Seller's Leasing
                  Costs).

                  Notwithstanding anything herein to the contrary, if the
                  Closing occurs, then (i) Buyer shall bear all tenant
                  improvement costs and leasing commissions of the following:

                  (A) Lease dated June 5, 2006, by and between Vibrant Media as
                  tenant,


                                       15
<PAGE>
                  and Seller, as landlord, which tenant improvement costs and
                  commissions are identified on Exhibit E attached hereto;

                  (B) any new leases or amendments to existing Leases that are
                  entered into by Seller during the period commencing with the
                  Effective Date and ending on the date that is five (5)
                  business days prior to the Due Diligence Expiration Date
                  provided that Seller has provided Buyer with a true, correct
                  and complete copy of any such lease or amendment at least five
                  (5) business days prior to the Due Diligence Expiration Date,
                  in which case Buyer shall be deemed to have approved such
                  leases and/or amendments if Buyer elects to proceed with the
                  purchase of the Property as described herein as of the end of
                  the Inspection Period;

                  (C) any new leases or amendments to existing Leases that are
                  entered into by Seller during the period commencing with the
                  day after the Due Diligence Expiration Date and ending on the
                  date that is five (5) business days prior to the Closing Date
                  provided that Seller has provided Buyer with a true, correct
                  and complete copy of any such lease or amendment at least five
                  (5) business days prior to the Closing Date and Buyer has
                  expressly approved such final new lease and/or amendments in
                  writing prior to Closing (the costs described in (A), (B) and
                  (C) above, collectively, are referred to herein as "Buyer's
                  Leasing Costs.

                  (g) Percentage Rent Any percentage rents due or paid under any
                  of the Leases ("Percentage Rent") shall be prorated between
                  Buyer and Seller outside of Closing as of the Closing on a
                  Lease-by-Lease basis, as follows; (a) Seller shall be entitled
                  to receive the portion of the Percentage Rent under each Lease
                  for the Lease Year in which Closing occurs, which portion
                  shall be the ratio of the number of days of said Lease Year in
                  which Seller was Landlord under the Lease to the total number
                  of days in the Lease Year, and (b) Buyer shall receive the
                  balance of Percentage Rent paid under each Lease for the Lease
                  Year. As used herein, the term "Lease Year" means the twelve
                  (12) month period as to which annual Percentage Rent is owed
                  under each Lease. Upon receipt by either Buyer or Seller of
                  any gross sales reports ("Gross Sales Reports") and any full
                  or partial payment of Percentage Rent from any tenant of the
                  Property, the party receiving the same shall provide to the
                  other party a copy of the Gross Sales Report and a check for
                  the other party's prorata share of the Percentage Rent within
                  five (5) days of the receipt thereof. In the event that the
                  Tenant only remits a partial payment, then the amount to be
                  remitted to the other party shall be its prorata share of the
                  partial payment. Nothing contained herein shall be deemed or
                  construed to require either Buyer to Seller to pay to the
                  other party its prorata share of the Percentage Rent prior to
                  receiving the Percentage Rent from the Tenant, and the
                  acceptance or negotiation of


                                       16
<PAGE>
                  any check for Percentage Rent by either party shall not be
                  deemed a waiver of that party's right to contest the accuracy
                  or amount of the Percentage Rent paid by the Tenant.

            7.7.2 Calculation; Reproration. Prior to Closing the parties shall
                  jointly prepare an estimated closing statement which shall set
                  forth the costs payable under Sections 7.5 and 7.6 and the
                  prorations and credits provided for in Section 7.7.1 and
                  elsewhere in this Agreement, Any item which cannot be finally
                  prorated because of the unavailability of information shall be
                  tentatively prorated on the basis of the best data then
                  available and adjusted when the information is available in
                  accordance with this subsection; provided, the parties shall
                  cooperate with each other to reprorate taxes and assessments
                  following the Closing as accurate or new information becomes
                  available and in no event later than one (1) year after
                  Closing; and the parties agree that there shall be no
                  reproration for taxes and assessments later than one year
                  after the Closing. The estimated closing statement as adjusted
                  as aforesaid and approved in writing by the parties shall be
                  referred to herein as the "Closing Statement". If the
                  prorations and credits made under the Closing Statement shall
                  prove to be incorrect or incomplete for any reason, then
                  either party shall be entitled to an adjustment to correct the
                  same provided that, as indicated above with respect to taxes,
                  the parties shall cooperate with each other to reprorate taxes
                  and assessments following the Closing as accurate or new
                  information becomes available and in no event later than one
                  (1) year after Closing and there shall be no reproration for
                  taxes and assessments later than one year after the Closing;
                  and further provided that any adjustment as to any other items
                  shall be made, if at all, within sixty (60) days after the
                  Closing (except with respect to CAM Charges, in which case
                  such adjustment shall be made within thirty (30) days after
                  the information necessary to perform such adjustment is
                  available), and if a party fails to request an adjustment to
                  the Closing Statement by a written notice delivered to the
                  other party within the applicable period set forth above (such
                  notice to specify in reasonable detail the items within the
                  Closing Statement that such party desires to adjust and the
                  reasons for such adjustment), then the prorations and credits
                  set forth in the Closing Statement shall be binding and
                  conclusive against such party.

            7.7.3 Items Not Prorated . Seller and Buyer agree that (a) on the
                  Closing, the Property will not be subject to any financing
                  arranged by Seller; (b) none of the insurance policies
                  relating to the Property will be assigned to Buyer and Buyer
                  shall responsible for arranging for its own insurance as of
                  the Closing; and (c) utilities, including telephone,
                  electricity, water and gas, shall be read on the Closing and
                  Buyer shall be responsible for all the necessary actions
                  needed to arrange for utilities to be transferred


                                       17
<PAGE>
                  to the name of Buyer on the Closing, including the posting of
                  any required deposits and Seller shall be entitled to recover
                  and retain from the providers of such utilities any refunds or
                  overpayments to the extent applicable to the period prior to
                  the Closing, and any utility deposits which it or its
                  predecessors may have posted. Accordingly, there will be no
                  prorations for debt service, insurance or utilities. In the
                  event a meter reading is unavailable for any particular
                  utility, such utility shall be prorated in the manner provided
                  in Section 7.6.l(d).

            7.7.4 Indemnification. Buyer and Seller shall each indemnify,
                  protect, defend and hold the other harmless from and against
                  any claim in any way arising from the matters for which the
                  other receives a credit or otherwise assumes responsibility
                  pursuant to this Section.

            7.7.5 Survival. This Section 7.7 shall survive the Closing.

      7.8   Determination of Dates of Performance.

            Promptly after delivery to Buyer of the Title Report, Escrow Holder
            shall prepare and deliver to Buyer and Seller a schedule which shall
            state each of the following dates:

            7.8.1 The date of Opening of Escrow pursuant to Section 7.1.1;

            7.8.2 The date of receipt of the Title Report by Buyer;

            7.8.3 The date by which title must be approved by Buyer pursuant to
                  Section 3;

            7.8.4 The date by which the Inspections must be approved by Buyer
                  pursuant to Section 6.1;

            7.8.5 The date by which the amounts described in Section 2 must be
                  deposited by Buyer, for which determination Escrow Holder
                  shall assume satisfaction of the condition expressed in
                  Section 2 on the last date stated for its satisfaction; and

            7.8.6 The date of Closing pursuant to Section 7.2.1.

            If any events which determine any of the aforesaid dates occur on a
            date other than the date specified or assumed for its occurrence in
            this Agreement, Escrow Holder shall promptly redetermine as
            appropriate each of the dates of performance in the aforesaid
            schedule and notify Buyer and Seller of the dates of performance, as
            redetermined.


                                       18
<PAGE>
8.    Representations, Warranties, and Covenants.

      8.1 Representations of Seller. Seller hereby makes the following
representations and warranties as of the date of this Agreement: As used in this
Agreement, the term "Seller's Current Actual Knowledge" means the current
actual knowledge, without the duty of further investigation, of Robert Munson
("Seller's Representative"), whose current title is Senior Asset Manager.

                  8.1.1. Leases. To Seller's Current Actual Knowledge, the rent
roll to be delivered pursuant to Section 4.1.8 of this Agreement is the rent
roll prepared by the Seller's property manager in the normal course of Seller's
business. To Seller's Current Actual Knowledge, there are no leases, subleases,
license, tenancy or occupancy agreements (or any amendments or modifications
thereof) affecting any portion of the Real Property which are not shown on the
List of Leases attached hereto as Exhibit F. To Seller's Current Actual
Knowledge as of the date of this Agreement only, there is no current material
default in the performance of the obligations of any tenant under any of the
Lease or of the landlord under any Lease.

                  8.1.2. Hazardous Materials. To Seller's Current Actual
Knowledge, except as may be disclosed in any documents or reports delivered by
Seller to Buyer before the Due Diligence Expiration Date, Seller has not
received written notice from any governmental authority of the need of Seller to
take any remedial or corrective action under any environmental laws with respect
to any hazardous materials on or under the Real Property. As used in this
Agreement, "environmental laws" means all present and future statutes,
ordinances, orders, rules and regulations of all federal, state and local
governmental agencies relating to the use, generation, manufacture,
installation, release, discharge, storage, transportation or disposal of
hazardous materials; and "hazardous materials" means petroleum, asbestos,
polychlorinated biphenyls, radioactive materials, radon gas, underground storage
tanks or any chemical, material or substance now or hereafter defined as or
included in the definition of "hazardous substances", "hazardous wastes",
"hazardous materials", "extremely hazardous waste", "restricted hazardous waste"
or "toxic substances", or words of similar import, under any environmental laws.

            8.1.3. Condemnation. To Seller's Current Actual Knowledge, Seller
has not received written notice of any pending condemnation or eminent domain
proceedings affecting the Real Property or any part thereof.

            8.1.4. Non-Foreign Person. Seller is not a foreign person as defined
in Internal Revenue Code Section 1445(f)(3) and Seller is not subject to
withholding under Section 26131 of the California Revenue and Taxation Code. At
the Closing, Seller shall deliver to Buyer through Escrow a declaration under
penalty of perjury confirming the foregoing statement.

            8.1.5. No Official Notices. To Seller's Current Actual Knowledge,
Seller has not received any written notice from any insurance company,
governmental agency, the Board of Fire Underwriters or any similar rating
organization requiring or requesting that any work or repairs be done at or to
the Real Property.


                                       19
<PAGE>
            8.1.6. No Consents. To Seller's Current Actual Knowledge, no consent
to the sale and conveyance of the Property by Seller is required to be obtained
from any governmental agency or public administrative body.

            8.1.7. Non-Contravention. To Seller's Current Actual Knowledge, the
execution and delivery of this Agreement by Seller and the consummation by
Seller of the transactions contemplated hereby will not violate any judgment,
order, injunction, decree, regulation or ruling of any court or governmental
entity or conflict with, result in a breach of, or constitute a default under
the organizational documents of Seller, any note or other evidence of
indebtedness, any mortgage, deed of trust or indenture, or any lease or other
material agreement or instrument to which Seller is a party or by which it is
bound.

            8.1.8. Contracts. To Seller's Current Actual Knowledge, attached
hereto as Exhibit G is a current, accurate and complete list of all Contracts
affecting the Property.

            8.1.9 Seller Representatives. The person identified in Section 8.1
as "Seller's Representative" is the person within Seller's organization who is
most familiar with the management of the Property and most familiar with the
Property overall.

            8.1.10 Authority. Seller is a limited partnership duly formed and
validly existing under the laws of the Commonwealth of Virginia. Subject to
receipt of the approval described in Section 10.2.2, Seller has full power and
authority to enter into this Agreement, to perform this Agreement and to
consummate the transactions contemplated hereby. This Agreement is a legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws affecting the
rights of creditors generally.

      8.2   Approval of Property: Limitations on Seller Representations and
            Warranties.

            8.2.1 Except as may be specifically provided in Section 8.1 of this
                  Agreement, Seller makes no representations or warranties as to
                  the truth, accuracy, completeness, methodology of preparation
                  or otherwise concerning any engineering or environmental
                  reports, audits, the materials prepared by the Seller, or any
                  other materials, data or other information whatsoever supplied
                  to Buyer in connection with Buyer's inspection of the
                  Property. It is the parties' express understanding and
                  agreement that such materials are provided only for Buyer's
                  convenience in making its own examination and determination
                  prior to the expiration of the Inspection Period as to whether
                  it wishes to purchase the Property, and, in doing so, Buyer
                  shall rely exclusively on its own independent investigation
                  and evaluation of every aspect of the Property and not on any
                  materials supplied by Seller. Except as may be specifically
                  provided elsewhere in this Agreement, Buyer expressly
                  disclaims any intent to rely on any such materials provided to
                  it by Seller in connection with its inspection and agrees that
                  it shall rely solely on its own independently developed or
                  verified information. Except with respect to Seller's breach
                  of any covenant, representation or warranty contained in this
                  Agreement or in any documents delivered in connection with the
                  closing of the


                                       20
<PAGE>
                  transactions contemplated by this Agreement (collectively, the
                  "Surviving Obligations") and except with respect to any
                  fraudulent acts by Seller, Buyer hereby releases Seller and
                  its agents, representatives, and employees from any and all
                  claims, demands, and causes of action, past, present, and
                  future that Buyer may have relating to (a) the condition of
                  the Property at any time, before or after the Closing,
                  including without limitation, the presence of any hazardous
                  materials, or (b) any other matter pertaining to the Property.
                  This release shall survive the Closing or the termination of
                  this Agreement.

            8.2.2 In the event of any breach by Seller of any of the preceding
                  representations or warranties or any other breach by Seller of
                  any other provision of this Agreement which is discovered
                  prior to Closing, Buyer's sole remedy shall be to elect in
                  writing to terminate this Agreement or waive such breach and
                  proceed with the Closing. In the event of any breach by Seller
                  of any of such representations or warranties or any other
                  material breach by Seller of any other provision of this
                  Agreement or any document delivered in connection herewith
                  discovered after Closing ("Seller Breaches"), Seller shall be
                  liable only for direct and actual damages suffered by Buyer on
                  account of Seller's breach, up to the applicable limits
                  described hereunder, and shall in no event be liable for
                  consequential or punitive damages. Any liability of Seller
                  hereunder for breach by Seller of any of such representations
                  or warranties or any other material breach by Seller of any
                  other provision of this Agreement or any document delivered in
                  connection herewith discovered after Closing shall be limited
                  to (a) claims in excess of an aggregate of Fifty Thousand
                  Dollars ($50,000.00), and (b) a maximum aggregate cap of Two
                  Million Dollars ($2,000,000.00); provided, however, the
                  foregoing shall not apply to Seller's fraudulent acts and
                  shall not limit or otherwise modify the parties right to
                  recovery of attorneys' fees as permitted under Section 18 of
                  this Agreement. Notice of such claim must be delivered to
                  Seller in writing within one (1) year of the Closing Date. In
                  no event shall Seller be liable for any indirect or
                  consequential damages on account of Seller's breach of any
                  representation or warranty contained in this Agreement.
                  Additionally, notwithstanding the foregoing, if Buyer becomes
                  aware prior to the Closing that any representation or warranty
                  hereunder is untrue, or any covenant or condition to Closing
                  has not been fulfilled or satisfied (if not otherwise waived
                  by Buyer), and Buyer nonetheless proceeds to close on the
                  purchase of the Property, then Buyer shall be deemed to have
                  irrevocably and absolutely waived, relinquished and released
                  all rights and claims against Seller for any damage or other
                  loss arising out of or resulting from such untrue
                  representation or warranty or such unfulfilled or unsatisfied
                  covenant or condition. Seller's representations and warranties
                  set forth in Section 8.1 shall survive the Closing for a
                  period of one (1) year, except for pending claims regarding
                  Seller's Breaches, if any, as to which Buyer has actually
                  filed and served a lawsuit against Seller prior to the end of
                  such one (1) year period. Seller's obligations under this
                  Section 8.2.2 shall be guaranteed by GREIT, Inc., a Maryland
                  corporation, pursuant to a guaranty agreement in the form of
                  Exhibit H


                                       21
<PAGE>
            8.2.3 Approval of Property, The consummation of the purchase and
                  sale of the Property pursuant to this Agreement shall be
                  deemed Buyer's acknowledgement that it has had an adequate
                  opportunity to make such legal, factual and other inspections,
                  inquiries and investigations as it deems necessary, desirable
                  or appropriate with respect to the Property. Such inspections*
                  inquiries and investigations of Buyer shall be deemed to
                  include, but shall not be limited to, any leases and contracts
                  pertaining to the Property, the physical components of all
                  portions of the Property, the physical condition of the
                  Property, such state of facts as an accurate survey,
                  environmental report and inspection would show, the present
                  and future zoning ordinance, ordinances, resolutions. Buyer
                  shall not be entitled to and shall not rely upon, Seller or
                  Seller's agents with regard to, and Seller will not make any
                  representation or warranty with respect to: (i) the quality,
                  nature, adequacy or physical condition of the Property
                  including, but not limited to, the structural elements,
                  foundation, roof, appurtenances, access, landscaping, parking
                  facilities, or the electrical, mechanical, HVAC, plumbing,
                  sewage or utility systems, facilities, or appliances at the
                  Property, if any; (ii) the quality, nature, adequacy or
                  physical condition of soils or the existence of ground water
                  at the Property; (iii) the existence, quality, nature,
                  adequacy or physical condition of any utilities serving the
                  Property; (iv) the development potential of the Property, its
                  habitability, merchantability, or the fitness, suitability, or
                  adequacy of the Property for any particular purpose; (v) the
                  zoning or other legal status of the Property; (vi) the
                  Property or its operations' compliance with any applicable
                  codes, laws, regulations, statutes, ordinances, covenants,
                  conditions or restrictions of any governmental or
                  quasi-governmental entity or of any other person or entity:
                  (vii) the quality of any labor or materials relating in any
                  way to the Property; or (viii) the condition of title to the
                  Property or the nature, status and extent of any right-of-way,
                  lease, right of redemption, possession, lien, encumbrance,
                  license, reservation, covenant, condition, restriction, or any
                  other matter affecting the Property except as expressly set
                  forth in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS
                  AGREEMENT OR THE DEED, SELLER HAS NOT, DOES NOT, AND WILL NOT
                  MAKE ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
                  PROPERTY AND SELLER SPECIFICALLY DISCLAIMS ANY OTHER IMPLIED
                  WARRANTIES OR WARRANTIES ARISING BY OPERATION OF LAW,
                  INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
                  CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A
                  PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER HAS NOT, DOES
                  NOT, AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY WITH
                  REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION,
                  POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR
                  REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING
                  TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF
                  ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING, WITHOUT
                  LIMITATION, ASBESTOS, PCB AND RADON.


                                       22
<PAGE>
                  BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER
                  FAMILIAR WITH THIS TYPE OF PROPERTY AND THAT, SUBJECT ONLY TO
                  THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT OR THE
                  CLOSING DOCUMENTS, BUYER WILL BE ACQUIRING THE PROPERTY "AS IS
                  AND WHERE IS, WITH ALL FAULTS," IN ITS PRESENT STATE AND
                  CONDITION SUBJECT ONLY TO NORMAL WEAR AND TEAR AND BUYER SHALL
                  ASSUME THE RISK THAT ADVERSE MATTERS AND CONDITIONS MAY NOT
                  HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS.
                  BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE ARE NO ORAL
                  AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR
                  AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY
                  THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SECTION SHALL
                  SURVIVE THE CLOSING, AND NOT MERGE WITH THE PROVISIONS OF ANY
                  CLOSING DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY
                  MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
                  INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
                  ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON,
                  UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN
                  THIS AGREEMENT. EXCEPT WITH REGARD TO THE OBLIGATIONS
                  EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE REPRESENTATIONS
                  AND WARRANTIES IN SECTION 8.1, BUYER HEREBY RELEASES SELLER
                  AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES FROM ANY AND
                  ALL LIABILITY RELATING TO THE CONDITION OF THE PROPERTY
                  BEFORE OR AFTER THE CLOSING AND ANY OTHER MATTER RELATING TO
                  THE PROPERTY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE
                  CLOSING.

            8.2.4 Release. Except as expressly set forth in this Agreement to
                  the contrary and except for any claims arising under the
                  express representations, warranties or covenants of Seller
                  under this Agreement or under the provisions of any document
                  delivered in connection with the closing of the transactions
                  contemplated by this Agreement and except with respect to
                  Seller's fraudulent acts, Buyer for itself and its agents,
                  affiliates, successors and assigns, hereby releases and
                  forever discharges Seller, and any party related to or
                  affiliated with Seller and their respective successors and
                  assigns (the "Seller Related Parties") from and against any
                  and all claims at law or equity which Buyer or any party
                  related to or affiliated with Buyer and their respective
                  successors and assigns (each a "Buyer Related Party") whether
                  known or unknown at the time of this agreement, which Buyer or
                  a Buyer Related Party has or may have in the future, arising
                  from or related to any matter or thing relating to or in
                  connection with the Property, including but not limited to,
                  the documents and information referred to in this Agreement,
                  the leases and the tenants, any construction defects, errors
                  or omissions in the design or


                                       23
<PAGE>
                  construction and arising out of the physical, environmental,
                  economic or legal condition of the Property, including,
                  without limitation, any claim for indemnification or
                  contribution arising under the Comprehensive Environmental
                  Response, Compensation, and Liability Act (42 U.S.C. Section
                  9601 et. sm.) or any similar federal, state or local
                  statute, rule or ordinance relating to liability of property
                  owners or operators for environmental matters. For the
                  foregoing purposes, Buyer hereby specifically waives the
                  provisions of Section 1542 of the California Civil Code and
                  any similar law of any other state, territory or jurisdiction.
                  Section 1542 provides:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

                  BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS
                  CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT
                  WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION
                  ARE A MATERIAL PART OF THIS AGREEMENT.

                  BUYER: CG

      8.5   Covenants of Seller. Seller hereby covenants as follows:

            8.5.1 At all times from the date hereof through the date of Closing,
                  Seller shall cause to be in force fire and extended coverage
                  insurance upon the Property, and public liability insurance
                  with respect to damage or injury to persons or property
                  occurring on the Property in at least such amounts as are
                  maintained by Seller on the Effective Date;

            8.5.2 From the end of the Inspection Period through the date of
                  Closing, Seller will not enter into any new lease with respect
                  to the Property, without Buyer's prior written consent, which
                  may be given or withheld in Buyer's sole discretion. Exercise
                  of a renewal option shall not be considered a new lease. Any
                  brokerage commission payable with respect to a new lease
                  approved by Buyer shall be paid by Buyer. Further, Seller will
                  not modify any existing Lease covering space in the Property
                  without first obtaining the written consent of Buyer which
                  shall not be unreasonably withheld (except that as to any
                  lease modifications following the end of the Inspection
                  Period, such consent may be given or withheld in Buyer's sole
                  discretion). Buyer shall have five (5) business days in which
                  to approve or disapprove of any new lease or lease
                  modification for which it has a right to consent. Failure to
                  respond in writing within said time period small be deemed to
                  be consent;


                                       24
<PAGE>
            8.5.3. Seller shall not execute any new lease or an amendment to any
                  existing lease during (a) the period that commences five (5)
                  business days prior to the Due Diligence Expiration Date and
                  ends on the Due Diligence Expiration Date, or (b) during the
                  period that commences five (5) business days prior to the
                  Closing Date and ends on the Closing Date;

            8.5.3 From the Effective Date through the date of Closing, Seller
                  shall not sell, assign, or convey any right, title or interest
                  whatsoever in or to the Property, or create or permit to
                  attach any lien, security interest, easement, encumbrance,
                  charge, or condition affecting the Property (other than the
                  Permitted Exceptions) without promptly discharging the same
                  prior to Closing;

            8.5.4 Seller shall not, without Buyer's written approval, (a) amend
                  or waive any right under any Service Contract, or (b) enter
                  into any agreement of any type affecting the Property that is
                  not terminable on 30 days notice.

            8.5.5 During the period between the Effective Date of this Agreement
                  and the earlier to occur of (i) the Closing Date or (ii) the
                  termination of this Agreement, Seller shall (A) generally
                  operate the Property in the same manner in which Seller
                  operated the Property before the date of this Agreement (such
                  operation obligations not including capital expenditures or
                  expenditures not incurred in the normal course of business),
                  and (B) endeavor to provide Buyer with copies of all material
                  written correspondence (which shall not be deemed to include
                  electronic correspondence) between Seller (and its property
                  manager), on the one hand, and any existing or prospective
                  Tenants at the Property, on the other.

            8.5.6. Within two (2) business days after Buyer's request to Seller,
                  Seller shall deliver a subordination, nondisturbance and
                  attornment agreement ("SNDA") in the form required by Buyer to
                  each of the Tenants then occupying any portion of the Real
                  Property and request of each Tenant that each form be executed
                  and promptly returned to Seller.

            8.5.7. Buyer shall prepare completed estoppels for each Tenant under
                  each of the Leases (which Buyer acknowledges requires using
                  the form required by such Lease for any government Tenant) and
                  Buyer shall deliver the completed estoppels to Seller no later
                  than three (3) business days after the Effective Date. Seller
                  shall deliver the completed estoppels prepared by Buyer to all
                  Tenants under the Leases no later than one (1) business day
                  after Seller receives such completed estoppels from Buyer.
                  Seller shall use reasonable efforts to obtain prior to
                  Closing, at Buyer's request, (a) an estoppel certificate from
                  any party to any CC&Rs, easement agreement or similar
                  agreement affecting the Property in form and


                                       25
<PAGE>
                   substance acceptable to Buyer (or the form required under the
                   applicable agreement) if such party is obligated to deliver
                   an estoppel under the terms of the applicable agreement; and
                   (b) a Change of Lessor Form from any government Tenant at the
                   Real Property if such completed form is required under the
                   terms of its Lease.

9.    Representations and Warranties of Buyer. Buyer hereby represents and
      warrants to Seller as follows:

      9.1   Buyer is a corporation duly organized and validly existing under the
            laws of the State of California. Buyer has full power and authority
            to enter into this Agreement, to perform this Agreement and to
            consummate the transactions contemplated hereby. This Agreement is a
            legal, valid and binding obligation of Buyer, enforceable against
            Buyer in accordance with its terms, subject to the effect of
            applicable bankruptcy, insolvency, reorganization, arrangement,
            moratorium or other similar laws affecting the rights of creditors
            generally.

10.   Conditions Precedent to Closing.

      10.1  The obligations of Buyer pursuant to this Agreement shall, at the
            option of Buyer, be subject to the following conditions precedent:


            10.1.1 All of the representations, warranties and agreements of
                   Seller set forth in this Agreement shall be true and correct
                   in all material respects as of the Effective Date and as of
                   the Closing Date, and Seller shall not have, on or prior to
                   Closing, failed to meet, comply with or perform in any
                   material respect any conditions or agreements on Seller's
                   part as required by the terms of this Agreement.


            10.1.2 As of the Closing, the Chicago Title Insurance Company
                   ("Title Company") shall be irrevocably committed to issue to
                   Buyer, upon payment of its regularly scheduled premium, its
                   CLTA owner's policy of title insurance, in the amount of the
                   Purchase Price, showing title to the Real Property vested of
                   record in Buyer, subject only to the Permitted Exceptions. If
                   Seller for any reason is unable to deliver title to the Real
                   Property subject only to the Permitted Exceptions or is
                   unwilling to remove or otherwise cure any title matter that
                   is not a Permitted Exception, then Buyer's sole remedy shall
                   be to terminate this Agreement within five days after written
                   notice from Seller of such inability or unwillingness (but
                   not later than the Closing Date) and receive a return of the
                   Deposit, and neither Seller nor Buyer shall thereafter have
                   any further rights or obligations under this Agreement.
                   Notwithstanding the foregoing, it shall be a condition
                   precedent to Buyer's obligation to consummate this
                   transaction, that as of the Closing


                                       26
<PAGE>
                  Date there are no monetary liens or monetary encumbrances not
                  previously approved by Buyer encumbering the Property.

            10.1.3 Seller shall have obtained, and delivered to Buyer prior to
                  the Due Diligence Expiration Date, estoppels in form and
                  substance satisfactory to Buyer (which Buyer acknowledges
                  requires using the form required by such Lease for any
                  government Tenant) from Tenants representing seventy percent
                  (70%) of the leasable area of the Real Property that is leased
                  and occupied as of the Effective Date (to be dated within
                  forty-five (45) days of Closing). Within one (1) business day
                  after Seller receives an executed estoppel from any Tenant,
                  Seller shall deliver a copy there of to Buyer (and shall
                  promptly thereafter send the original thereof to Buyer). Buyer
                  shall notify Seller within three (3) business days of receipt
                  of a copy of the executed estoppel certificate of its approval
                  or disapproval and the basis of such disapproval, if
                  disapproved. If Buyer elects to proceed with the purchase of
                  the Property as of the Due Diligence Expiration Date and Buyer
                  has not received, as of the Closing, estoppels from Tenants
                  occupying one hundred percent (100%) of the leasable area of
                  the Real Property, then at Closing, Seller shall also deliver
                  to Buyer a "Seller's Estoppel" in the form attached hereto as
                  Exhibit I with respect to each such Lease as to which no
                  estoppel from the Tenant has been received.

      10.2  The obligations of Seller pursuant to this Agreement shall, at the
            option of Seller, be subject to the following conditions precedent:

            10.2.1 All of the representations, warranties and agreements of
                  Buyer set forth in this Agreement shall be true and correct in
                  all material respects as of the Effective Date and as of the
                  Closing Date, and Buyer shall not have on or prior to closing,
                  failed to meet, comply with or perform in any material respect
                  any conditions or agreements on Buyer's part as required by
                  the terms of this Agreement.

            10.2.2 Seller's obligation to sell the Property is subject to the
                  condition precedent that approval of the sale is obtained from
                  the board of directors of G REIT, Inc., which shall be deemed
                  to have been obtained (and this condition shall in such case
                  be deemed satisfied) unless Seller advises Buyer that the sale
                  has been disapproved no later than two (2) business days after
                  the Effective Date.

      If any such condition is not fully satisfied by the Closing (or such
      earlier applicable date as set forth above with respect to any specific
      condition), Buyer shall so notify Seller and may terminate this Agreement
      by written notice to Seller whereupon this Agreement may be canceled, the
      Deposit shall be returned to Buyer and, thereafter, neither Seller nor
      Buyer shall have any continuing obligations hereunder, except as expressly
      provided in


                                       27
<PAGE>
      this Agreement. If Buyer notifies Seller of a failure to satisfy the
      conditions precedent set forth in this Section, Seller may, within five
      (5) days of receipt of Buyer's notice agree to satisfy the condition by
      written notice to Buyer, and Buyer shall thereupon be obligated to close
      the transaction provided Seller so satisfies such condition. If Seller
      fails to agree to cure or fails to cure such condition by the Closing
      Date, this Agreement shall be canceled and the Deposit shall be returned
      to Buyer and neither party shall have any continuing obligations
      hereunder.

11.   Damage or Destruction Prior to Closing.

      In the event that the Property should be damaged by any casualty prior to
      the Closing, then if the cost of repairing such damage, as reasonably
      estimated by Seller, is:

      11.1  Less than One Million Dollars ($1,000,000), the Closing shall
            proceed as scheduled and any insurance proceeds shall be distributed
            to Buyer to the extent not expended by Seller for restoration
            (provided, however, if as a result of such casualty, any Lease
            covering more than 10,000 rentable square feet of space is
            terminated then Buyer may elect to terminate this Agreement, in
            which case the Deposit shall be returned to Buyer and neither party
            shall have any further obligation to the other party hereunder
            except for Buyer's indemnification obligations under Section 5. but
            if Buyer elects to proceed to Closing, then all insurance proceeds
            shall be distributed to Buyer to the extent not expended by Seller
            for restoration);

      or if said cost is:

      11.2  Greater than One Million Dollars ($1,000,000), then either Seller or
            Buyer may elect to terminate this Agreement, in which case the
            Deposit shall be returned to Buyer and neither party shall have any
            further obligation to the other except for Buyer's indemnification
            obligations under Section 5.

12.   Eminent Domain.

      12.1  If, before the Closing, proceedings are commenced for the taking by
            exercise of the power of eminent domain of all or a material part of
            the Property which, as determined by Buyer in its sole discretion,
            would render the Property unacceptable to Buyer or unsuitable for
            Buyer's intended use or would affect access to or the use of the
            Property, Buyer shall have the right, by giving notice to Seller
            within thirty (30) days after Seller gives notice of the
            commencement of such proceedings to Buyer, to terminate this
            Agreement, in which event this Agreement shall terminate, the
            Deposit shall be returned to Buyer and neither party shall have any
            further obligation to the other except for Buyer's indemnification
            obligations under Section 5. If, before the Closing, proceedings are
            commenced for the taking by exercise of the power of eminent domain
            of and Buyer elects to proceed with Closing, then this Agreement
            shall remain in full


                                       28
<PAGE>
            force and effect and, at the Closing, the condemnation award (or, if
            not therefore received, the right to receive such portion of the
            award) payable on account of the taking shall be transferred in the
            same manner as title to the Property is conveyed. Seller shall give
            notice to Buyer within three (3) business days after Seller's
            receiving notice of the commencement of any proceedings for the
            taking by exercise of the power of eminent domain of all or any part
            of the Property.

13.   Notices.

      13.1  All notices, demands, or other communications of any type given by
            any party hereunder, whether required by this Agreement or in any
            way related to the transaction contracted for herein, shall be void
            and of no effect unless given in accordance with the provisions of
            this Section. All notices shall be in writing and delivered to the
            person to whom the notice is directed, either in person, by United
            States Mail, as a registered or certified item, return receipt
            requested, or by fax or by Federal Express or other overnight
            delivery service, or by fax if followed by delivery by overnight
            delivery service. Notices delivered by mail, Federal Express or
            other overnight delivery service shall be deemed given when received
            (or upon attempted delivery, if delivery is refused). Notices
            delivered by fax shall be deemed received on the same day sent if
            sent before 5 p.m. (Pacific time) Notices shall be given to the
            following addresses:

            Seller:                      Theresa Hutton
                                         Triple Net Properties, LLC
                                         1551 N. Tustin Ave. #200
                                         Santa Ana, CA 92705
                                         (714)667-8252
                                         (714)667-6860 fax

            With Required Copy to:       Joseph J. McQuade, Esq.
                                         Hirschler Fleischer
                                         The Federal Reserve Bank Building,
                                         16th Floor
                                         701 East Byrd Street
                                         Richmond, VA 23219
                                         (804)771-9502
                                         (804)644-0957 fax

            And Required Copy to:        Scott D. Peters and Andrea R. Biller
                                         G REIT, Inc.
                                         1551 N. Tustin Ave, #200
                                         Santa Ana,CA 92705
                                         (714)667-8252
                                         (714)667-6860 fax

            BUYER:                       TMG Partners


                                       29
<PAGE>
                                         100 Bush Street, 26th floor
                                         San Francisco, CA 94104
                                         Attn: Matt Field
                                         Attn: Cathy Greenwold
                                         (415) 772-5900
                                         (415) 772-5911 (fax)

                  With Required Copy to: Ann MacLeod, Esq.
                                         c/o TMG Partners
                                         100 Bush Street, 26th floor
                                         San Francisco, CA 94104
                                         (415) 772-5900
                                         (415) 772-5911 (fax)

14.   Remedies.

      14.1  Defaults by Seller. If there is any default by Seller under this
            Agreement, following notice to Seller and seven (7) days (or date of
            Closing, whichever is earlier), during which period Seller may cure
            the default, Buyer may, as it sole options elect to either (a)
            declare this Agreement terminated in which case the Deposit shall be
            returned to Buyer; or (b) treat this Agreement as being in full
            force and effect and bring an action against Seller for specific
            performance.

      14.2  Defaults by Buyer. If there is any default by Buyer under this
            Agreement and if, as a result, Buyer does not acquire the Property
            at Closing, then following notice to Buyer and seven (7) days (or
            date of Closing, whichever is earlier), during which period Buyer
            may cure the default, then Seller may, as its sole remedy, declare
            this Agreement terminated, in which case the Deposit shall be paid
            to Seller as liquidated damages and each party shall thereupon be
            relieved of all further obligations and liabilities, except any
            which survive termination. Notwithstanding the foregoing, the
            Buyer's right to cure shall not be applicable to a failure to close
            and the Closing shall in no event be extended pursuant to this
            Section. In the event this Agreement is terminated due to the
            default of Buyer hereunder, Buyer shall deliver to Seller, at no
            cost to Seller, the Due Diligence Items and all of Buyer's Reports.

            THE PARTIES ACKNOWLEDGE THAT THIS TRANSACTION FAILS TO CLOSE AS THE
            RESULT OF A MATERIAL DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE
            THE PROPERTY UNDER THIS AGREEMENT, SELLER'S DAMAGES WOULD BE
            DIFFICULT OR IMPOSSIBLE TO COMPUTE AND THAT THE DEPOSIT MADE BY
            BUYER UNDER SECTION 2.1 ABOVE REPRESENTS THE REASONABLE ESTIMATE OF
            SUCH DAMAGES ESTABLISHED BY THE PARTIES THROUGH GOOD FAITH
            CONSIDERATION OF THE FACTS AND CIRCUMSTANCES SURROUNDING THE
            TRANSACTION


                                       30
<PAGE>
            CONTEMPLATED UNDER THIS AGREEMENT AS OF THE EFFECTIVE DATE, IN THE
            EVENT OF SUCH MATERIAL DEFAULT BY BUYER UNDER THIS AGREEMENT, SELLER
            SHALL RETAIN SUCH AMOUNT AS LIQUIDATED DAMAGES IN LIEU OF ANY OTHER
            CLAIM SELLER MAY HAVE AT LAW OR IN EQUITY (INCLUDING, WITHOUT
            LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF SUCH DEFAULT.
            THE PARTIES HAVE INITIALED THIS SECTION 14.2 TO ESTABLISH THEIR
            INTENT SO TO LIQUIDATE DAMAGES.

      Seller: ARB; Buyer: CG

      14.3  ARBITRATION OF DISPUTES, ANY CLAIM, CONTROVERSY OR DISPUTE, WHETHER
            SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD, MISREPRESENTATION OR
            OTHER LEGAL THEORY, RELATED DIRECTLY OR INDIRECTLY TO THIS
            AGREEMENT, WHENEVER BROUGHT AND WHETHER BETWEEN THE PARTIES TO THIS
            AGREEMENT OR BETWEEN ONE OF THE PARTIES TO THIS AGREEMENT AND THE
            EMPLOYEES, AGENTS OR AFFILIATED BUSINESSES OF THE OTHER PARTY, SHALL
            BE RESOLVED BY ARBITRATION AS PRESCRIBED IN THIS SECTION. THE
            FEDERAL ARBITRATION ACT, 9 U.S.C. SECTIONS 1-15, NOT STATE LAW,
            SHALL GOVERN THE ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF
            THE ARBITRATOR AS TO ARBITRABILITY SHALL BE FINAL.

            A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR CALIFORNIA JUDGE
            SHALL CONDUCT THE ARBITRATION UNDER THE THEN CURRENT RULES OF THE
            AMERICAN ARBITRATION ASSOCIATION (THE "AAA"). THE ARBITRATOR SHALL
            BE SELECTED BY MUTUAL AGREEMENT ON THE ARBITRATOR WITHIN THIRTY (30)
            DAYS OF WRITTEN NOTICE BY ONE PARTY TO THE OTHER INVOKING THIS
            ARBITRATION PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST
            OF QUALIFIED PEOPLE MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE
            CONDUCTED IN SAN FRANCISCO, CALIFORNIA AND ALL EXPEDITED PROCEDURES
            PRESCRIBED BY THE AAA RULES SHALL APPLY.

            THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF INFORMATION
            WHICH IS PROVIDED TO THE ARBITRATOR BY THE PARTIES, THE ARBITRATOR
            SHALL HAVE AUTHORITY ONLY TO GRANT SPECIFIC PERFORMANCE AND TO ORDER
            OTHER EQUITABLE RELIEF AND TO AWARD COMPENSATORY DAMAGES, BUT SHALL
            NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER
            NONCOMPENSATORY DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR
            SHALL AWARD TO THE PREVAILING


                                       31
<PAGE>
            PARTY ITS REASONABLE ATTORNEYS' FEES AND COSTS AND OTHER EXPENSES
            INCURRED IN THE ARBITRATION, EXCEPT THE PARTIES SHALL SHARE EQUALLY
            THE FEES AND EXPENSES OF THE ARBITRATOR. THE ARBITRATOR'S DECISION
            AND AWARD SHALL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD
            RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING
            JURISDICTION THEREOF,

15.   Assignment.

      Without obtaining Seller's consent, Buyer may assign its rights under this
      Agreement to any entity in which Buyer is, directly or indirectly, the
      administrative or managing member or any affiliate of Buyer, provided,
      however, that Buyer shall have no such right unless a written assignment
      is delivered to Seller no later than five (5) business days before
      Closing; and further provided that no such assignment shall relieve Buyer
      of its obligations hereunder.

16.   Interpretation and Applicable Law.

      This Agreement shall be construed and interpreted in accordance with the
      laws of the state in which the Property is located (the "State"). Where
      required for proper interpretation, words in the singular shall include
      the plural; the masculine gender shall include the neuter and the
      feminine, and vice versa. The terms "successors and assigns" shall include
      the heirs, administrators, executors, successors, and assigns, as
      applicable, of any party hereto.


                                       32
<PAGE>
17.   Amendment.

      This Agreement may not be modified or amended, except by an agreement in
      writing signed by the parties. The parties may waive any of the conditions
      contained herein or any of the obligations of the other party hereunder,
      but any such waiver shall be effective only if in writing and signed by
      the party waiving such conditions and obligations.

18.   Attorney's Fees.

      In the event it becomes necessary for either party to file a suit or
      arbitration to enforce this Agreement or any provisions contained herein,
      the prevailing party shall be entitled to recover, in addition to all
      other remedies or damages, reasonable attorneys' fees and costs of court
      incurred in such suit or arbitration.

19.   Entire Agreement; Survival.

      This Agreement (and the items to be furnished in accordance herewith)
      constitutes the entire agreement between the parties pertaining to the
      subject matter hereof and supersedes all prior and contemporaneous
      agreements and understandings of the parties in connection therewith. No
      representation, warranty, covenant, agreement, or condition not expressed
      in this Agreement shall be binding upon the parties hereto nor affect or
      be effective to interpret, change, or restrict the provisions of this
      Agreement. All of the obligations of the parties hereunder and all other
      provisions of this Agreement shall be deemed to have merged into the Deed
      and shall be extinguished at Closing or the earlier termination of this
      Agreement, except as expressly provided herein.

20.   Multiple Originals only; Counterparts.

      Numerous agreements may be executed by the parties hereto. Each such
      executed duplicate original shall have the full force and effect of an
      original executed instrument. This Agreement may be executed in any number
      of counterparts, all of which when taken together shall constitute the
      entire agreement of the parties.

21.   Acceptance.

      Time is of the essence of this Agreement. The date of execution of this
      Agreement by Seller shall be the date of execution of this Agreement. If
      the final date of any period falls upon a Saturday, Sunday, or legal
      holiday under Federal law, the laws of the State or the laws of the State
      of California, then in such event the expiration date of such period shall
      be extended to the next day which is not a Saturday, Sunday, or legal
      holiday under Federal law, the laws of the State or the State of
      California.


                                       33
<PAGE>
22.   Real Estate Commission.

      Seller and Buyer each represent and warrant to the other that neither
      Seller nor Buyer has contracted or entered into any agreement with any
      real estate broker, agent, finder or any other party in connection with
      this transaction, and that neither party has taken any action which would
      result in any real estate broker's, finder's or other fees or commissions
      being due and payable to any party with respect to the transaction
      contemplated hereby, except that Seller is represented by Triple Net
      Properties Realty, Inc., as its broker, and by Grubb & Ellis, and Seller
      shall pay any and all commissions due to said brokers. Each party hereby
      indemnifies and agrees to hold the other party harmless from any loss,
      liability, damage, cost, or expense (including reasonable attorneys' fees)
      resulting to the other party by reason of a breach of the representation
      and warranty made by such party in this Section.

23.   Exchange.

      At the option of either party, such party may elect to consummate the
      transaction hereunder in whole or in part as a like-kind exchange pursuant
      to Section 1031 of the Internal Revenue Code of 1986, as amended. If
      either party (the "Exchanging Party") so elects, the other party (the
      "Cooperating Party") shall cooperate with the Exchanging Party, executing
      such documents and taking such action as may be reasonably necessary in
      order to effectuate this transaction as a like-kind exchange; provided,
      however, that (i) the Cooperating Party's cooperation hereunder shall be
      without cost, expense or liability to the Cooperating Party of any kind or
      character, including, without limitation, any attorneys' fees, costs or
      expense incurred in connection with the review or preparation of
      documentation in order to effectuate such like-kind exchange, and the
      Cooperating Party shall have no obligation to take title to any real
      property; (ii) the Exchanging Party shall assume all risks in connection
      with the designation, selection and setting of terms of the purchase or
      sale of any exchange-property; (iii) the Exchanging Party shall bear all
      costs and expenses in connection with any such exchange transaction in
      excess of the costs and expenses which would have otherwise been incurred
      in acquiring or selling the Property by means of a straight purchase, so
      that the net effect to the Cooperating Party shall be identical to that
      which would have resulted had this Agreement closed on a purchase and
      sale; (iv) any documents to effectuate such exchange transaction are
      consistent with the terms and conditions contained in this Agreement; and
      (v) the Exchanging Party shall indemnify, defend and hold the Cooperating
      Party harmless from any and all claims, demands, penalties, loss, causes
      of action, suits, risks, liability, costs or expenses of any kind or
      nature (including, without limitation, reasonable attorneys' fees) which
      the Cooperating Party may incur or sustain, directly or indirectly,
      related to or in connection with, or arising out of, the consummation of
      this transaction as a like-kind exchange as contemplated hereunder.


                                       34
<PAGE>
24.   Confidentiality.

      Buyer agrees that, prior to the closing, all Property information received
      by Buyer from Seller shall be kept confidential as provided in this
      Section. Without the prior written consent of Seller, the Property
      information shall not be disclosed by Buyer or its representatives, in any
      manner whatsoever, in whole or in part, prior to the Closing except (1) to
      Buyer's consultants, attorneys and agents as necessary for the Buyer's
      inspection and analysis of the Property, and Buyer's potential lenders and
      equity investors; (2) as may be necessary for Buyer or Buyer's
      representatives to comply with applicable laws, including, without
      limitation, governmental, regulatory, disclosure, tax and reporting
      requirements; to comply with other requirements and requests of regulatory
      and supervisory authorities and self-regulatory organizations having
      jurisdiction over Buyer or Buyer's representatives; to comply with
      regulatory or judicial processes; or to satisfy reporting procedures and
      inquiries of credit rating agencies in accordance with customary practices
      of Buyer or its affiliates; and (3) to prospective tenants of the
      Property.

THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK


                                       35
<PAGE>
                               SIGNATURE PAGE FOR

                                 HAWTHORNE PLAZA
                           75 AND 95 HAWTHORNE STREET
                            SAN FRANCISCO. CALIFORNIA

EXECUTED BY SELLER on this the 26th day of June, 2006

SELLER:

GREIT - HAWTHORNE PLAZA, LP
A VIRGINIA LIMITED PARTNERSHIP

      By:   GREIT - Hawthorne Plaza GP, LLC
            a Virginia limited liability company
      Its:  General Partner


            By:   G REIT, L.P.
                  a Virginia limited partnership
            Its:  Sole Member

                  By:   G REIT, Inc.
                  Its:  General Partner


                        By: /s/ Andrea R. Biller
                            ---------------------------

                        Name: Andrea R. Biller
                              -------------------------

                        Title: Executive Vice President
                               ------------------------

[BUYER'S SIGNATURE ON FOLLOWING PAGE]

                                       36
<PAGE>
EXECUTED BY BUYER on this the 26th day of June, 2006.

BUYER:

      TMG PARTNERS,
      a California corporation

      By:  /s/ Cathy Greenwold
           ------------------------
           Cathy Greenwold
      Its: Executive Vice-President


                                       37
<PAGE>
                                List of Exhibits

<TABLE>
<S>               <C>
Exhibit A:        Description of Property
Exhibit B:        Assignment and Assumption
Exhibit C:        Grant Deed
Exhibit D:        Bill of Sale
Exhibit E:        Buyer's' Leasing Costs for New Lease
Exhibit F:        List of Leases
Exhibit G:        List of Contracts
Exhibit H:        Guaranty of Seller's Post-Closing Liability
Exhibit I:        Form of Seller's Estoppel
</TABLE>


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