Exhibit 10.2
 PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
 BUIE CARLSBAD BUILDING A LLC,
a California Limited Liability Company
 BUIE CARLSBAD LOT 10 LLC,
a California Limited Liability Company
 SELLERS
 AND
 SHIDLER WEST INVESTMENT PARTNERS, LP
a California Limited Partnership
 BUYER
 FEBRUARY 27, 2008




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TABLE OF CONTENTS
 PageARTICLE
1 CERTAIN DEFINITIONS
    
    1ARTICLE 2PURCHASE, PURCHASE PRICE AND PAYMENT
    
    10ARTICLE 3ESCROW
    
    13ARTICLE 4INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE
    
    13ARTICLE 5PRE-CLOSING AND POST-CLOSING OBLIGATIONS OF SELLERS
    
    19ARTICLE 6SELLERS DELIVERIES
    
    23ARTICLE 7BUYERS DELIVERIES
    
    25ARTICLE 8CONDITIONS TO CLOSING; CLOSING; DEFAULT; REMEDIES
    
    25ARTICLE 9REPRESENTATIONS AND WARRANTIES OF SELLERS
    
    31ARTICLE 10REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF BUYER
    
    36ARTICLE 11COSTS, EXPENSES AND PRORATIONS
    
    37ARTICLE 12ACTIONS TO BE TAKEN AT THE CLOSING
    
    40ARTICLE 13BROKERS
    
    41ARTICLE 14POST-CLOSING OBLIGATIONS OF SELLER
    
    41ARTICLE 15INDEMNIFICATION
    
    42ARTICLE 16MISCELLANEOUS
    
    44




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EXHIBITSExhibit A
    
    Legal Description of LandExhibit B
    
    Sellers DeedExhibit C
    
    Bill of SaleExhibit D
    
    Certificate of Non-Foreign StatusExhibit E
    
    Assignment and Assumption of Leases and Security DepositsExhibit F
    
    Assignment of Permits, Entitlements and Intangible PropertyExhibit G
    
    General Provisions of EscrowExhibit H
    
    Form of Tenant Estoppel CertificateExhibit I
    
    Form of Landlord Estoppel CertificateExhibit J
    
    Deficit Rental AgreementExhibit K
    
    SEC RequirementsExhibit L
    
    Audit Letter
 SCHEDULES1.0
    
    List of Sellers Deliveries2.0
    
    Leasing Criteria9.8
    
    Leases




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PURCHASE AND SALE AGREEMENT  AND JOINT ESCROW INSTRUCTIONS
 TO:
    
    Stewart Title Guaranty (Escrow Holder)c/o Stewart National Title Services Underwriter1980 Post Oak Blvd., 6th FloorHouston, Texas 77056Attn: Louis Canaras(713) 625-8152FAX: (713) 552-1703E-mail: lcanaras@stewart.com
 th
  ARTICLE 1
CERTAIN DEFINITIONS
  Affiliate
 Agreement th
 ALTA




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ALTA Extended Coverage Policy
 Asserted Liability
 Assignment and Assumption of Leases and Security Deposits
 Assignment of Permits, Entitlements and Intangible Property
 Audit Letter
 AZL
 Bill of Sale
 Books and Records
 Building A Seller
 Building A
 Building A Loan
 Building C
 Building C Loan
 2




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Buildings
 Business Day
 Buyer
 Buyers Election Not to Terminate
 Buyers Election to Terminate
 Buyers Exchange
 Calendar Day
 Cash
 Certificate of Non-Foreign Status
 Claims Notice
 Closing
 Closing Date
 Closing Deposit
 Code
 Condemnation Proceeding
 Contracts
 3




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Cure Deadline
 Cure Notice
 Delinquent Revenues
 Deficit Rental Agreement
 Deposit
 Disapproved Title Exceptions
 Disapproved Title Exceptions Notice
 Effective Date
 Environmental Laws et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq. et
seq. et seq.
 4




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et seq.,
 Escrow
 Escrow Holder
 Estoppel Certificate
 Estoppel Cure Notice
 Estoppel Delivery Deadline
 Estoppel Objection Matter
 Estoppel Objection Notice
 Extended Closing Date
 General Provisions
 Grant Deed
 Hazardous Materials
 5




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Holdback Amount
 Holdback Escrow Account
 Improvements
 Indemnitees
 Initial Deposit
 Intangible Property
 Investigation Period
 Land
 Landlord Estoppel Certificate
 Leases
 Leasing Commissions
 Losses
 Lot 10 Seller
 Management Agreement
 Material Loss
 6




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Minimum Tenant Square Footage Requirement
 Monetary Obligations
 New Lease
 New Title Exceptions
 New Title Exceptions Approval Notice
 Non-Material Loss
 Notice
 Notice of Loss
 OFAC
 Operating Expenses
 Party Parties
 Permits and Entitlements
 Permitted Title Exceptions
 7




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Person
 Personal Property
 Phase I
 POP LP
 POP Trust
 Pre-Closing Property Expense Reconciliation
 Preliminary Title Report
 Property
 Property Expense Reconciliation
 Property Expense Reimbursement Shortfall
 Property Expense Reimbursement Surplus
 Property Expenses
 Property Manager
 Proposed New Lease
 Proration Date
 PST
 Public Reporting Entities
 Purchase Price
 Real Property
 Reconciliation Period
 8




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Reports
 Revenues
 Reverse Merger
 Scheduled Closing Date
 SEC
 SEC Requirements
 Second Deposit
 Security Deposits
 Sellers
 Sellers Books and Records
 Sellers Deliveries
 Sellers Exchange
 Survey
 Taxes
 Tenant Estoppel Certificates
 Tenant Inducement Costs
 Tenants
 9




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Third Party Claim
 Title Insurer
 Transaction Documents
 Utilities
 Vacant Space
 ARTICLE 2
PURCHASE, PURCHASE PRICE AND PAYMENT
 Purchase and Sale of Property
 Real Property
 Personal Property
 10




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Intangible Property
 Leases and Security Deposits
 Permits and Entitlements
 Books and Records
 11




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Purchase Price
 Initial Deposit
 Second Deposit
 Closing Deposit
 Allocation
 12




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ARTICLE 3
ESCROW
  ARTICLE 4
INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE
 Investigation Period th
 Sellers Deliveries
 Preliminary Title Report/Survey; Environmental
 13




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Title
 Survey
 Review of Preliminary Title Report/Survey
   14




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New Title Exceptions
 15




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Physical Inspection
 16




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Investigation of Permits and Entitlements, Contracts, Leases, Intangible Property,
Personal Property and Other Property
  Election to Terminate
 17




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Election Not to Terminate
   Return of Sellers Deliveries
 Confidentiality; Public Announcements
 Buyers Obligations
 18




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Public Announcements
 Survival
 ARTICLE 5
PRE-CLOSING AND POST-CLOSING OBLIGATIONS OF SELLERS
 Sellers Pre-Closing Obligations
 Operations
 Maintenance
 Leases
 19




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Notices/Violations
 Monetary Obligations
 New Liens, Liabilities or Encumbrances
 Tenant Estoppel Certificates
 20




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Approval or Disapproval of Estoppel Certificates
 Estoppel Remedies
 21




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Termination Provisions
 Termination of Negotiations
 Sellers Post-Closing Obligations
 REIT Formation
  SEC Requirements
 22




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Sellers Entity Requirements
 Survival
 ARTICLE 6
SELLERS DELIVERIES
 Sellers Deliveries to Escrow Holder at Closing
 Grant Deed
 Bill of Sale
 Certificate of Non-Foreign Status
 Assignment and Assumption of Leases and Security Deposits
 Assignment of Permits, Entitlements and Intangible Property
 California Form 593-W
 Deficit Rental Agreement
 REA Notice
 23




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Sellers Charges
 Sellers Affidavits; Certificates and Evidence of Authority
 Sellers Closing Statement
 Additional Documents
 Sellers Deliveries to Buyer at Closing
 Leases, Permits and Entitlements and Intangible Property
 Tenant Notification Letters
 Rent Roll
 Books and Records
 Keys
 Pre-Closing Property Expense Reconciliation
 24




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ARTICLE 7
BUYERS DELIVERIES
  Closing Deposit
 Assignment and Assumption of Leases and Security Deposits
 Assignment of Permits, Entitlements and Intangible Property
 Deficit Rental Agreement
 Buyers Charges
 Evidence of Authority
 Buyers Closing Statement
 Additional Documents
 ARTICLE 8
CONDITIONS TO CLOSING; CLOSING;
DEFAULT; REMEDIES
 Conditions to Obligations of Buyer
 25




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Delivery of Items
 Performance of Obligations
 Title Commitment
 Representations and Warranties
 Litigation
 Damage or Destruction
 Condemnation Proceeding
 Termination of Contracts
 Evidence of Termination of Management Agreement
 26




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Change in Conditions
 No Delinquent Tenants
  Conditions to Obligations of Sellers
 Delivery of Items
 Performance of Obligations
  Casualty; Condemnation Proceeding
 Material Loss; Condemnation Proceeding
 27




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Non-Material Loss
 Closing
 Failure of Conditions to Closing; No Default by Sellers or Buyer
 Failure of Buyers Closing Conditions
 Failure of Sellers Closing Conditions
 28




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Termination Provisions
 Failure of Conditions to Closing; Default by Seller or Buyer
 Remedies of Buyer
 Remedies of Sellers
 29




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SELLERS LIQUIDATED DAMAGES
 /s/ RI
    
    /s/ MRSELLERS INITIALS
    
    BUYERS INITIALS
  Termination Provisions
 30




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ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF SELLERS
  Organization, Power and Authority
 No Conflicts
 Non-Foreign Status
 Litigation and Condemnation
 Liabilities
 31




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Fees
 Mechanics Liens
 Leases
 Contracts
 32




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Taxes and Assessments
 Construction and Condition of Improvements
 Financial Statements; Books and Records
 Compliance with Laws
 33




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Environmental Matters
 Permits and Entitlements
 Dependent Properties
 Utilities
 34




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Prohibited Persons and Transactions
 Integrity of Documents
 Survival
 Sellers Representations and Warranties; Reimbursement for Due Diligence
Costs
 35




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Sellers Knowledge Defined
 ARTICLE 10
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF BUYER
  Organization, Power and Authority
 No Conflicts
 36




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Survival
 ARTICLE 11
COSTS, EXPENSES AND PRORATIONS
 Costs and Expenses
 Sellers
 Buyer
 Prorations, Costs and Expenses
 Prorations and Adjustments
 Revenues
 37




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Operating Expenses
 Real and Personal Property Taxes
 Percentage Rent
 Assumed Contracts
 Property Expense Pass-Throughs
 38




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39




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Security Deposits; Leasing Commissions and Tenant Inducement Costs
 Final Accounting
 ARTICLE 12
ACTIONS TO BE TAKEN AT THE CLOSING
 Actions by Escrow Holder
 Recording
  Title Policy
 Distribution of Funds
 40




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Distribution of Documents to Sellers
 Distribution of Documents to Buyer
 ARTICLE 13
BROKERS
  ARTICLE 14
POST-CLOSING OBLIGATIONS OF SELLER
 Vacant Space Leasing Obligations
 41




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Holdback Amount; Holdback Escrow Account
 Holdback Amount
 Disbursement of Holdback Amount
 ARTICLE 15
INDEMNIFICATION
 Indemnification by Sellers
 Notice and Opportunity to Defend
 Notice of Asserted Liability
 Opportunity to Satisfy
 42




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Opportunity to Defend
 Timing for Payment
 43




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ARTICLE 16
MISCELLANEOUS
 Assignment
 Notices
 (i)
    
    Sellers Address. If to Seller, at the following address:
 
  
 44




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(ii)
    
    Buyers Address. If to Buyer, at the following address:
 
 
 
  
 
  
 Entire Agreement
 Severability
 Remedies
 45




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Headings
 Counterparts
 Attorneys Fees
 Governing Law; Jurisdiction and Venue
 No Third Party Beneficiary
 Binding Effect
 Time of the Essence
 Survivability
 Buyers 1031 Exchange
 46




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Sellers 1031 Exchange
  47




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Business Days
 Construction
 48




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SELLERS:BUIE CARLSBAD BUILDING A LLC, a California limited liability
companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitleBUIE CARLSBAD LOT 10 LLC, a California limited liability
companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitleBUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Matthew RootTitle
    
    Vice President
 49




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CONSENT OF ESCROW HOLDER
   STEWART TITLE GUARANTYBy
    
    /s/ Lynn BabineauxTitle
    
    National Commercial Closing Specialist
 50




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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Closing Date
  References
 Full Force and Effect
 Capitalized Terms
 Successors and Assigns
 Counterparts
 1




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BUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Matthew RootTitle
    
    Vice PresidentSELLERS:BUIE CARLSBAD BUILDING A LLC, a California limited liability
companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitleBUIE CARLSBAD LOT 10, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle
 2




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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Tenant Estoppel Certificate
 Deficit Rental Agreement; Leasing Criteria
 References
 Full Force and Effect
 Capitalized Terms
 Successors and Assigns
 1




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Counterparts
 2




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BUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Jim IngebritsenTitle
    
    Chief Financial OfficerSELLERS:BUIE CARLSBAD BUILDING A LLC, a California limited liability
companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitleBUIE CARLSBAD LOT 10, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle
 3