Exhibit 10.4
 PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
 BUIE SCRIPPS RANCH OFFICE BUILDING LLC,
a California Limited Liability Company
 SELLER
 AND
 SHIDLER WEST INVESTMENT PARTNERS, LP
a California Limited Partnership
 BUYER
 FEBRUARY 27, 2008




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TABLE OF CONTENTS
 PageARTICLE 1CERTAIN DEFINITIONS
    
    
    1ARTICLE 2PURCHASE, PURCHASE PRICE AND PAYMENT
    
    
    10ARTICLE 3ESCROW
    
    
    14ARTICLE 4INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE
    
    
    14ARTICLE 5PRE-CLOSING AND POST-CLOSING OBLIGATIONS OF SELLER
    
    
    20ARTICLE 6SELLERS DELIVERIES
    
    
    24ARTICLE 7BUYERS DELIVERIES
    
    
    26ARTICLE 8CONDITIONS TO CLOSING; CLOSING; DEFAULT; REMEDIES
    
    
    27ARTICLE 9REPRESENTATIONS AND WARRANTIES OF SELLER
    
    
    32ARTICLE 10REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF BUYER
    
    
    38ARTICLE 11COSTS, EXPENSES AND PRORATIONS
    
    
    38ARTICLE 12ACTIONS TO BE TAKEN AT THE CLOSING
    
    
    42ARTICLE 13BROKERS
    
    
    43ARTICLE 14POST-CLOSING OBLIGATIONS OF SELLER
    
    
    43ARTICLE 15INDEMNIFICATION
    
    
    44ARTICLE 16MISCELLANEOUS
    
    
    46




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EXHIBITS
 
 SCHEDULES
 1.0
    
    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 Underwriter

1980 Post Oak Blvd., 6th Floor

Houston, Texas 77056

Attn: Louis Canaras

(713) 625-8152

FAX: (713) 552-1703

E-mail: lcanaras@stewart.com
 th
  ARTICLE 1
CERTAIN DEFINITIONS
  Affiliate
 Agreement th
 ALTA
 ALTA Extended Coverage Policy




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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
 Buildings
 Business Day
 Buyer
 Buyers Election Not to Terminate
 Buyers Election to Terminate
 Buyers Exchange
 Calendar Day
 Cap X Holdback Amount
 Cap X Holdback Escrow Account
 Cash
 2




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Certificate of Non-Foreign Status
 Claims Notice
 Closing
 Closing Date
 Closing Deposit
 Code
 Condemnation Proceeding
 Contracts
 Cure Deadline
 Cure Notice
 Delinquent Revenues
 Deficit Rental Agreement
 Deposit
 Disapproved Title Exceptions
 3




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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. et seq.,
 Escrow
 Escrow Holder
 Estoppel Certificate
 Estoppel Cure Notice
 Estoppel Delivery Deadline
 4




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Estoppel Objection Matter
 Estoppel Objection Notice
 Extended Closing Date
 General Provisions
 Hazardous Materials
 Holdback Amount
 Holdback Escrow Account
 Improvements
 Indemnitees
 Initial Deposit
 Intangible Property
 Investigation Period
 5




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Land
 Landlord Estoppel Certificate
 Leases
 Leasing Commissions
 Losses
 Management Agreement
 Material Loss
 Minimum Tenant Square Footage Requirement
 Monetary Obligations
 New Lease
 New Title Exceptions
 New Title Exceptions Approval Notice
 Non-Material Loss
 6




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Notice
 Notice of Loss
 OFAC
 Operating Expenses
 Party Parties
 Permits and Entitlements
 Permitted Title Exceptions
 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
 7




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Proposed New Lease
 Proration Date
 PST
 Public Reporting Entities
 Purchase Price
 Real Property
 Reconciliation Period
 Reports
 Revenues
 Reverse Merger
 Scheduled Closing Date
 Scripps Lender
 Scripps Lenders Consent
 Scripps Loan
 Scripps Loan Assumption
 Scripps Loan Assumption Conditions
 Scripps Loan Assumption Documents
 8




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Scripps Loan Balance
 SEC
 SEC Requirements
 Second Deposit
 Security Deposits
 Seller
 Sellers Books and Records
 Sellers Deed
 Sellers Deliveries
 Sellers Exchange
 Survey
 Taxes
 Tenant Estoppel Certificates
 Tenant Inducement Costs
 9




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Tenants
 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
 11




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Books and Records
 Purchase Price
 Initial Deposit
 Second Deposit
 Scripps Loan
 12




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Closing Deposit
 Scripps Loan Assumption
       Allocation
 13




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ARTICLE 3
ESCROW
  ARTICLE 4
INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE
 Investigation Period th
 Sellers Deliveries
 14




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Preliminary Title Report/Survey; Environmental
 Title
 Survey
 Review of Preliminary Title Report/Survey
   15




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New Title Exceptions
 16




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Physical Inspection
 17




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Investigation of Permits and Entitlements, Contracts, Leases, Intangible Property,
Personal Property and Other Property
  Election to Terminate
 18




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Election Not to Terminate
   Return of Sellers Deliveries
 Confidentiality; Public Announcements
 Buyers Obligations
 19




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Public Announcements
 Survival
 ARTICLE 5
PRE-CLOSING AND POST-CLOSING OBLIGATIONS OF SELLER
 Sellers Pre-Closing Obligations
 Operations
 Maintenance
 Leases
 20




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Notices/Violations
 Monetary Obligations
 New Liens, Liabilities or Encumbrances
 Tenant Estoppel Certificates
 21




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Approval or Disapproval of Estoppel Certificates
 Estoppel Remedies
 22




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Termination Provisions
 Termination of Negotiations
 Scripps Loan
 Sellers Post-Closing Obligations
 REIT Formation
  SEC Requirements
 23




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Seller Entity Requirements
 Survival
 ARTICLE 6
SELLERS DELIVERIES
 Sellers Deliveries to Escrow Holder at Closing
 Sellers 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
 Scripps Loan Assumption Documents
 Deficit Rental Agreement
 24




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REA Notice
 Sellers Charges
 Sellers Affidavits; Certificates and Evidence of Authority
 Sellers Closing Statement
 Additional Documents
 Sellers Deliveries to Buyer at Closing
 Leases, Permits and Entitlements and Intangible Property
 Tenant Notification Letters
 Rent Roll
 Books and Records
 Keys
 25




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Pre-Closing Property Expense Reconciliation
 ARTICLE 7
BUYERS DELIVERIES
  Closing Deposit
 Assignment and Assumption of Leases and Security Deposits
 Assignment of Permits, Entitlements and Intangible Property
 Scripps Loan Assumption Documents
 Deficit Rental Agreement
 Buyers Charges
 Evidence of Authority
 Buyers Closing Statement
 Additional Documents
 26




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ARTICLE 8
CONDITIONS TO CLOSING; CLOSING;
DEFAULT; REMEDIES
 Conditions to Obligations of Buyer
 Delivery of Items
 Performance of Obligations
 Title Commitment
 Representations and Warranties
 Litigation
 Damage or Destruction
 Condemnation Proceeding
 27




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Scripps Loan Assumption
 Termination of Contracts
 Evidence of Termination of Management Agreement
 Change in Conditions
 No Delinquent Tenants
  Conditions to Obligations of Seller
 Delivery of Items
 Performance of Obligations
 28




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Casualty; Condemnation Proceeding
 Material Loss; Condemnation Proceeding
 Non-Material Loss
 29




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Closing
 Failure of Conditions to Closing; No Default by Seller or Buyer
 Failure of Buyers Closing Conditions
 Failure of Sellers Closing Conditions
 Termination Provisions
 Failure of Conditions to Closing; Default by Seller or Buyer
 30




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Remedies of Buyer
 Remedies of Seller
 SELLERS LIQUIDATED DAMAGES
 31




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/s/ RI
    
    
    
    /s/ MRSELLERS INITIALS
    
    
    
    BUYERS INITIALS
  Termination Provisions
 ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF SELLER
  Organization, Power and Authority
 No Conflicts
 32




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Non-Foreign Status
 Litigation and Condemnation
 Liabilities
 Fees
 Mechanics Liens
 Leases
 33




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Contracts
 Taxes and Assessments
 Construction and Condition of Improvements
 Financial Statements; Books and Records
 Compliance with Laws
 34




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Environmental Matters
 Permits and Entitlements
 Dependent Properties
 35




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Utilities
 Prohibited Persons and Transactions
 Scripps Loan
 Integrity of Documents
 36




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Survival
 Sellers Representations and Warranties; Reimbursement for Due Diligence
Costs
 Sellers Knowledge Defined
 37




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ARTICLE 10
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF BUYER
  Organization, Power and Authority
 No Conflicts
 Survival
 ARTICLE 11
COSTS, EXPENSES AND PRORATIONS
 Costs and Expenses
 Seller
 Buyer
 38




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Prorations, Costs and Expenses
 Prorations and Adjustments
 Revenues
 Operating Expenses
 Real and Personal Property Taxes
 39




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Percentage Rent
 Interest and Other Amounts Owing Under the Loan
 Reserves
 Property Expense Pass-Throughs
   40




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Security Deposits; Leasing Commissions and Tenant Inducement Costs
 Final Accounting
 41




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ARTICLE 12
ACTIONS TO BE TAKEN AT THE CLOSING
 Actions by Escrow Holder
 Recording
   Title Policy
 Distribution of Funds
    42




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Distribution of Documents to Seller
 Distribution of Documents to Buyer
 ARTICLE 13
BROKERS
  ARTICLE 14
POST-CLOSING OBLIGATIONS OF SELLER
 Vacant Space Leasing Obligations
 Holdback Amount; Holdback Escrow Account
 Holdback Amount
 43




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Disbursement of Holdback Amount
 Cap X Holdback Amount; Cap X Holdback Escrow Account
 Survival.
 ARTICLE 15
INDEMNIFICATION
 Indemnification by Seller
 44




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Notice and Opportunity to Defend
 Notice of Asserted Liability
 Opportunity to Satisfy
 Opportunity to Defend
 45




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Timing for Payment
 ARTICLE 16
MISCELLANEOUS
 Assignment
 Notices
 46




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Sellers Address
 
  
 Buyers Address
 
 
  
 
  
 47




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Entire Agreement
 Severability
 Remedies
 Headings
 Counterparts
 Attorneys Fees
 Governing Law; Jurisdiction and Venue
 No Third Party Beneficiary
 48




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Binding Effect
 Time of the Essence
 Survivability
 Buyers 1031 Exchange
       49




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Sellers 1031 Exchange
        50




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Business Days
 Construction
  SELLER:BUIE SCRIPPS RANCH OFFICE BUILDING 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
 51




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CONSENT OF ESCROW HOLDER
   STEWART TITLE GUARANTYBy
    
    /s/ Lynn BabineauxTitle
    
    National Commercial Closing Specialist
 52




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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Investigation Period
  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 PresidentSELLER:BUIE SCRIPPS RANCH OFFICE BUILDING LLC, 
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
 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/ Jim IngebritsenTitle
    
    Chief Financial OfficerSELLER:BUIE SCRIPPS RANCH OFFICE BUILDING LLC, 
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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THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Closing Date
  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/ Matthew RootTitle
    
    Vice PresidentSELLER:BUIE SCRIPPS RANCH OFFICE BUILDING LLC, 
a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, 
a California limited liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle
 3