Purchase and Sales Agreement- Office or Portfolio

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					 PURCHASE AND SALE AGREEMENT
              THE Omniplex BUILDING, SAN ANTONIO, TEXAS

                THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is dated as of
June ___, 2006 (the “Effective Date”), by and between XYZ PROPERTIES,LLP, a Colorado
limited liability limited partnership, and its General Partner, ABC Investments, LLC, a North
Carolina limited liability company (“Seller”), and ACME INVESTORS, a division of MYREIT,
LLC Company, N.A., or its assignee (“Buyer”).

              IN CONSIDERATION of the respective agreements hereinafter set forth, Seller
and Buyer agree as follows:

                1.      Property Included in Sale. Seller hereby agrees to sell and convey to
Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set
forth herein, the following:

                      (a)    certain real property located in the City of San Antonio, County of
       Bexar, State of Texas, more particularly described in Exhibit A attached hereto,
       consisting of approximately 6.16 acres of land (the “Real Property”);

                       (b)     any and all rights, privileges and easements appurtenant to the Real
       Property, including, without limitation, minerals, oil, gas and other hydrocarbon
       substances on and under the Real Property, development rights, air rights, water, water
       rights, riparian rights and water stock relating to the Real Property and rights-of-way or
       other appurtenances used in connection with the beneficial use and enjoyment of the Real
       Property, and land, if any, lying in the bed of any street, road or avenue, open or
       proposed, at the foot of, adjoining or below the Real Property and in and to any strips and
       gores adjoining the Real Property (collectively, the “Appurtenances”);

                       (c)     one nine (9) story office building commonly known as 500 NE
       Loop 410, containing approximately 206,908 rentable square feet of space, as well as
       any other improvements and fixtures owned by Seller and located on the Real Property,
       all apparatus, installed equipment and appliances used in connection with the operation or
       occupancy of the Real Property, and on-site parking for 700 vehicles in a subterranean
       two-level parking structure (collectively, the “Improvements”);

                      (d)     any personal property that is not owned by Tenants and is located
       on or in or used in connection with the ownership, use, operation or maintenance of the
       Real Property and Improvements, including, without limitation, all art work located in the
       Improvements, all equipment, machinery, furniture, fixtures, cleaning supplies and
       building inventory, any computer software or hardware used for purposes of energy
       management, security or other operations of the Improvements, and specifically including
       the items described in Exhibit B attached hereto (the “Personal Property”); and


                                                1
                        (e)    any intangible personal property used in the ownership, use,
       operation or maintenance of the Real Property and Improvements, including, without
       limitation, all permits, licenses, governmental approvals and other entitlements relating to
       the Real Property and Improvements, plans, specifications and drawings, all rights of
       landlord under any leases or occupancy agreements, as amended, as identified in the
       SCHEDULE ( ) of Leases (as defined in Section 3(d) below) or executed after the date
       hereof in accordance with the terms of Section 13 below (“Leases”) and any other leases,
       licenses or occupancy agreements, as amended, all records, substantive correspondence
       and other documents related to any right to occupy any of the Improvements (including
       any computer software or hardware representing Seller’s electronically maintained files
       concerning the foregoing), all security deposits under the Leases and any and all
       guaranties of the Leases, any warranty and guaranty rights, and rights under utility
       contracts or other agreements (including, without limitation, Seller’s rights under the
       “Assumed Contracts,” as defined below), all books and records, names under or by which
       the Real Property or Improvements have been operated, all goodwill in any way
       associated with the Real Property and Improvements, and all service marks and logos
       used in connection therewith, each as they relate to the ownership, use or operation of the
       Property, as defined below (collectively, the “Intangible Property”).

All of the items referred to in subparagraphs (a), (b), (c), (d) and (e) above are collectively
referred to as the “Property.”

              2.      Purchase Price.

                     (a)     The purchase price of the Property is Twenty-Four Million Dollars
       ($24,000,000.00) (the “Purchase Price”) and shall be paid as follows:

                                     (i)     Within three (3) business days after the date of
                           mutual execution and delivery of this Agreement, Buyer shall deposit
                           in escrow with Boston Title Insurance Company, 700 N. St. Marys
                           Street, Suite 125, San Antonio, Texas 78205 (the “Title Company”),
                           Attn: James Taylor, (T) 210-000-3700, (F) 210-000-3717, email:
                           jt@btt.com, an initial deposit of Two Hundred Thousand Dollars
                           ($200,000.00) (as it may be increased as provided in clause 2(a)(ii)
                           below, the “Deposit”).

                                     (ii)   Within one (1) business day after the end of the Due
                           Diligence Period (as defined below), if Buyer elects to continue this
                           Agreement in effect in accordance with the provisions of Section 4(f)
                           below, Buyer shall increase the Deposit to Four Hundred Thousand
                           Dollars ($400,000.00).

                                     (iii)   Title Company shall invest the Deposit in
                           investments selected by Buyer, which may include certificates of
                           deposit, savings or other accounts of any federally insured savings
                           and loan association or bank, provided that no investment may have a
                           maturity date later than the end of the Closing or involve the risk of

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                    loss of principal, and any interest that accrues on the Deposit shall be
                    paid to Buyer. In the event the sale of the Property as contemplated
                    hereunder is consummated, the Deposit shall be credited against the
                    Purchase Price.

                              (iv)    The balance of the Purchase Price shall be paid to
                    Seller through escrow in immediately available funds at the closing
                    of the purchase and sale contemplated hereunder (the “Closing”).
                    The Closing shall be deemed to occur upon the delivery and
                    recording of the Deed (as defined in Section 3(a) below).

       3.      Transfer of Title to the Property.

                (a)    At the Closing, Seller shall convey to Buyer marketable and
insurable fee simple title to the Real Property, the Appurtenances and the Improvements,
by duly executed and acknowledged special warranty deed in the form attached hereto as
Exhibit C (the “Deed”). Evidence of delivery of marketable and insurable fee simple title
shall be the issuance by Title Company to Buyer at Closing of a Texas Owner Policy of
Title Insurance (Form T-1) with the following endorsements: comprehensive (T-19.1),
access (T-23), contiguity (T-25), if applicable, and survey deletion, in the amount of the
Purchase Price, insuring fee simple title to the Real Property, the Appurtenances and the
Improvements in Buyer, subject only to the exceptions approved by Buyer and in the
form otherwise approved by Buyer before the end of the Due Diligence Period (the “Title
Policy”).

                 (b)     At the Closing, Seller shall transfer title to the Personal Property
by a bill of sale in the form attached hereto as Exhibit D (the “Bill of Sale”).

                (c)     At the Closing, Seller shall transfer all of Seller’s right, title and
interest in and to the Intangible Property by an Assignment of Intangible Property in the
form attached hereto as Exhibit E (the “Assignment of Intangible Property”).

                (d)     At the Closing, Seller shall assign to Buyer all of Seller’s right,
title and interest in and to the Leases, and Buyer shall assume Seller’s obligations under
the Leases, by an Assignment and Assumption of Leases in the form attached hereto as
Exhibit F (the “Assignment and Assumption of Leases”). The Leases in effect as of the
date hereof are more fully described on the SCHEDULE ( )            attached as Exhibit G
hereto (the “SCHEDULE ( ) of Leases”). The tenants under the Leases are herein
called the “Tenants.”

       4.      Due Diligence Period; As-Is Purchase.

                (a)    Due Diligence Period. Buyer, or its designees, shall have the
period until 5:00 p.m. (Pacific Time) on the date that is thirty(30) days after the Effective
Date, as it may be extended as provided in Section 4(b) below (the “Due Diligence
Period”), to conduct its due diligence review with respect to the Property. During the
Due Diligence Period (and continuing thereafter if this Agreement continues), Buyer
shall have the right to review and approve, in its sole discretion, the information
                                          3
described in Section 4(b) below and all other matters that Buyer deems relevant to the
acquisition, ownership and operation of the Property, and Seller shall cooperate in
facilitating such review by Buyer.

                (b)     Due Diligence Deliveries. Within two (2) days after the Effective
Date, Seller shall deliver or make available to Buyer the documents and other information
described in this Section 4(b). If Seller fails to timely deliver the information and
documents required to be delivered under this Section 4(b), at Buyer’s election, upon
notice to Seller of such omitted information or documents, the Due Diligence Period may
be extended and shall end on the date that is thirty(30) days after Seller has completed the
deliveries required hereunder. Seller shall deliver or make available to Buyer:

                               (i)     Title Documents.         (A) The existing title
                    commitment and/or title policy for the Real Property and
                    Improvements, together with copies of the underlying documents
                    applicable to the exceptions to coverage set forth therein, and any
                    other actual or pending documents affecting title to the Real Property
                    of which Seller is aware, as well as any common area and parking
                    agreements not of record (collectively, “Title Documents”), and (B)
                    the existing ALTA/ACSM “as built” survey of the Real Property and
                    Improvements, dated 5/26/05 ____________, which survey will be
                    updated at least five (5) business days before the end of the Due
                    Diligence Period and certified to be accurate as of a date no earlier
                    that thirty(30) days prior to the Effective Date, in such form as may
                    be reasonably acceptable to Buyer, including items 1, 2, 3, 4, 6, 7(a),
                    7(b)(1), 8, 9, 10 and 11(a) of Table A of the ALTA/ACSM Minimum
                    Standard Detail Requirements (as updated, the “Survey”). Buyer shall
                    obtain a current title commitment issued by Title Company (the
                    “Title Report”).

                               (ii)    Property Documents.         Any and all existing
                    inspection reports, documents or other information prepared for
                    Seller or in Seller’s possession or control that relate to the structural,
                    mechanical, electrical and other physical characteristics and condition
                    of the Property, including, without limitation: existing plats, maps,
                    site plans, engineering plans, landscape plans, floor plans, as-built
                    plans and specifications, CAD drawings, grading plans, topographical
                    maps, structural calculations for the Improvements, engineering and
                    structural reports and studies, Americans with Disabilities Act
                    (“ADA”) reports, environmental reports, soils reports, and Hazardous
                    Materials (as hereinafter defined) reports. Seller authorizes and
                    directs its agents to deliver copies of such items to the extent in such
                    agents’ possession. Seller shall provide copies of its insurance
                    certificates and an insurance loss claims history for the last two (2)
                    years. Seller shall deliver to Buyer copies of any and all notices
                    received by Seller that relate to the presence of Hazardous Materials
                    on the Property. Seller shall provide reasonable access to all relevant

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files with respect to the Property. Notwithstanding the foregoing,
Seller shall not be required to furnish confidential information
prepared for internal purposes, such as accountings among members
of Seller or Seller’s appraisals of the Property.

          (iii)   Regulatory Approvals and Notices. All existing
governmental certificates of occupancy, permits and approvals in
effect on the date hereof relating to the operation, use or occupancy
of the Property, and any notices or correspondence in Seller’s
possession or control received from any regulatory authority relating
to the zoning, land use, subdivision, environmental, ADA, and other
building and construction laws and regulations restricting or
otherwise affecting the use, occupancy or enjoyment of the Property.

           (iv)   Contracts. All equipment leases, service contracts,
utility contracts, maintenance contracts, leasing agreements,
management agreements or other agreements in effect on the
Effective Date that relate to Seller’s ownership or operation of the
Property (“Contracts”) and that may continue in effect after Closing.
The Contracts in effect as of the Effective Date are listed on
Exhibit H attached hereto. Seller shall furnish to Buyer copies of all
Contracts, and Buyer will have the right to approve, during the Due
Diligence Period, a SCHEDULE ( ) to be prepared by Buyer and
Seller (the “SCHEDULE ( ) of Assumed Contracts”) setting forth
an exclusive list of all of the Contracts that shall be assigned to, and
assumed by, Buyer at Closing (the “Assumed Contracts”), subject to
the provisions of Section 13 (New Leases and Contracts). The
SCHEDULE ( ) of Assumed Contracts will be attached as
SCHEDULE ( ) 2 to the Assignment of Intangible Property. Prior
to Closing Seller will terminate for the benefit of Buyer all of the
Contracts other than the Assumed Contracts, including without
limitation any property management or leasing contracts.

          (v)    Leases.     The Leases (including amendments
thereto). Seller also shall provide reasonable access to the tenant
lease and correspondence files located on the Property or at the office
of the property manager and/or asset manager for the Property.

          (vi)   Financial Documents.         Income and expense
statements and year-end financial statements and budgets, including
any audited statements, for the Property for the calendar years 2003-
2005, and year to date 2006 as well as budget statements for 2006, a
current aging report of all accounts receivable for the Property,
property tax bills for the last three (3) years, and any supporting
information with respect to owner’s obligations under any CC&Rs or
similar documents.


                     5
                               (vii) Additional Due Diligence Items. Seller promptly
                    shall furnish such other information relating to the Property that is
                    reasonably requested by Buyer, to the extent such information either
                    is in the possession or control of Seller or its property manager and/or
                    asset manager or available to Seller through the exercise of
                    commercially reasonable efforts.

                (c)     Title Matters; Buyer’s Objections; Seller’s Right to Cure. Within
ten (10) business days after the later of the Effective Date or Buyer’s receipt of the Title
Report, Title Documents and Survey, Buyer shall either approve the title exceptions in
writing or notify Seller of Buyer’s objection to any title exceptions and shall notify Seller
of Buyer’s request for any certificates from the declarants or other parties to any CC&Rs
or Title Documents or similar arrangements (the “Declarant Estoppels”). Seller then
shall have a period of five (5) days in which to notify Buyer whether it will remove any
such objectionable title exceptions. If Seller does not agree to remove the objectionable
title exceptions to Buyer’s satisfaction, Buyer shall have the option to waive such
objectionable title exceptions and proceed to Closing, or terminate this Agreement on or
before the later of five (5) days after receipt of Seller’s notice or the end of the Due
Diligence Period. The Due Diligence Period shall be extended to the extent reasonably
necessary to accommodate the foregoing time periods. Notwithstanding the foregoing,
Seller agrees to pay and remove for the benefit of Buyer any mechanic’s lien, deed of
trust or mortgage, or other monetary lien or encumbrance on the Property, any
outstanding assessments, and any property taxes and other items that may become
delinquent prior to Closing, and Seller shall pay all costs in connection therewith
(collectively referred to as the “Removed Liens”).

                (d)     Buyer’s Inspections. Seller shall permit Buyer and its authorized
agents, consultants and contractors to enter upon the Property, during normal business
hours and upon at least twenty-four (24) hours’ notice to Seller, to make and perform
environmental evaluations and other inspections and investigations of the Property and
the Property Condition (as defined in Section 4(e) below). Buyer will obtain (or ensure
that its agents, consultants and contractors, as applicable, obtain) commercial general
liability insurance insuring against any liability arising out of any entry, tests or
investigations of the Property pursuant to the provisions hereof. Buyer will provide to
Seller a certificate of insurance evidencing Buyer’s or Buyer’s agents’, consultants’
and/or contractors’, as applicable, procurement of a commercial general liability
insurance policy as required herein prior to or simultaneous with their conducting any
physical inspection of the Property. Such insurance shall be in the amount of One
Million Dollars ($1,000,000) combined single limit for injury to or death of one or more
persons in an occurrence, and for damage to tangible property (including loss of use) in
an occurrence. The policy shall name Seller as an additional insured, and shall be
primary and non-contributing with any other insurance of Seller. The aforementioned
insurance coverage may be obtained under a blanket policy carried by Buyer or its
agents, consultants or contractors, as the case may be. Notwithstanding the foregoing,
Buyer shall not be permitted to undertake any invasive, intrusive or destructive testing of
the Property, including without limitation a “Phase II” environmental assessment, without
first obtaining Seller’s consent thereto, which consent shall not be unreasonably withheld

                                         6
or delayed, provided that Seller’s failure to advise Buyer within two (2) business days of
its disapproval of any such proposed test or assessment, together with the reasons for
such disapproval, shall be deemed Seller’s approval thereof, and in the case of any such
intrusive testing, Buyer shall increase the above-referenced insurance amount to Two
Million Dollars ($2,000,000). Buyer shall afford Seller a reasonable opportunity to have
a representative of Seller present to accompany the party undertaking such evaluations,
inspections, tests and other investigations of the physical condition of the Property. In
the event this Agreement is terminated, Buyer shall restore the Property to substantially
the condition in which it was found, provided that Buyer receives notice from Seller of
any condition requiring restoration of the Property within ten (10) days after termination
of this Agreement. To such extent, Buyer’s obligation to restore the Property shall
survive termination of this Agreement.

                (e)     As-Is Purchase. Subject to Seller’s compliance with its obligations
under this Agreement, Buyer acknowledges that prior to Closing it will have had the
opportunity to inspect the Property and observe the Property Condition (as defined
below). Buyer further acknowledges and agrees that except for any representations,
warranties or agreements made by Seller in or pursuant to this Agreement, neither Seller
nor any of Seller’s employees, agents or representatives has made any representations,
warranties or agreements by or on behalf of Seller as to any matters concerning the
Property Condition nor as to the studies, reports or information prepared by third parties
and furnished to Buyer with the due diligence materials hereunder. Buyer hereby
acknowledges and agrees that except as provided herein or in documents executed
pursuant to this Agreement the Property is to be purchased, conveyed and accepted by
Buyer in its present condition, “AS IS”, “WHERE IS” AND WITH ALL FAULTS,
and that no defect or deficiency in the Property Condition shall affect the rights of either
Seller or Buyer hereunder. Without limiting the foregoing, Buyer further specifically
agrees that, except for any representations made by Seller in this Agreement, and except
as otherwise expressly provided herein or in the documents executed and delivered by
Seller pursuant to this Agreement, Buyer shall acquire the Property solely upon the basis
of its independent inspection and investigation and in its current condition and the
“Property Condition” shall be defined to include, without limitation: (i) the quality,
nature, habitability, merchantability, use, operation, value, marketability, adequacy or
physical condition of the Property or any aspect or portion thereof, including, without
limitation, structural elements, foundation, roof, appurtenances, access, landscaping,
parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems,
facilities, equipment and appliances, soils, geology and groundwater, and whether the
Real Property lies within a special flood hazard area, an area of potential flooding, a fire
hazard area, or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property
or the square footage of the Improvements thereon or of any tenant space therein, (iii) the
development or income potential, or rights of or relating to, the Property or its use,
habitability, merchantability, or fitness, or the suitability, value or adequacy of such
Property for any particular purpose, (iv) the zoning or other legal status of the Real
Property or any other public or private restrictions on the use of the Property, or the
zoning or development of any adjoining or neighboring property, including any potential
or actual blockage of light, air or view, (v) the compliance of the Property or its
operation with any applicable codes, laws, regulations, statutes, ordinances, covenants,
                                         7
       conditions and restrictions of any governmental or regulatory agency or authority or of
       any other person or entity (including, without limitation, the ADA), (vi) the ability of
       Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer’s
       intended use or development of the Property, (vii) the presence or absence of Hazardous
       Materials (as defined in Section 8(f) below) on, in, under, above or about the Real
       Property or any adjoining or neighboring property, (viii) the quality of any labor and
       materials used in any Improvements, (ix) the condition of title to the Property, (x) the
       Leases, Contracts or any other agreements affecting the Real Property, (xi) Seller’s
       ownership of the Property or any portion thereof, or (xii) the economics of, or the income
       and expenses, revenue or expense projections or other financial matters, relating to the
       operation of the Property or the tax consequences of its ownership.

                       (f)    Expiration of Due Diligence Period. If Buyer does not deliver a
       notice to Seller before the end of the Due Diligence Period stating that Buyer elects to
       continue this Agreement in effect, Buyer shall be deemed to have elected to terminate
       this Agreement as of the end of the Due Diligence Period. Buyer may make such
       election to terminate for any reason or no reason. If this Agreement terminates in
       accordance with this Section 4(f), Title Company shall return the Deposit plus interest
       accrued thereon to Buyer, and neither party shall have any rights or obligations hereunder
       (except to the extent otherwise provided herein). If Buyer elects to continue this
       Agreement in effect, Buyer shall increase the amount of the Deposit as provided in
       Section 2(a)(ii).

               5.     Conditions to Closing. The following conditions are precedent to Buyer’s
obligation to purchase the Property (the “Conditions Precedent”):

                     (a)      Title Insurance. Title Company shall have issued or shall have
       unconditionally and irrevocably committed to issue the Title Policy to Buyer.

                      (b)     Deliveries Complete. Seller shall have delivered to Buyer or to
       Title Company the documents identified in Section 7(c) of this Agreement, and shall have
       delivered to Buyer during the Due Diligence Period all of the documents and information
       required to be delivered under Section 4(b) of this Agreement.

                      (c)     Estoppel Certificates. At least two (2) business days prior to the
       Closing, Seller shall have delivered original tenant estoppel certificates and subordination
       agreements duly executed by Tenants leasing not less than ninety percent (90%) of the
       leased rentable square footage in the Property, dated no more than twenty (20) days prior
       to the Closing, including without limitation, all Tenants leasing in excess of 8,000 square
       feet of the Improvements (the “Major Tenants”). Such estoppel certificates (the
       “Estoppel Certificates”) shall be substantially in the form attached hereto as Exhibit I,
       and such subordination agreements (“Subordination Agreements”) shall be substantially
       in the form furnished by Buyer within ten (10) days prior to end of the Due Diligence
       Period, and the Bank of America Lease Estoppel Certificate and Subordination
       Agreement may be in the forms attached to its Lease or, if none, the Standard Bank of
       America forms, with only such supplements or changes to such forms as may be
       approved by Buyer, and shall not disclose any defaults, offsets or credits, tenant

                                                8
bankruptcy or lease terms or conditions that vary from the terms disclosed in the Leases
delivered to Buyer. If the ninety percent (90%) threshold has not been satisfied as of the
date that is two (2) business days prior to the Closing Date, then Buyer shall have the
right, at Buyer’s election, to require Seller to deliver estoppel certificates executed by
Seller in the form attached hereto as Exhibit I with respect to any Leases for which
executed Estoppel Certificates have not been received. Buyer shall have the right to
extend the Closing Date for a reasonable period not to exceed seven (7) business days in
order to obtain Estoppel Certificates or Subordination Agreements meeting the above-
referenced threshold if they have not been obtained as of the Closing Date.

                (d)    Physical Condition; Tenants. The physical condition of the
Property shall be the same on the day of the Closing as on the Effective Date (except
changes due to the acts of Buyer under this Agreement, tenant improvements installed
pursuant to Leases, reasonable wear and tear and loss by casualty (subject to the
provisions of Section 11 (Risk of Loss) below)). The Aging Report (as defined in
Section 7(c)(xv)) shall not reflect any bankruptcy or insolvency proceeding or other
litigation or administrative agency or governmental proceeding, pending or threatened,
against or involving the Tenants which could materially adversely the creditworthiness of
such Tenants, or any delinquency in payment of Rent or other breach or default under
Leases, in each case representing in the aggregate two percent (2%) or more of the gross
income of the Property.

                (e)     Proceedings.     There shall be no undisclosed litigation or
administrative agency or other governmental proceeding, pending or threatened, against
or involving the Property which after Closing could materially adversely affect the value
of the Property or the ability of Buyer to operate the Property in the manner in which it is
currently being operated. For purposes of this Section 5(e) and Section 5(f), a matter
shall be deemed “undisclosed” if it was not disclosed during the Due Diligence Period in
Seller’s deliveries to Buyer described in Section 4(b).

                 (f)    No Violations. There shall be no uncured and undisclosed material
violations of any applicable local, state, regional and/or federal orders, ordinances, laws,
statutes, rules or regulations (any of the foregoing, “Laws”), including without limitation
any Hazardous Materials Laws, and no undisclosed failure to obtain any required permits,
certificates or approvals.

               (g)    Representations, Warranties and Covenants. Seller shall have
performed each and every covenant required to be performed by Seller under this
Agreement and the facts contained in all of Seller’s representations and warranties set
forth in this Agreement shall be true and correct as of the Closing (without regard to
qualifications as to Seller’s knowledge thereof). All materials furnished by Seller to
Buyer shall be accurate and complete copies, there shall be no amendments, alterations or
modifications thereof that have not been furnished to Buyer before the end of the Due
Diligence Period, and Seller shall not be aware of any other information that would make
such materials furnished to Buyer materially misleading in any respect as of the Closing
Date.


                                         9
The Conditions Precedent are intended solely for the benefit of Buyer. If any of the Conditions
Precedent is not timely satisfied, Buyer shall have the right in its sole discretion to either
terminate this Agreement or waive in writing the Condition Precedent and proceed with the
Closing.

The following conditions are precedent to Seller’s obligation to sell the Property (“Seller’s
Conditions”):

                     (x)      Deliveries Complete. Buyer shall have delivered to Title Company
       the documents listed in Section 7(d) of this Agreement.

                       (y)    Representations, Warranties and Covenants. Buyer shall have
       performed each and every covenant required to be performed by Buyer under this
       Agreement, and all of Buyer’s representations and warranties set forth in this Agreement
       shall be true and correct as of the Closing.

Seller’s Conditions are intended solely for the benefit of Seller. If any of Seller’s Conditions is
not timely satisfied, Seller shall have the right in its sole discretion either to terminate this
Agreement or waive in writing the Seller’s Condition and proceed with the Closing.

               6.     Remedies.

                      (a)     In the event the sale of the Property is not consummated because of
       a breach or default under this Agreement by Buyer, the Deposit shall be paid to and
       retained by Seller as liquidated damages and as Seller’s sole remedy for such breach or
       default. The parties have agreed that Seller’s actual damages in such event would be
       extremely difficult or impracticable to determine. THEREFORE, BY PLACING THEIR
       INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS
       BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’
       REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S
       EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE
       EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON
       OF A BREACH OR DEFAULT UNDER THIS AGREEMENT BY BUYER.
       HOWEVER, NOTHING IN THIS SECTION SHALL LIMIT THE EFFECTIVENESS
       OF THE INDEMNIFICATION OBLIGATIONS OF BUYER UNDER SECTIONS 10(b)
       AND 15(b) OF THIS AGREEMENT.

               INITIALS:      Seller _________       Buyer _________

                      (b)     In the event the sale of the Property is not consummated because of
       the failure of any then existing Condition Precedent, the Deposit plus interest accrued
       thereon shall be returned to Buyer. In the event of a breach or default under this
       Agreement by Seller that results in a failure to consummate the sale of the Property,
       Buyer may, as its sole remedies for such breach or default, either (i) terminate this
       Agreement by delivery of notice of termination to Seller, whereupon the Deposit plus
       interest accrued thereon shall be returned to Buyer and Buyer may recover Buyer’s Costs,
       as defined below; or (2) continue this Agreement pending Buyer’s action for specific
       performance hereunder, which action shall provide for any damages, as well as costs and
                                                10
attorneys’ fees, associated with such failure of performance. “Buyer’s Costs” shall mean
all out-of-pocket costs and expenses incurred by Buyer in the negotiation, execution,
performance, permitted actions or due diligence review under or in connection with this
Agreement. “Buyer’s Costs” shall be limited to an amount not to exceed Seventy-Five
Thousand Dollars ($75,000). Seller acknowledges and agrees that Buyer shall be entitled
to exercise any and all remedies available at law or in equity, singly or in any
combination, with respect to the enforcement of the obligations and liabilities of Seller
under this Agreement (including breach of a representation or warranty under this
Agreement) that are to survive the Closing.

              (c)     In the event that a party is entitled to the disbursement or return of
the Deposit under this Agreement, and the other party fails to make written demand on
the Title Company therefor within two (2) business days after request, the party failing to
make written demand shall be obligated to pay interest on the Deposit at the rate of ten
percent (10%) per annum.

       7.      Closing and Escrow.

               (a)     Upon mutual execution of this Agreement, the parties shall deposit
an executed counterpart of this Agreement with Title Company as instructions to Title
Company as the escrow holder for consummation of the purchase and sale contemplated
hereby. Seller and Buyer agree to execute such additional escrow instructions as may be
appropriate, or required by Title Company, to enable the escrow holder to comply with
this Agreement; provided that in the event of any conflict between the provisions of this
Agreement and any supplementary escrow instructions, the terms of this Agreement shall
control.

                (b)    The Closing hereunder shall be held and delivery of all items to be
made at the Closing shall be made at the offices of Title Company on or before 12:00
noon (Central Time) thirty(30) days after the expiration of the Due Diligence Period;
provided, however, Buyer shall use good faith reasonable efforts to cause the Closing to
occur within fifteen (15) days after the expiration of the Due Diligence Period, and
provided further that Buyer may elect to cause the Closing to occur on such earlier date
as Buyer elects upon at least two (2) business days’ written notice to Seller. Such date,
as it may be extended from time to time by the reasonable agreement of the parties, is
referred to as the “Closing Date.”

                (c)    By no later than 12:00 noon (Central Time) on the Closing, Seller
shall deliver to Buyer, or to Title Company as escrow holder, the following:

                              (i)     a duly executed and acknowledged Deed;

                              (ii)    a duly executed Bill of Sale;

                            (iii)   two (2) duly executed counterparts of the
                    Assignment of Intangible Property;



                                        11
        (iv)   two (2) duly executed counterparts of the
Assignment and Assumption of Leases;

          (v)    a duly executed Closing Certificate (as defined in
Section 8 below);

          (vi)     duly executed notices to the Tenants of the sale of
the Property, in the form of Exhibit L attached hereto;

         (vii) the originals of the Leases, provided that such items
may be delivered to Buyer outside of escrow on the Closing Date;

          (viii) the originals of any Assumed Contracts, and any
documents representing any other Intangible Property being
conveyed to Buyer, each to the extent in Seller’s or its agents’
possession, provided that such items may be delivered to Buyer
outside of escrow on the Closing Date;

           (ix)   such resolutions and authorizations relating to Seller
as shall be reasonably required by Buyer or Title Company;

         (x)    any other instruments or records called for
hereunder which have not previously been delivered, and keys to all
doors to the Improvements which are in Seller’s or its agents’
possession;

         (xi)     an affidavit pursuant to Section 1445(b)(2) of the
United States Internal Revenue Code (the “Code”) and on which
Buyer is entitled to rely, that Seller is not a “foreign person” within
the meaning of Section 1445(f)(3) of the Code, substantially in the
form of Exhibit J attached hereto;

         (xii) the originals of the Estoppel Certificates and
Subordination Agreements;

          (xiii) such disclosures and reports as are required by
applicable state and local law in connection with the conveyance of
real property;

          (xiv) all original letters of credit and certificates of
deposit representing security deposits under Leases, together with
assignment and transfer documents in form sufficient to permit Buyer
to draw thereon after Closing without further action or payments
(“Alternate Tenant Security”);

          (xv) an aging report and revised rent roll for the Property
as of a date no earlier than two (2) business days prior to the Closing
Date, including a certification stating whether, to Seller’s knowledge,

                    12
                             any Tenants or guarantors under the Leases are the subject of any
                             bankruptcy or insolvency proceeding or other litigation or
                             administrative agency or governmental proceeding, pending or
                             threatened, or are delinquent in payment of Rent or otherwise in
                             breach or default under their Leases (the “Aging Report”); and

                                       (xvi)   the duly executed Declarant Estoppels.

Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument
in writing.

                    (d)   At or before the Closing, Buyer shall deliver to Seller, or to Title
       Company as escrow holder, the following:

                                     (i)     two (2) duly executed counterparts of the
                             Assignment of Intangible Property;

                                     (ii)   two (2) duly executed counterparts of the
                             Assignment and Assumption of Leases;

                                      (iii)  such resolutions and authorizations relating to
                             Buyer as shall be reasonably required by Seller or Title Company;
                             and

                                        (iv)  the Purchase Price, as adjusted for prorations and
                             costs as provided herein.

Seller may waive compliance on Buyer’s part under any of the foregoing items by an instrument
in writing.

                     (e)    Seller and Buyer shall each deposit such other instruments as are
       reasonably required by the escrow holder or otherwise required to close the escrow and
       consummate the purchase and sale of the Property in accordance with the terms hereof.

                       (f)     The following are to be apportioned, charged and credited as of the
       Closing Date:

                                       (i)     Rents. Rent (which for these purposes includes any
                             license, parking or other income from the Property), operating cost
                             pass-throughs and other additional rent or charges payable to landlord
                             under the Leases (collectively “Rent”) and prepaid rent under the
                             Leases shall be apportioned as of the Closing Date, only to the extent
                             then paid, based on the actual number of days in the month or other
                             applicable period during which the Closing occurs. Any security
                             deposit shall be considered a credit for closing settlement purposes. If
                             any of the Alternate Tenant Security is not furnished at Closing as
                             required under Section 7(c)(xiv), Seller shall credit Buyer with the
                             face amount of the Alternate Tenant Security until such items are

                                                 13
furnished and Buyer may use and apply such amounts as if they were
proceeds of the Alternate Tenant Security under the applicable Lease.
Seller shall be entitled to invoice and collect from the Tenants after
the Closing any Rent payable for periods prior to Closing, provided
that Seller shall not be permitted to bring any action to terminate or
evict Tenants or take any other action to collect Rent to the extent
such action would adversely affect a Lease without first obtaining
Buyer’s consent, which consent may be withheld in Buyer’s sole
discretion. With respect to any Rent arrearages existing under the
Leases or operating cost pass-throughs billed by or paid to Buyer
after Closing, Buyer promptly shall pay to Seller any amounts
actually collected which are applicable to the period preceding the
Closing Date; provided that all such amounts collected by Buyer shall
be applied first to Rent due for the month in which the Closing
occurs, then to any unpaid Rent that has accrued for any month after
the month of Closing, and then to unpaid Rent that accrued prior to
the Closing Date. Buyer shall not be required to initiate any action to
recover any Rent payable for any period prior to Closing. Prior to
Closing, Seller shall prepare a reconciliation of the operating
expenses for which Tenants reimbursed Seller during 2006. If in
connection with the reconciliation it is determined that the operating
expense reimbursements collected by Seller for any period prior to
Closing were an amount less than the Tenants’ actual share of such
expenses, Buyer shall pay to Seller any deficiency payments made by
Tenants for such period as and when collected by Buyer. If in
connection with such reconciliation it is determined that Seller has
collected operating expense reimbursements that are in excess of
Tenants’ share of such expenses, Seller shall be responsible for and
shall repay such excess to the Tenants or, alternatively, Buyer may
elect that Seller pay to Buyer such amounts, and Buyer shall be
responsible for crediting or refunding to Tenants the amounts paid by
Seller. In connection therewith, Seller and Buyer may inspect each
other’s books and records relating to such operating expenses, upon
reasonable advance notice to the other party, at reasonable times.

           (ii)  Leasing Costs.       Seller shall pay all leasing
commissions, tenant improvement costs, concessions, legal fees and
space planning costs for Leases, and other costs associated with the
initial terms of the Leases and any extensions, renewals and
expansions under the Leases (collectively, “Leasing Costs”), whether
payable before or after the Closing Date, except that Buyer shall pay
Leasing Costs (excluding concessions and legal fees) to the extent the
obligations therefor arise under new Leases or Lease amendments
(and related approved leasing commission arrangements) that are
entered into after the Effective Date and are approved by Buyer
pursuant to Section 13 or that arise under renewals or extensions of
Leases for which notices of renewal or extension are received after
                    14
the Effective Date. The foregoing allocation of payment
responsibilities for Leasing Costs is subject to any contradictory
allocations on SCHEDULE ( )1 attached hereto. Buyer shall
receive credit for any period of free rent or period during which rent
has not commenced or is deferred occurring on or after the Closing
Date, and for any termination or other fee or charge paid by a Tenant
or any leasing commission refunded to the extent such fee, charge or
commission relates to the period occurring from and after Closing.

           (iii)   Utility Charges. To the extent Seller (rather than
any Tenant) is responsible for the charges related thereto, Seller will
request that all utility meters be read up to one week prior to the
Closing Date, and the utility charges will be prorated based on an
approximation of utility usage up to the Closing Date calculated on
historical use patterns. At Buyer’s option, either (x) Buyer will make
any deposit required by the utility companies to establish service in
Buyer’s name, and Seller will receive from the utility companies the
return of any such deposits by Seller, or (y) Buyer will pay to Seller
at Closing the amount of such deposit(s) made by Seller, and Seller
will assign to Buyer all of its right, title and interest in and to the
applicable deposit(s) relating thereto. Buyer will be responsible for
the cost of all utilities used on or after the Closing Date, and Seller
will be responsible for the cost of all utilities used prior to the
Closing Date.

           (iv)    Other Apportionments. Amounts payable under the
Assumed Contracts, annual or periodic permit and/or inspection fees,
and liability for other Property operation and maintenance expenses
and other recurring costs approved by Buyer or disclosed to Buyer in
the materials delivered to Buyer pursuant to Section 4(b) will be
apportioned as of the Closing Date. Seller will pay the premium for
the Title Policy except that Buyer will pay the costs of the
endorsements). Sales tax (if any) on the Personal Property will be
paid by Seller. Seller will pay the cost of any documentary or
transfer taxes applicable to the sale, one-half of escrow agent’s fees
and costs, and all other costs incurred by Seller, including attorneys’
fees, in connection with the transaction contemplated by this
Agreement. Buyer will pay one-half of escrow agent’s fees and
costs, and all other costs incurred by Buyer, including attorneys’ fees,
in connection with the transaction contemplated by this Agreement.
Any other customary title or escrow fees shall be paid one-half by
each of Buyer and Seller.

          (v)     Real Estate Taxes and Special Assessments.
General real estate taxes and assessments and personal property taxes
payable for all tax years ending prior to the Closing Date, and any
supplemental tax assessments relating to the period prior to the

                    15
                           Closing, will be paid by Seller. General real estate taxes and
                           assessments and personal property taxes allocable to the tax year in
                           which the Closing Date occurs will be prorated between Seller and
                           Buyer as of the Closing Date.

                                     (vi)   Closing Statement. Title Company shall prepare a
                           preliminary Closing settlement statement and shall deliver such
                           statement to Buyer and Seller for approval no less than three (3)
                           business days prior to the Closing Date.

                                     (vii) Post-Closing Reconciliation. If any of the aforesaid
                           prorations cannot be calculated accurately on the Closing Date, then
                           they shall be calculated as soon after the Closing Date as feasible.
                           Either party owing the other party a sum of money based on such
                           subsequent proration(s) shall pay said sum to the other party within
                           ten (10) days of receipt of an invoice therefor.

                                     (viii) Survival. The provisions of this Section 7(f) shall
                           survive the Closing.

               8.      Representations and Warranties of Seller. Seller and Van A Morrison
(who directly or indirectly manages or controls Seller and joins as signatory to this Agreement
with respect to Seller’s representations and warranties set forth in this Section 8 and indemnities
under Section 10) (“Indemnitors”) hereby represent and warrant to Buyer as follows, which
representations and warranties shall be true as of the date of this Agreement and as of the
Closing:

                      (a)    Seller’s Status. Seller is duly organized, validly existing and
       qualified and empowered to conduct its business, and has full power and authority to
       enter into and perform the terms of this Agreement. Neither the execution and delivery
       of this Agreement, nor its performance by Seller, will conflict with or result in the breach
       of any contract, agreement, law, rule or regulation to which Seller is a party or by which
       Seller is bound. There are no actions or proceedings pending or threatened to liquidate,
       reorganize, place in bankruptcy or dissolve Seller, and Seller is contemplating no such
       action.

                      (b)    Enforceability. This Agreement is duly authorized and executed
       by Seller, and this Agreement and all documents required to be executed by Seller in
       connection herewith, are and shall be valid, legally binding obligations of Seller,
       enforceable in accordance with their terms.

                      (c)    Proceedings and Conditions. There is no action, proceeding,
       reassessment or special assessment or investigation pending or, to Seller’s knowledge,
       threatened against Seller relating to the Property, or against the Property or any part
       thereof, before any court or governmental department, commission, board, agency or
       instrumentality (any of the foregoing, an “Authority”), except as may be specified on
       Exhibit K attached hereto. Seller has not received a notice from any Authority regarding

                                                16
and, to Seller’s knowledge, there does not exist any failure to obtain required licenses,
permits or approvals, uncured violation of Laws, proposal to change the zoning of or plan
elements relating to the Property, or other material defect in the Property Condition,
except as may be specified on Exhibit K attached hereto. Seller has delivered to Buyer
copies of all licenses, approvals or permits required for the ownership or operation of the
Property. Seller is not aware of any liens, encumbrances, easements, licenses or mutual
use agreements that affect the Property other than as shown in the Title Documents.

               (d)     Contracts. Except as listed on Exhibit H, there are no contracts or
agreements in effect made by or on behalf of Seller or its agents or relating to the
ownership, construction, leasing, operation, management or maintenance of the Property,
including equipment or telecommunications leases, or amendments thereto, that would be
binding on a successor owner of the Property, and there are no mechanic’s or
materialmen’s liens or lien rights arising from any labor or materials furnished to the
Property. At Closing, the only contracts or agreements binding on a successor owner of
the Property made by or on behalf of Seller or its agents will be the Assumed Contracts,
the Leases, and the Title Documents. To Seller's knowledge, no party is in default under
any of the 
				
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Description: Purchase and Sales Agreement- Office or Portfolio comprehensive purchase and sales agreement for all types of investment property includes all necessary exhibits and schedules including description real property, description of personal property, special warranty deed, bill of sale, assignment of intangible property, assignment and assumption of leases, schedule of leases, schedule of existing contracts, tenant estoppel certificate, certificate of transfer other than an individual, list proceedings and other disclosures, form notice to tenants, special leasing or cost allocations. Pages:50
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PARTNER Ted  Prosser
L. Ted Prosser, MANAGING PARTNER Landmark Asset Management Inc, Sequoia Properties, LLLP, Sequoia Equity Partners Ted has been involved in commercial real estate development and construction since 1977. His experience includes developing office parks and ski resorts in Colorado, as well as historic renovation around the country. He has completed over one million square feet commercial office and historic renovations including a large part of downtown Asheville. He is the President and Founder of Landmark Asset Management and the Managing Partner of Sequoia Properties, LLLP and Sequoia Equity Partners. He is a graduate of the University of Georgia and Cornell Advanced Investments and Valuations Program. He is a Certified Commercial Investment Member Candidate (CCIM) having completed all of the required coarse work. Ted is also a US Coast Guard licensed Boat Captain Cell and Voice Mail 828 242-4722 E-mail: tedpro@landmarkam.com