THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

 

                                                                  Exhibit 10.145

                 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

     THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "AMENDMENT") is
dated effective as of the 11th day of May, 2004 (the "EFFECTIVE DATE"), by and
between ASG WATAUGA PAVILION, LTD., a Texas limited partnership ("SELLER") and
INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("PURCHASER").

                                    RECITALS

     A.   Seller and Purchaser have previously entered into that certain
Purchase and Sale Agreement dated effective April 20, 2004 (as amended, the
"CONTRACT") in connection with the sale of certain property located in Watauga,
Tarrant County, Texas, as more fully described therein.

     B.   Seller and Purchaser wish to amend the terms of the Contract in order
to extend certain dates contained therein.

                                    AGREEMENT

     NOW, THEREFORE, for and in consideration of the foregoing premises, and the
covenants and agreements of the parties set forth hereinbelow, together with
other good and valuable consideration received by each of the parties, the
receipt and sufficiency of which are hereby acknowledged and confessed by each
of the parties, the parties do hereby covenant and agree as follows:

     1.   DEFINITIONS. Capitalized terms which are used but not defined in this
Amendment shall have the meanings ascribed thereto in the Contract.

     2.   INSPECTION PERIOD. The definition of "Inspection Period" as contained
in SECTION 1 of the Contract is hereby amended to provide that the Inspection
Period will expire at 5:00 p.m., Dallas, Texas time on Friday, May 21, 2004.
Notwithstanding anything contained herein to the contrary, Purchaser hereby
acknowledges that as of the Effective Date of this Amendment, (a) except as
expressly provided on EXHIBIT A attached hereto, Purchaser has approved the
condition of the Property, (b) Purchaser hereby waives any and all claims and
rights whatsoever to terminate the Contract pursuant to SECTION 6.3 thereof
except for those issues shown on EXHIBIT A, and (c) that the Inspection Period
is being extended solely to allow Seller and Purchaser to resolve the issues set
form on EXHIBIT A. In the event that any of such issues are not resolved on or
before the expiration of the Inspection Period, as so extended, Purchaser must
elect to either (i) terminate this Agreement by written notice delivered to
Seller prior to the expiration of the Inspection Period, as so extended (which
written notice shall specifically set forth Purchaser's reason(s) for
termination), in which case Escrow Agent will return the Earnest Money to
Purchaser, or (ii) waive such unresolved issue(s) and proceed toward Closing. If
Purchaser does not deliver the written notice of termination prior to the
expiration of the Inspection Period, Purchaser shall be deemed to have waived
any and all claims or rights whatsoever to terminate this Agreement pursuant to
SECTION 6.3 of the Contract, and Seller and Purchaser will proceed with the
Closing.

Page 1


     3.   CLOSING DATE. The definition of "Closing Date" as contained in
SECTION 1 of the Contract is hereby deleted in its entirety, and replaced with
the following:

          "CLOSING DATE: May 27, 2004, or on such earlier date as may be
mutually agreed to by Seller and Purchaser, subject to the terms and provisions
of this Agreement."

     4.   RATIFICATION. Except as expressly provided in this Amendment, all of
the terms and provisions of the Contract shall remain unaffected, unchanged and
unimpaired by reason of this Amendment. The Contract, as amended by this
Amendment, is hereby ratified, confirmed and continued in full force and effect.

     5.   COUNTERPARTS. This Amendment may be executed in counterparts, in which
case all such counterparts taken together shall constitute one and the same
instrument which is binding upon all parties hereto, notwithstanding that all of
the parties are not signatories to the original or the same counterpart.
Facsimile signatures shall be treated as original signatures hereon.

Page 2


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Effective Date stated above.

                                                SELLER:

                                                ASG WATAUGA PAVILION, LTD.,
                                                a Texas limited partnership

                                                By: ASG Real Estate Company,
                                                    a Texas corporation
                                                    General Partner

                                                    By: /s/ Ahmad A. Sbaiti
                                                        ------------------------
                                                    Name: Ahmad A. Sbaiti
                                                          ----------------------
                                                    Title: Vice President
                                                           ---------------------

                                                PURCHASER:

                                                INLAND REAL ESTATE ACQUISITIONS,
                                                INC.,
                                                an Illinois corporation

                                                By: /s/ G. Joseph Cosenza
                                                   -----------------------------
                                                Name: G. Joseph Cosenza
                                                     ---------------------------
                                                Title: President
                                                      --------------------------

Signature Page


     Escrow Agent hereby executes this Third Amendment to Purchase and Sale
Agreement solely for the purposes of acknowledging the provisions regarding the
disbursement of the Earnest Money, as may be amended hereby.

                                                ESCROW AGENT:

                                                CHICAGO TITLE INSURANCE COMPANY

                                                By:
                                                   -----------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------

Signature Page


                                    EXHIBIT A

                               LIST OF OPEN ISSUES

1.    Seller and Purchaser shall have mutually agreed (in their respective
      reasonable discretion) upon the form and substance of the Post-Closing
      Escrow and Master Lease Agreement to be executed at Closing. In addition
      to the matters contemplated by the Contract, the Post-Closing Escrow and
      Master Lease Agreement will include a provision for an escrow to be
      deposited by Seller at Closing in connection with a credit to be given to
      Purchaser for Purchaser's pro rata share of any free rent attributable to
      the period after the Closing Date applicable to the Tenant Lease with
      Party City and the Tenant Lease with Half Price Books.

2.    Seller and Purchaser shall have mutually agreed (in their respective
      reasonable discretion) upon the form and substance of a side letter
      agreement to be executed at Closing with respect to the payment of any
      tenant improvement allowances for tenants who have performed the
      finish-out under their respective Tenant Leases prior to Closing, but as
      of the Closing Date have not provided to Seller the documentation required
      under the applicable Tenant Lease as a condition to the payment of the
      tenant improvement allowance.

3.    Seller shall have provided Purchaser with verification of the rent start
      date and the subsequent free rental period in connection with the Oshman's
      Lease.

4.    Seller shall have provided Purchaser with evidence reasonably satisfactory
      to Purchaser of the resolution of the roof/gutter drainage issues for the
      Bed Bath and Beyond premises and the PetsMart premises, as more fully
      described in the letter dated April 22, 2004 from G. Joseph Cosenza to
      Adam Howells and James Hankins.

Solo Page


                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

      THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "AMENDMENT") is
dated effective as of the 6th day of May, 2004 (the "EFFECTIVE DATE"), by and
between ASG WATAUGA PAVILION, LTD., a Texas limited partnership ("SELLER") and
INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("PURCHASER").

                                    RECITALS

      A.    Seller and Purchaser have previously entered into that certain
Purchase and Sale Agreement dated effective April 20, 2004 (as amended, the
"CONTRACT") in connection with the sale of certain property located in Watauga,
Tarrant County, Texas, as more fully described therein.

      B.    Seller and Purchaser wish to amend the terms of the Contract in
order to extend certain dates contained therein.

                                    AGREEMENT

      NOW, THEREFORE, for and in consideration of the foregoing premises, and
the covenants and agreements of the parties set forth hereinbelow, together with
other good and valuable consideration received by each of the parties, the
receipt and sufficiency of which are hereby acknowledged and confessed by each
of the parties, the parties do hereby covenant and agree as follows:

      1.    DEFINITIONS. Capitalized terms which are used but not defined in
this Amendment shall have the meanings ascribed thereto in the Contract.

      2.    INSPECTION PERIOD. INSPECTION PERIOD. The definition of "Inspection
Period" as contained in SECTION 1 of the Contract is hereby amended to provide
that the Inspection Period will expire at 5:00 p.m., Dallas, Texas time on
Tuesday, May 11, 2004. Notwithstanding anything contained herein to the
contrary, Purchaser hereby acknowledges that as of the Effective Date of this
Amendment, (a) except as expressly provided on EXHIBIT A attached hereto,
Purchaser has approved the condition of the Property, (b) Purchaser hereby
waives any and all claims and rights whatsoever to terminate the Contract
pursuant to SECTION 6.3 thereof except for those issues shown on EXHIBIT A, and
(c) that the Inspection Period is being extended solely to allow Seller and
Purchaser to resolve the issues set forth on EXHIBIT A. In the event that any of
such issues are not resolved on or before the expiration of the Inspection
Period, as so extended, Purchaser must elect to either (i) terminate this
Agreement by written notice delivered to Seller prior to the expiration of the
Inspection Period, as so extended (which written notice shall specifically set
forth Purchaser's reasons(s) for termination), in which case Escrow Agent will
return the Earnest Money to Purchaser, or (ii) waive such unresolved issue(s)
and proceed toward Closing. If Purchaser does not deliver the written notice of
termination prior to the expiration of the Inspection Period, Purchaser shall be
deemed to have waived any and all claims or rights whatsoever to terminate this
Agreement pursuant to SECTION 6.3 of the Contract, and Seller and Purchaser
will proceed with the Closing.

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      3.    ACCESS EASEMENTS. Seller and Purchaser hereby agree that, upon the
request of Seller, Purchaser shall grant to Seller at Closing one or more access
easements across the portions of the Property that are immediately adjacent to
the tracts of land currently owned by Seller and more commonly described as Lots
4, 5R and 6R-1, Block 1 of Watauga Pavilion, the form and substance of which
easements shall be acceptable to Seller and Purchaser in their respective
reasonable discretion.

      4.    RATIFICATION. Except as expressly provided in this Amendment, all of
the terms and provisions of the Contract shall remain unaffected, unchanged and
unimpaired by reason of this Amendment. The Contract, as amended by this
Amendment, is hereby ratified, confirmed and continued in full force and effect.

      5.    COUNTERPARTS. This Amendment may be executed in counterparts, in
which case all such counterparts taken together shall constitute one and the
same instrument which is binding upon all parties hereto, notwithstanding that
all of the parties are not signatories to the original or the same counterpart.
Facsimile signatures shall be treated as original signatures hereon.

Page 2


      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Effective Date stated above.

                                                SELLER:

                                                ASG WATAUGA PAVILION, LTD.,
                                                a Texas limited partnership

                                                By: ASG Real Estate Company,
                                                    a Texas corporation
                                                    General Partner

                                                    By:  /s/ Ahmad A. Sbaiti
                                                        ------------------------
                                                    Name: Ahmad A. Sbaiti
                                                          ----------------------
                                                    Title: Vice President
                                                           ---------------------

                                                PURCHASER:

                                                INLAND REAL ESTATE ACQUISITIONS,
                                                INC.,
                                                an Illinois corporation

                                                By: /s/ G. Joseph Cosenza
                                                   -----------------------------
                                                Name: G. Joseph Cosenza
                                                     ---------------------------
                                                Title: President
                                                      --------------------------

Signature Page


      Escrow Agent hereby executes this Second Amendment to Purchase and Sale
Agreement solely for the proposes of acknowledging the provisions regarding the
disbursement of the Earnest Money, as may be amended hereby.

                                                ESCROW AGENT:

                                                CHICAGO TITLE INSURANCE COMPANY

                                                By:
                                                   -----------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------

Signature Page


                                    EXHIBIT A

                               LIST OF OPEN ISSUES

1.    Purchaser shall have received a revised Title Commitment and revised
      Survey which addresses, to Purchaser's reasonable satisfaction, those
      matters described in that certain letter dated May 6, 2004 from Andrew
      Viola to Seller and to Seller's counsel setting forth Purchaser's
      objections to title and survey matters pursuant to SECTION 5.3 of the
      Contract.

2.    Seller and Purchaser shall have mutually agreed (in their respective
      reasonable discretion) upon the form and substance of the Post-Closing
      Escrow and Master Lease Agreement to be executed at Closing.

3.    Seller and Purchaser shall have mutually agreed (in their respective
      reasonable discretion) upon the form and substance of a side letter
      agreement to be executed at Closing with respect to the payment of any
      tenant improvement allowances for tenants who have performed the
      finish-out under their respective Tenant Leases prior to Closing, but as
      of the Closing Date have not provided to Seller the documentation required
      under the applicable Tenant Lease as a condition to the payment of the
      tenant improvement allowance.

4.    Seller shall have provided Purchaser with verification of the rent start
      date and the subsequent free rental period in connection with the Oshman's
      Lease.

5.    Seller shall have provided Purchaser with evidence reasonably satisfactory
      to Purchaser of the resolution of the roof/gutter drainage issues for the
      Bed Bath and Beyond premises and the PetsMart premises, as more fully
      described in the letter dated April 22, 2004 from G. Joseph Cosenza to
      Adam Howells and James Hankins.

6.    Verification by Purchaser during the Inspection Period of all
      representations and covenants made by Seller in that certain letter
      received by Purchaser via facsimile dated April 27, 2004 from James J.
      Hankins of ASG Real Estate Company to G. Joseph Cosenza.

Solo Page


                 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

      THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "AMENDMENT") is
dated effective as of the 28th day of April, 2004 (the "EFFECTIVE DATE"), by and
between ASG WATAUGA PAVILION, LTD., a Texas limited partnership ("SELLER") and
INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("PURCHASER").

                                    RECITALS

      A.    Seller and Purchaser have previously entered into that certain
Purchase and Sale Agreement dated effective April 20, 2004 (the "CONTRACT") in
connection with the sale of certain property located in Watauga, Tarrant County,
Texas, as more fully described therein.

      B.    Seller and Purchaser wish to amend the terms of the Contract in
order to extend certain dates contained therein.

                                    AGREEMENT

      NOW, THEREFORE, for and in consideration of the foregoing premises, and
the covenants and agreements of the parties set forth hereinbelow, together with
other good and valuable consideration received by each of the parties, the
receipt and sufficiency of which are hereby acknowledged and confessed by each
of the parties, the parties do hereby covenant and agree as follows:

      1.    DEFINITIONS. Capitalized terms which are used but not defined in
this Amendment shall have the meanings ascribed thereto in the Contract.

      2.    INSPECTION PERIOD. INSPECTION PERIOD. The definition of "Inspection
Period" as contained in SECTION 1 of the Contract is hereby amended to provide
that the Inspection Period will expire at 5:00 p.m., Dallas, Texas time on
Thursday, May 6, 2004. Notwithstanding anything contained herein to the
contrary, Purchaser hereby acknowledges that as of the Effective Date of this
Amendment, (a) except as expressly provided on EXHIBIT A attached hereto,
Purchaser has approved the Condition of the Property, (b) Purchaser hereby
waives any and all claims and rights whatsoever to terminate the Contract
pursuant to SECTION 6.3 thereof except for those issues shown on EXHIBIT A. and
(c) that the Inspection Period is being extended solely to allow Seller and
Purchaser to resolve the issues set forth on EXHIBIT A. In the event that any of
such issues are not resolved on or before the expiration of the Inspection
Period, as so extended, Purchaser must elect to either (i) terminate this
Agreement by written notice delivered to Seller prior to the expiration of the
Inspection Period, as so extended (which written notice shall specifically set
forth Purchaser's reason(s) for termination), in which case Escrow Agent will
return the Earnest Money to Purchaser, or (ii) waive such unresolved issue(s)
and proceed toward Closing. If Purchaser does not deliver the written notice of
termination prior to the expiration of the Inspection Period, Purchaser shall be
deemed to have waived any and all claims or rights whatsoever to terminate this
Agreement pursuant to SECTION 6.3 of the Contract, and Seller and Purchaser will
proceed with the Closing.

      3.    RATIFICATION. Except as expressly provided in this Amendment, all of
the terms and provisions of the Contract shall remain unaffected, unchanged and
unimpaired by reason of

Page 1


this Amendment. The Contract, as amended by this Amendment, is hereby ratified,
confirmed and continued in full force and effect.

      4.    COUNTERPARTS. This Amendment may be executed in counterparts, in
which case all such counterparts taken together shall constitute one and the
same instrument which is binding upon all parties hereto, notwithstanding that
all of the parties are not signatories to the original or the same counterpart.
Facsimile signatures shall be treated as original signatures hereon.

Page 2


      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Effective Date stated above.

                                                SELLER:

                                                ASG WATAUGA PAVILION, LTD.,
                                                a Texas limited partnership

                                                By: ASG Real Estate Company,
                                                    a Texas corporation
                                                    General Partner

                                                    By: /s/ Ahmad A. Sbaiti
                                                        ------------------------
                                                    Name: Ahmad A. Sbaiti
                                                          ----------------------
                                                    Title: Vice President
                                                           ---------------------

                                                PURCHASER:

                                                INLAND REAL ESTATE ACQUISITIONS,
                                                INC.,
                                                an Illinois corporation

                                                By: /s/ B. Joseph Cosenza
                                                   -----------------------------
                                                Name: B. Joseph Cosenza
                                                     ---------------------------
                                                Title: President
                                                      --------------------------

Signature Page


      Escrow Agent hereby executes this First Amendment to Purchase and Sale
Agreement solely for the purposes of acknowledging the provisions regarding the
disbursement of the Earnest Money, as may be amended hereby.

                                                ESCROW AGENT:

                                                CHICAGO TITLE INSURANCE COMPANY

                                                By:
                                                   -----------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------

Signature Page


                                   EXHIBIT A

                               LIST OF OPEN ISSUES

1.    Seller shall have delivered the Survey to Purchaser on or before May 4,
      2004, and Purchaser shall have the opportunity to review and approve the
      Survey with the existing title commitment and exception documents as
      provided in the Contract.

2.    The form and content of the KPMG audit letter shall have been agreed upon
      by Seller and KPMG, in their respective reasonable discretion.

3.    Seller and Purchaser shall have mutually agreed (in their respective
      reasonable discretion) upon the form and substance of the Post-Closing
      Escrow and Master Lease Agreement to be executed at Closing.

4.    Seller and Purchaser shall have mutually agreed (in their respective
      reasonable discretion) upon the form and substance of a side letter
      agreement to be executed at Closing with respect to the payment of any
      tenant improvement allowances for tenants who have performed the finish-
      out under their respective Tenant Leases prior to Closing, but as of the
      Closing Date have not provided to Seller the documentation required under
      the applicable Tenant Lease as a condition to the payment of the tenant
      improvement allowance.

5.    Seller shall have provided Purchaser with verification of the rent start
      date and the subsequent free rental period in connection with the Oshman's
      Lease.

6.    Seller shall have provided Purchaser with evidence reasonably satisfactory
      to Purchaser of the resolution of the roof/gutter drainage issues for the
      Bed Bath and Beyond premises and the PetsMart premises, as more fully
      described in the letter dated April 22, 2004 from G. Joseph Cosenza to
      Adam Howells and James Hankins.

7.    Verification by Purchaser during the Inspection Period of all
      representations and covenants made by Seller in that certain letter
      received by Purchaser via facsimile dated April 27, 2004 from James J.
      Hankins of ASG Real Estate Company to G. Joseph Cosenza (the actual
      original letter and documentation described therein not having been
      received by Purchaser as of the date hereof).

Solo Page


                           PURCHASE AND SALE AGREEMENT

      This PURCHASE AND SALE AGREEMENT ("AGREEMENT") is made and entered into
effective as of the Effective Date by and between ASG WATAUGA PAVILION, LTD., a
Texas limited partnership ("SELLER"), and INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation ("PURCHASER").

                             SECTION 1 - DEFINITIONS

      DEFINITIONS. As used herein, the following terms have the meanings given
to them below:

            BILL OF SALE AND ASSIGNMENT: A bill of sale, conveyance and
assignment instrument, in the form of EXHIBIT "C" attached hereto and
incorporated herein by reference, conveying the Personal Property, Tenant
Leases, Contracts, Licenses and Permits and Intangible Property to Purchaser.

            BROKER: Holiday Fenoglio Fowler, L.P., 8401 North Central
Expressway, Suite 400, Dallas, Texas 75225, Attn. Barry M. Brown/Adam Howells,
Telephone: 214.265.0880, Facsimile: 214.265.9564.

            CLOSING: The exchange of documents and funds to consummate the
transaction contemplated herein.

            CLOSING DATE: The date of Closing, which will be on the date that is
five (5) business days following the expiration of the Inspection Period or on
such earlier date as may be mutually agreed to by Seller and Purchaser, subject
to the terms and provisions of this Agreement.

            CODE: The Internal Revenue Code of 1986, as heretofore or hereafter
amended, and the regulations from time to time promulgated thereunder.

            COMMISSION: The commission payable to Broker upon the Closing
pursuant to a separate agreement between Seller and Broker.

            CONTRACTS: All right, title and interest of Seller in and to any and
all management agreements, service contracts, maintenance contracts, warranties,
guaranties, bonds, construction contracts, architectural contracts, parking
agreements and other written agreements affecting the operation of the Land or
Improvements.

            COUNTY: Tarrant County, the county in which the Property is located.

            DEED: A special warranty deed, in the form of EXHIBIT "B" attached
hereto and incorporated herein by reference, conveying the Land and Improvements
to Purchaser, subject to the Permitted Exceptions.

            DUE DILIGENCE ITEMS: The reports and other written information
relating to the Property identified under SECTION 11.1(d) hereof as having been
delivered to Purchaser prior to the Effective Date.

            DUE DILIGENCE DELIVERY DATE: The date prior to the Effective Date on
which Seller delivered to Purchaser all of the Due Diligence Items as required
under SECTION 11.1(d) hereof. Such date is hereby designated and agreed upon as
March 29, 2004.

Page 1


            EARNEST MONEY: Funds delivered by Purchaser to Escrow Agent in
accordance with SECTION 4 (less the Independent Consideration), to be held by
Escrow Agent and applied to the Purchase Price or otherwise disbursed in
accordance with the provisions of this Agreement.

            EFFECTIVE DATE: The date Escrow Agent acknowledges its receipt of a
fully-executed counterpart of this Agreement and agrees to be bound by the
provisions hereof.

            ESCROW AGENT: Chicago Title Insurance Company, Attention:
Nancy Castro, Assistant Vice President and Senior Escrow Officer, 171 North
Clark Street, Chicago, Illinois 60601, Telephone: 312.223.2709; Facsimile:
312.223.2108.

            IMPROVEMENTS: All right, title and interest of Seller in and to any
buildings, structures, fixtures, utility lines and infrastructure presently
situated on or under the Land.

            INSPECTION PERIOD: The period of time beginning on the Due Diligence
Delivery Date and ending at 5:00 p.m. Dallas, Texas time on the date that is 30
days thereafter.

            INTANGIBLE PROPERTY: All right, title and interest of Seller in and
to the trade name "Watauga Pavilion" and any and all other trade names,
trademarks and logos used by Seller exclusively in the operation or
identification of the Land and Improvements (and not in connection with Seller's
other business or properties), and any goodwill related thereto. Intangible
Property shall not include, without limitation, the names "ASG" and "Al Shall".

            LAND: Approximately 21.6435 acres of land located at 7600-7620
Denton Highway in Watauga, Tarrant County, Texas, being more particularly
described on EXHIBIT "A" attached hereto and incorporated herein by reference,
together with all benefits, privileges, hereditaments, rights and appurtenances
pertaining to such land.

            LICENSES AND PERMITS: All right, title and interest of Seller in and
to all licenses, permits, certificates of occupancy, approvals, dedications,
subdivision maps or plats, conditional and special use permits and similar
entitlements issued, approved or granted to or for the benefit of Seller which
relate to the Land, Improvements, Personal Property, Tenant Leases, Contracts or
Intangible Property.

            MAJOR TENANTS: Collectively, the following tenants under a Tenant
Lease at the Property: Pier 1 Imports, Office Depot, Oshmans, Ross, Bed Bath &
Beyond, Cost Plus World Market, PetsMart, Half Price Books and Party City. The
other tenants under a Tenant Lease at the Property not identified as
constituting a Major Tenant under this definition are collectively referred to
as the "ADDITIONAL TENANTS" hereunder.

            MASTER LEASE PREMISES: Collectively, (i) the rentable tenant space
within the Improvements that is vacant and unoccupied and is not subject to any
Tenant Lease at Closing, and (ii) the rentable tenant space to be constructed by
Seller after Closing within the Post-Closing Improvements. The Master Lease
Premises shall be identified and designated at Closing by written notice from
Seller to Purchaser. The Master Lease Premises (including the Post-Closing
Improvements) is anticipated to comprise approximately 13,000 total square feet
of rentable space, and the Master Lease Premises will be covered by the
Post-Closing Escrow and Master Lease Agreement executed and delivered at Closing
as provided herein.

            MASTER LEASE REDUCTION: After Closing, each reduction in the tenant
space constituting the Master Lease Premises that shall automatically occur upon
the Occupancy by a tenant under a new Tenant Lease covering that portion of the
Master Lease Premises. Upon each new Occupancy of a portion of the Master Lease
Premises after Closing, (i) the tenant space covered by the applicable new

Page 2


Tenant Lease shall be automatically removed from the Post-Closing Escrow and
Master Lease Agreement and shall no longer constitute a portion of the Master
Lease Premises, (ii) the rent, additional rent and other triple-net sums payable
to Purchaser under the Post-Closing Escrow and Master Lease Agreement from the
Master Lease Rent Escrow shall automatically be reduced by the gross amount of
all of base rent, additional rent, triple-net payments and tenant reimbursables
payable and/or scheduled for payment under the applicable Tenant Lease during
the remaining portion of the term of the Post-Closing Escrow and Master Lease
Agreement, (iii) the amount under the previous ITEM (ii) shall be immediately
released and disbursed to Seller from the Master Lease Rent Escrow, and (iv) the
future monthly payment amounts to be made out of the Master Lease Rent Escrow
shall be automatically recalculated upon the release and disbursement of the
amount under the previous ITEM (iii) based on the amount remaining in the Master
Lease Rent Escrow and the number of months remaining in the term of the
Post-Closing Escrow and Master Lease Agreement.

            MASTER LEASE RENT ESCROW: That certain separate escrow account
established with Escrow Agent into which the aggregate amount of $715,960.00
will be funded at Closing. Such amount constitutes Seller's total rental
obligations, triple-net obligations and other monetary obligations under the
Post-Closing Escrow and Master Lease Agreement (other than the monetary
obligations under the Post-Closing Escrow and Master Lease Agreement secured by
the Post-Closing Construction Escrow and the TILC Escrow). All such obligations
shall be paid and satisfied out of the Master Lease Rent Escrow as same become
due and payable under the Post-Closing Escrow and Master Lease Agreement. The
Post-Closing Escrow and Master Lease Agreement shall govern the establishment,
use, handling, disbursement and conditions of the Master Lease Rent Escrow.

            OCCUPANCY: For purposes of determining (i) the tenant space
constituting the Master Lease Premises and (ii) the extent and amount of each
Master Lease Reduction, a tenant under a Tenant Lease shall be considered in
"Occupancy" of its space in the Improvements or the Post-Closing Improvements,
as applicable, if:

            (1) me tenant under the applicable Tenant Lease has (A) taken
      occupancy of the premises demised under such Tenant Lease, (B) has
      accepted (without any unsatisfied written conditions to such acceptance),
      or has been deemed to have accepted, such premises in accordance with the
      Tenant Lease, and (C) has commenced paying full rent and expense
      reimbursements as required under the Tenant Lease; each of items (A), (B)
      and (C) above shall be evidenced by or confirmed in one or more writings
      delivered from the tenant or on behalf of the tenant (which writings may
      be in the form of letters, certificates, estoppels, cancelled checks,
      written wire confirmations or similar written forms of communication) or,
      alternatively, if item (A) and/or item (B) above have been satisfied but
      the satisfaction thereof has not been evidenced by any such writings, then
      Seller may elect to deliver a written certification to Purchaser
      representing to Purchaser that item (A) and/or item (B) above, as
      applicable, have been satisfied in lieu of such writings from the tenant;

            (2) Substantial Completion of the premises demised under such Tenant
      Lease (to the extent such premises comprise a portion of the Post-Closing
      Improvements) has occurred in accordance with the terms of SECTION 15.4
      hereof;

            (3) Purchaser shall have received from Seller reasonably
      satisfactory evidence that all tenant improvement allowances required
      under the Tenant Lease and leasing commissions payable in connection with
      the execution of the Tenant Lease have been fully paid; and

            (4) the tenant under the Tenant Lease has opened the demised
      premises for business with the public for a period of not less than one
      calendar day.

Page 3


            PERMITTED EXCEPTIONS: The defects, liens, encumbrances and other
matters affecting title to the Property to which Purchaser does not object or is
deemed to have accepted in accordance with this Agreement.

            PERSONAL PROPERTY: All right, title and interest of Seller in and to
the furniture, fixtures, fittings, apparatus, equipment, machinery and other
items of tangible and intangible personal property, if any, affixed to the Land
or Improvements and used in connection with the operation, maintenance or
management of the Land or Improvements.

            POST-CLOSING CONSTRUCTION ESCROW: That certain separate escrow
account established with Escrow Agent into which the amount of $473,000.00 will
be funded by Seller at Closing to secure the performance and completion of the
Post-Closing Construction, as more particularly set forth under SECTION 15.4
hereof. The Post-Closing Escrow and Master Lease Agreement shall govern the
establishment, use, handling, disbursement and conditions of the Post-Closing
Construction Escrow.

            POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT: That certain
agreement entered into by and between Purchaser, Seller and Escrow Agent at
Closing governing, among others, (a) the establishment, use, handling,
disbursement and conditions of each of the TILC Escrow, the Post-Closing
Construction Escrow and the Master Lease Rent Escrow as separate escrow accounts
thereunder, and (b) the Seller's post-Closing rights and obligations with
respect to the Post-Closing Construction and the Master Lease Premises
(including, without limitation, the Post-Closing Leasing Rights). All interest
earned on the funds held in the Post-Closing Construction Escrow, the TILC
Escrow and the Master Lease Rent Escrow shall be disbursed to Seller on a
quarterly basis and shall not constitute a portion of such escrows. The form of
Post-Closing Escrow and Master Lease Agreement is attached hereto as EXHIBIT "G"
and made a part hereof (or, if not attached hereto, then the form thereof shall
be agreed upon in good faith by and between Seller and Purchaser in their
respective reasonable discretion within ten (10) days after the Effective Date
and, upon such agreement, that form shall be deemed attached hereto as EXHIBIT
"G").

            POST-CLOSING IMPROVEMENTS: As defined in SECTION 15.4 hereof. For
purposes of this Agreement, the "base shell condition" of the Post-Closing
Improvements shall be comprised of the work and improvements described on
EXHIBIT "J" attached hereto and made a part hereof.

            POST-CLOSING LEASING PERIOD: As defined in SECTION 15.2 hereof.

            POST-CLOSING LEASING CRITERIA: Those leasing standards and
parameters described on and attached hereto as EXHIBIT "H" and made a part
hereof.

            POST-CLOSING LEASING RIGHTS: The right (but not the obligation) of
Seller to cause all or any portion of the Master Lease Premises to be leased
pursuant to the terms and provisions of this Agreement and the terms and
provisions of the Post-Closing Escrow and Master Lease Agreement during the
Post-Closing Leasing Period, as more particularly set forth in SECTION 15.2
hereof.

            PROPERTY: The Land, Improvements, Personal Property, Tenant Leases,
Contracts, License and Permits and Intangible Property.

            PURCHASE PRICE: The Purchase Price in an amount equal to
$35,668,068.00 to be paid by Purchaser to Seller for the Property at Closing.

            PURCHASER: The party described as Purchaser in the initial paragraph
of this Agreement, and any and all successors and assigns of such party, subject
to the provisions of SECTION 14.3.

Page 4


            PURCHASER'S LENDER: Purchaser's first-lien mortgage lender, if any,
who has made a loan to Purchaser that is secured as of the applicable date by a
deed of trust covering the Property.

            SELLER: The party described as Seller in the initial paragraph of
this Agreement.

            STATE: Texas, the state in which the Property is located.

            SURVEY: A survey and metes and bounds description of the Land and
Improvements, prepared by the licensed surveyor that prepared Seller's existing
survey of the Land, which Survey must substantially conform to the Survey
specifications attached hereto as EXHIBIT "E" and made a part hereof.

            SURVIVING OBLIGATIONS: Liabilities and obligations which, by their
express terms, survive the Closing or the termination of this Agreement.

            TENANT LEASES: All right, title and interest of Seller as the lessor
or landlord under all oral and written leases, subleases, rental agreements,
tenancies or other rights of occupancy or use and all amendments, modifications
and supplements thereto for any portion of the Land or Improvements.

            TENANT NOTICE: A notice letter addressed to the tenant(s) under the
Tenant Leases informing such tenants of the change in ownership of the Property,
Purchaser's name and address, Purchaser's assumption of Seller's responsibility
with respect to security deposits under the Tenant Leases (if any), and such
other information as Seller and Purchaser reasonably determine to be necessary
or desirable.

            TILC ESCROW: Collectively, those two certain separate escrow
accounts established with Escrow Agent into which Seller will fund at Closing
(i) $195,000.00 for the payment of certain tenant improvement expenses incurred
by Seller in connection with Seller's exercise of the Post-Closing Leasing
Rights (including, without limitation, taking the Post-Closing Improvements to
the condition of a "vanilla box" over and above a base shell condition), and
(ii) $39,000.00 for the payment of certain leasing commissions incurred by
Seller in connection with Seller's exercise of the Post-Closing Leasing Rights,
pursuant to the terms hereof. Such expenses and commissions will be paid out of
the applicable portion of the TILC Escrow as they become due and payable under
the new Tenant Leases for the Master Lease Premises. The Post-Closing Escrow and
Master Lease Agreement shall govern the establishment, use, handling,
disbursement and conditions of the TILC Escrow.

            TITLE COMMITMENT: A current Commitment for Title Insurance
pertaining to the Property for the issuance to Purchaser of the Title Policy
from the Title Company.

            TITLE COMPANY: Republic Title of Texas, Inc., as agent for Chicago
Title Insurance Company, 2626 Howell Street, 10th Floor, Dallas, Texas 75204,
Attn. Nancy Colaluca, Telephone: 214 855. 8855, Facsimile: 214. 855. 8852.

            TITLE POLICY: An Owner Policy of Title Insurance in the standard
form promulgated for use in the State to be issued by the Title Company as agent
for Chicago Title Insurance Company (utilizing a 50%/50% split between Republic
Title and Chicago Title of the gross premiums received for same, or such other
premium sharing arrangement as is agreed upon by such parties) in the full
amount of the Purchase Price, dated as of the Closing Date, insuring Purchaser's
fee simple title to the Land to be good and indefeasible, subject to the
Permitted Exceptions.

All terms used herein, whether or not defined in this SECTION 1, and whether
used in singular or plural form, refer to the object of such term whether such
is singular or plural in nature, as the context may suggest or require.

Page 5


                         SECTION 2 - PURCHASE AND SALE

      Subject to the terms, provisions and conditions hereinafter set forth,
Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase
from Seller, the Property for the Purchase Price and other consideration stated
herein.

                           SECTION 3 - PURCHASE PRICE

      Purchaser will pay the Purchase Price to Seller at Closing in accordance
with SECTION 12 by wire transfer, a cashier's check or other method sufficient
to provide Seller with "same day" or "good" funds ("CASH FUNDS").

                            SECTION 4 - EARNEST MONEY

      4.1   DEPOSIT. Within 2 business days after the Effective Date, Purchaser
must deliver to Escrow Agent an Earnest Money deposit of $500,000.00 in Cash
Funds. Upon the Closing, the Earnest Money will be applied to the Purchase
Price. If the Closing does not occur as required pursuant to this Agreement,
then Escrow Agent must disburse the Earnest Money in the manner provided for
elsewhere herein. Escrow Agent must invest the Earnest Money in an
interest-bearing account at a federally-insured bank in a manner that will allow
Escrow Agent to disburse the Earnest Money upon 2 days' notice. All interest or
other earnings on the Earnest Money will become the property of Purchaser and
will not constitute a part of the Earnest Money and must be disbursed to
Purchaser notwithstanding the party entitled to the Earnest Money, Purchaser's
obligation to deliver the Earnest Money as provided in this SECTION 4.1 is a
condition precedent to Seller's obligations and Purchaser's rights hereunder.
If Purchaser fails to deposit the Earnest Money as required herein. Seller may
terminate this Agreement upon written notice to Purchaser prior to Purchaser's
deposit of the Earnest Money (without any opportunity by Purchaser to cure).
Following any termination by Seller in accordance with this SECTION 4.1,
neither party will have any further rights, obligations, or remedies under this
Agreement (other than Surviving Obligations).

      4.2   INDEPENDENT CONSIDERATION. Seller and Purchaser hereby acknowledge
that $100 of the Earnest Money is independent consideration for this Agreement
(the "INDEPENDENT CONSIDERATION"). The parties have bargained for such amount as
consideration for Purchaser's exclusive option to purchase the Property pursuant
to the terms of this Agreement and for Seller's execution of this Agreement, in
addition to other consideration described in this Agreement. The Independent
Consideration is not refundable and, upon Closing or upon any termination of
this Agreement (except in the case of a termination by Purchaser pursuant to
SECTION 13.1 hereof because of an uncured default by Seller hereunder), Escrow
Agent must disburse the Independent Consideration to Seller. If Escrow Agent
returns the Earnest Money to Purchaser in accordance with this Agreement for any
reason (except in the case of a termination by Purchaser pursuant to SECTION
13.1 hereof because of an uncured default by Seller hereunder), Escrow Agent
must deliver the Independent Consideration to Seller notwithstanding any other
provision of this Agreement.

      4.3   ESCROW AGENT. Escrow Agent must sign this Agreement to acknowledge
its receipt of this Agreement and to evidence that Escrow Agent agrees to be
bound by the obligations contained herein.

                      SECTION 5 - SURVEY AND TITLE MATTERS

      5.1   SURVEY. Within 15 days after the Effective Date, Seller must deliver
the Survey to Purchaser.

Page 6


      5.2   TITLE COMMITMENT. Prior to the Effective Date, the Title Company has
furnished to Purchaser the Title Commitment, together with copies of all
documents constituting exceptions to Seller's title as reflected in the Title
Commitment.

      5.3   REVIEW PERIOD. Purchaser will have a period of 5 days after the
delivery of the Survey in which to review and deliver to Seller in writing such
objections as Purchaser may have to anything contained or set forth in the Title
Commitment (including, without limitation, any objections Purchaser may have to
the standard printed exceptions contained in a standard form of title insurance
commitment in the State), the title exception documents or the Survey. If
Purchaser timely objects to any matter contained in the Title Commitment, title
exception documents or Survey, Seller will have 2 business days after receipt of
Purchaser's objections within which Seller may (but will not be obligated to)
attempt to cure such objections. If Seller notifies Purchaser at any time that
Seller is unable or unwilling to cure any such objections, then within 2
business days from Seller's notice, Purchaser must elect to either (i) terminate
this Agreement, in which case Escrow Agent will return the Earnest Money to
Purchaser, or (ii) waive such objections and proceed toward Closing. If
Purchaser does not elect either CLAUSE (i) or (ii) within such 2 business day
period, then Purchaser will be deemed to have elected CLAUSE (ii). In all cases,
however, Purchaser's right to terminate this Agreement pursuant to this SECTION
5.3 will lapse and terminate upon the expiration of the Inspection Period.
Each item to which Purchaser does not object within the 5-day period described
above, or to which Purchaser objects, but Purchaser waives, or is deemed to have
waived by not terminating this Agreement, will be considered a Permitted
Exception.

      5.4   TITLE POLICY. At Closing, Title Company must issue to Purchaser the
Title Policy. Seller will pay the standard premium for the Title Policy at
Closing, together with the cost of any extended coverage, endorsements or other
modifications available in the State, as a charge against Seller, to be
reflected as such on the closing statement. Purchaser will be responsible for
the cost of any mortgagee's title policy and related extended coverage,
endorsements, or other modifications to such mortgagee's title policy.

                        SECTION 6 - INSPECTION AND AUDIT

      6.1   SCOPE OF INSPECTION. Seller agrees that Purchaser may enter upon the
Property to conduct such inspections and audits as Purchaser may desire, at
Purchaser's sole cost and expense, during the Inspection Period. In connection
therewith, Seller agrees to cooperate in good faith with Purchaser's auditors
(which Purchaser has identified as being KPMG) in regard to the inspections
permitted to be made by Purchaser hereunder, but without any additional material
expense to Seller. Such entry may be made (a) subject to the rights of Tenants
at the Property; and (b) during normal business hours (except to the extent
approved by Seller in its discretion). Prior to entering upon the Property,
however, Purchaser must provide to Seller (i) at least 24 hours' prior written
notice of its election to conduct any such on-site inspection, and (ii) evidence
of adequate insurance underwritten by an insurer reasonably acceptable to
Seller, naming Seller as an additional insured party, and otherwise reasonably
acceptable to Seller. Furthermore, Purchaser must not undertake any invasive
testing procedures with respect to any portion of the Property without Seller's
prior written permission. Purchaser must immediately restore the Property to its
original pre-inspection condition, if changed due to the tests and inspection
performed by Purchaser. If Purchaser does not purchase the Property pursuant to
this Agreement, Purchaser will deliver to Seller, promptly after notice from
Seller requesting same (but subject to Seller's reimbursement to Purchaser of
50% of the reasonable out-of-pocket expenses incurred by Purchaser in obtaining
same), any and all studies or tests, including, without limitation, soils tests,
topographical information, structural tests and engineering studies obtained by
Purchaser in connection with its inspection of the Property (collectively, the
"STUDIES"). The provisions of this SECTION 6.1 will survive any termination of
this Agreement. Purchaser will make a good faith effort to disclose the general
results of the Studies to Seller, either

Page 7


verbally or in writing, but any failure by Purchaser to make such disclosure
will not constitute a default hereunder nor restrict or limit Purchaser's right
of termination under SECTION 6.3 hereof.

      6.2   INDEMNITY. PURCHASER HEREBY INDEMNIFIES, DEFENDS AND HOLDS SELLER
AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF SELLER AND
SELLER'S PARTNERS AND AFFILIATES (COLLECTIVELY, THE "SELLER PARTIES") HARMLESS
FROM AND AGAINST ANY CLAIMS, COSTS, EXPENSES, LOSSES, DAMAGES, INJURIES, SUITS
OR CAUSES OF ACTION (COLLECTIVELY, "CLAIMS") WHICH ANY SELLER PARTY SUFFERS OR
INCURS AS A RESULT OF THE PRESENCE ON THE PROPERTY OF PURCHASER OR PURCHASER'S
AGENTS, INDEPENDENT CONTRACTORS, SERVANTS, OR EMPLOYEES, INCLUDING, WITHOUT
LIMITATION, (I) ANY AND ALL REASONABLE ATTORNEYS' FEES INCURRED BY THE SELLER
PARTIES AS A RESULT OF A CLAIM RELATING TO SUCH MATTERS, AND (II) ANY MECHANICS'
OR MATERIALMEN'S LIENS IMPOSED AGAINST ALL OR ANY PORTION OF THE PROPERTY BY A
PARTY CLAIMING TO BE PERFORMING AN INSPECTION OR AUDIT ON PURCHASER'S BEHALF.
PURCHASER FURTHER WAIVES AND RELEASES ANY CLAIMS, DEMANDS, DAMAGES, CAUSES OF
ACTION OR OTHER REMEDIES OF ANY KIND WHATSOEVER AGAINST THE SELLER PARTIES FOR
PROPERTY DAMAGE OR BODILY OR PERSONAL INJURY TO PURCHASER OR PURCHASER'S AGENTS,
INDEPENDENT CONTRACTORS, SERVANTS OR EMPLOYEES ARISING OUT OF THE INSPECTION OF
THE PROPERTY, UNLESS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
ANY OF THE SELLER PARTIES. The provisions of this SECTION 6.2 will survive the
Closing and any termination of this Agreement.

      6.3   INSPECTION PERIOD. If Purchaser notifies Seller and Escrow Agent in
writing on or before the expiration of the Inspection Period that Purchaser, for
any reason whatsoever or for no reason at all, does not desire to purchase the
Property pursuant to this Agreement, then this Agreement shall, upon the timely
delivery of such written notice, automatically terminate, and Escrow Agent shall
immediately return the Earnest Money to Purchaser, and the parties hereto will
have no further obligations hereunder except for Surviving Obligations. If
Purchaser does not deliver written notice of termination on or before the
expiration of the Inspection Period, then Purchaser will have waived any and all
claims or rights whatsoever to terminate this Agreement, pursuant to this
SECTION 6.3, and Purchaser and Seller will proceed with the Closing.

      6.4   CONTRACT ACCEPTANCE. Prior to the expiration of the Inspection
Period, Purchaser will provide Seller with a list of those Contracts which
Purchaser is not willing to assume at Closing (collectively, the "REJECTED
CONTRACTS"). Any and all Contracts not timely identified as Rejected Contracts
will be deemed to be accepted by Purchaser (collectively the "ACCEPTED
CONTRACTS") and all obligations of Seller arising thereunder on or after the
Closing Date will be assumed by Purchaser at Closing. Seller agrees to terminate
at Closing all Contracts timely designated as Rejected Contracts, except as
provided herein to the contrary.

                      SECTION 7 - DISCLAIMER OF WARRANTIES

      7.1   GENERAL. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT PURCHASER HAS
OR WILL HAVE, PRIOR TO THE END OF THE INSPECTION PERIOD, THOROUGHLY INSPECTED
AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER
TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER IS
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS, AND
THAT PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, AND WILL

Page 8


RELY UPON SAME, AND, UPON CLOSING, WILL ASSUME THE RISK OF ANY ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS,
THAT MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE
PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT
REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR
NATURE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER HEREBY WAIVES
AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN
RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR
IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO
HAVE BEEN MADE OR GIVEN, BY SELLER OR ITS AGENTS OR REPRESENTATIVES, EXCEPT FOR
THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON THE CLOSING, PURCHASER AGREES
TO ASSUME ALL RISK AND LIABILITY (AND AGREES THAT SELLER WILL NOT BE LIABLE FOR
ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR
ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION,
MAINTENANCE, REPAIR, OR OPERATION OF THE PROPERTY AS TO MATTERS ARISING ON OR
AFTER THE CLOSING DATE.

      7.2   SPECIFIC. WITHOUT LIMITING THE GENERAL PROVISIONS OF SECTION 7.1,
BUT SUBJECT TO THE PROVISIONS OF SECTION 7.3, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES
OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO MATTERS
OF TITLE, ZONING, COMPLIANCE WITH STATUTES, LAWS, REGULATIONS, OR ORDINANCES,
TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS,
INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR
AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (I) THE VALUE, CONDITION,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE OF THE PROPERTY, AND (II) THE MANNER, QUALITY, STATE
OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES
THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY
NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY,
BUILDING, ZONING OR PLATTING CODES, OR ENVIRONMENTAL LAW OR LAWS OF THE STATE,
COUNTY, OR CITY IN WHICH THE PROPERTY IS LOCATED OR ANY OTHER AUTHORITY OR
JURISDICTION.

      7.3   EXCLUDED ITEMS. THE PROVISIONS OF THIS SECTION 7 ARE LIMITED SO AS
TO NOT BE CONSTRUED AS DIMINISHING OR NEGATING (I) SELLER'S RESPONSIBILITY FOR
ANY REPRESENTATIONS PROVIDED IN SECTION 10 HEREOF (BUT ONLY TO THE EXTENT
EXPRESSLY PROVIDED AND FOR THE DURATION STATED), AND (II) ANY WARRANTY OF TITLE
SET FORTH IN THE DEED TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING.

      7.4   SURVIVAL; NO MERGER WITH DEED. THE TERMS AND PROVISIONS OF THIS
SECTION 7 WILL EXPRESSLY SURVIVE THE CLOSING AND WILL NOT MERGE INTO THE DEED
AND OTHER DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING.

Page 9


                             SECTION 8 - COMMISSION

      8.1   COMMISSION. Seller is responsible for payment of the Commission to
Broker pursuant to the terms of a separate commission agreement. If the Closing
does not occur for any reason, no Commission is payable to Broker.

      8.2   INDEMNITY. EACH PARTY HERETO REPRESENTS TO THE OTHER THAT (I) THERE
ARE NO REAL ESTATE COMMISSIONS, FINDERS' FEES OR BROKERS' FEES THAT HAVE BEEN OR
WILL BE INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE SALE OF THE PROPERTY
OTHER THAN THE COMMISSION PAYABLE TO BROKER, AND (II) SUCH PARTY HAS NOT
AUTHORIZED ANY BROKER OR FINDER (OTHER THAN BROKER) TO ACT ON SUCH PARTY'S
BEHALF IN CONNECTION WITH THE SALE AND PURCHASE HEREUNDER. EACH PARTY HERETO
AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY AND
ALL CLAIMS, LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND OR CHARACTER ARISING
OUT OF OR RESULTING FROM ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING (EXCEPT AS
SET FORTH IN SECTION 8.1) ALLEGED TO HAVE BEEN MADE BY SUCH PARTY WITH ANY
BROKER OR FINDER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION
CONTEMPLATED HEREBY. THIS OBLIGATION WILL SURVIVE THE CLOSING OR ANY EARLIER
TERMINATION OF THIS AGREEMENT.

                            SECTION 9 - RISK OF LOSS

      9.1   TAKING. If there is a taking by condemnation or similar proceedings
or actions of only a portion of the Property which is not material to the use of
the remainder of the Property (as mutually determined by Seller and Purchaser in
their reasonable discretion), this Agreement will remain in full force and
effect, and Seller must pay or assign to Purchaser at Closing Seller's interest
in and to any condemnation awards or proceeds from any such proceedings or
actions in lieu thereof to the extent such awards or proceeds relate to the
Property. If there is a taking by condemnation or similar proceedings or actions
of all of the Property or a portion of the Property which is material to the use
of the remainder of the Property (as mutually determined by Seller and Purchaser
in their reasonable discretion), Purchaser will have the option to terminate
this Agreement upon written notice to Seller within 10 days of such
condemnation, but in no event later than the Closing Date, in which event Escrow
Agent shall then immediately return the Earnest Money to Purchaser, and neither
Purchaser nor Seller will have any further rights or obligations hereunder
except for Surviving Obligations. If Purchaser does not exercise its option to
terminate this Agreement, then this Agreement will remain in full force and
effect and Seller must pay or assign to Purchaser at Closing Seller's interest
in and to any and all condemnation awards or proceeds from such proceedings or
actions in lieu thereof or to the extent such awards or proceeds relate to the
Property.

      9.2   CASUALTY. If a portion of the Property is damaged by an insured
casualty prior to Closing and the cost of repairing such damage is:

            (a)   less than or equal to $350,000 in regard to the replacement
cost of the Improvements and Personal Property, then this Agreement will remain
in full force and effect, and, at Seller's option, Seller must repair the damage
or pay or assign to Purchaser at Closing Seller's interest in and to the
casualty insurance proceeds payable as a result of the casualty together with a
Closing credit against the Purchase Price in favor of Purchaser in the amount of
the applicable deductible; or

            (b)   more than $350,000 in regard to the replacement cost of the
Improvements and Personal Property, then Seller and Purchaser each will have the
option to terminate this Agreement upon written notice to the other within 10
days of such casualty, but in no event later than the Closing Date.

Page 10


Following any such termination, Escrow Agent shall then immediately return the
Earnest Money to Purchaser and neither Purchaser nor Seller will have any
further rights or obligations hereunder except for Surviving Obligations. If
neither party exercises its option to so terminate this Agreement, then this
Agreement will remain in full force and effect and Seller must pay or assign to
Purchaser at Closing Seller's interest in and to any and all casualty insurance
proceeds, together with a Closing credit against the Purchase Price in favor of
Purchaser in the amount of the applicable deductible.

                          SECTION 10 - REPRESENTATIONS

      10.1  SELLER REPRESENTATIONS. Seller makes the following representations,
as of the Effective Date and as of the Closing Date:

            (a)   AUTHORITY. Seller is a Texas limited partnership validly
existing under the laws of the state of its organization and has all requisite
power and authority to enter into and perform this Agreement. Each person
executing this Agreement on behalf of Seller warrants that such person has all
requisite authority to do so.

            (b)   FOREIGN INVESTOR DISCLAIMER. Seller is not a "foreign
person," as such term is defined in Section 1445 of the Code, and the sale of
the Property is not subject to the federal income tax withholding requirements
of such section of the Code. Seller shall execute and deliver to Purchaser at
Closing a certificate ("FIRPTA CERTIFICATE") certifying to same.

            (c)   TITLE. Seller has good and indefeasible title to the Land and
Improvements, subject only to the Permitted Exceptions.

            (d)   CONDEMNATION. To Seller's knowledge, there is no pending or
threatened condemnation or similar proceeding affecting the Property.

            (e)   LITIGATION. To Seller's knowledge, there is no pending or
threatened litigation or administrative proceeding affecting Seller or the
Property.

            (f)   LEASES. To Seller's knowledge, (i) there are no leases,
tenancies or other similar rights of occupancy or use for any portion of the
Property other than those in favor of (A) Seller, (B) tenants under the Tenant
Leases, and (C) parties granted such rights under the Permitted Exceptions, and
(ii) the copies of the Tenant Leases delivered by Seller to Purchaser on the Due
Diligence Delivery Date are true, accurate and complete copies thereof in all
material respects. Seller has not received any written notice from any Tenant
under a Tenant Lease of any default by Seller, as landlord, under any such
Tenant Lease. Seller has not delivered any written notice of any material
default to any tenant under a Tenant Lease, except as may be disclosed to
Purchaser in connection with the Due Diligence Items.

            (g)   NO TRANSFER. Seller is not a party to any contract, agreement,
or commitment to sell, convey, assign, transfer or otherwise dispose of any
portion of the Property.

            (h)   NOTICES. Seller has not received written notice of any
presently existing (i) material violation of any ordinance, regulation, law, or
statute of any governmental agency pertaining to the Property, (ii) judicial or
administrative proceedings that could result in a change, redefinition or
modification of the zoning classification of the Property, (iii) material
violation of any applicable environmental laws or the presence of any substance
or condition in material violation of applicable environmental laws, or (iv)
material structural defect in the Improvements.

            (i)   BANKRUPTCY; INSOLVENCY. There are no attachments, execution
proceedings, assignments for the benefit of creditors, insolvency proceedings,
receiverships, conservatorships or

Page 11


voluntary or involuntary proceedings in bankruptcy or pursuant to any other
debtor relief laws currently pending against Seller, nor, to Seller's knowledge,
has Seller received any written notice of any of the foregoing actions currently
pending against any tenant at the Property.

            (j)   NO THIRD PARTY CONTRACT RIGHTS. To Seller's best knowledge, no
portion of the Property is subject to an earnest money contract, right of first
refusal for acquisition, purchase option or similar contractual right of
acquisition that would be binding on Purchaser or the Property at or after
Closing, other than this Agreement and the Permitted Exceptions. To Seller's
best knowledge, no tenant under the Tenant Leases has any right or option to
acquire fee title to the Property, or any material portion thereof, from Seller
that would be binding on Purchaser or the Property at or after Closing.

            (k)   UTILITIES. To Seller's actual knowledge, all water, sewer,
gas, electric, telephone, drainage and other utility services required by any
applicable laws for the operation of the Property as it is now being operated
are installed and connected to public utilities pursuant to valid permits.

            (l)   ZONING RESTRICTIONS. To Seller's actual knowledge, there are
no pending proceedings to materially alter or materially restrict the zoning
applicable to the Property that would cause a landlord default under any of the
Tenant Leases.

            (m)   ADDITIONAL LANDS. Save and except as disclosed by the
Permitted Exceptions, the Survey or the Due Diligence Items and except as
provided to the contrary in this Agreement, Seller uses no portion of any other
tract of real property, whether pursuant to a written agreement or otherwise,
which is necessary for the lawful operation of the Property. Notwithstanding the
foregoing, Purchaser acknowledges that the Property is subject to the Wetlands
Notice and the Mitigation Plan (as described in SECTION 15.1 hereof) and that
the Property may utilise certain off-site land in connection with same.

            (n)   RENT ROLL. To Seller's best knowledge, the rent roll for the
Property delivered to Purchaser prior to the Effective Date (the "Rent Roll")
and all of the information reflected thereon, is correct, accurate and complete
in all material respects as of the date thereof.

            (o)   CONTRACTS. Except as otherwise disclosed by the Due Diligence
Items, Seller has not received written notice of any default or breach on the
part of Seller under any of the Accepted Contracts. To Seller's best knowledge,
other than the Contracts delivered to Purchaser as a part of the Due Diligence
Items, there are no other Contracts covering the Property as of the Effective
Date that will be binding on Purchaser after the Closing.

            (p)   LEASING COSTS. There are currently no leasing commission
agreements entered into by or on behalf of Seller for the payment of Leasing
Costs (as defined in SECTION 12.4(e)) that will be binding on Purchaser after
Closing, expect to the extent Purchaser is given a credit at Closing for same.

As used herein, the term "SELLER'S KNOWLEDGE" means the current actual knowledge
of Ahmad Sbaiti and James Hankins, without implying any obligation of inquiry or
investigation.

      10.2  PURCHASER REPRESENTATIONS. Purchaser makes the following
representations, as of the Effective Date and as of the Closing Date:

            (a)   AUTHORITY. Purchaser is duly organized and validly existing
under the laws of the state of its organization and has all requisite power and
authority to enter into and perform this Agreement and the documents
contemplated hereby. Each person executing this Agreement on behalf of Purchaser
warrants and represents that such person has all requisite authority to do so.

Page 12


            (b)   APPROVAL. Other than completing its inspection of the
Property, Purchaser has received the final authority or approval for the
purchase of the Property in accordance with the provisions hereof.

            (c)   FINANCING. Purchaser's ability to perform hereunder and to pay
the Purchase Price to Seller is not subject to any financing covenant or
condition hereunder, and Purchaser has or will have obtained prior to Closing
all requisite cash funds or required financing which may be necessary for
Purchaser's full performance hereunder.

            (d)   ENVIRONMENTAL INSPECTION. Purchaser acknowledges that Seller
is providing Purchaser with an opportunity to thoroughly inspect the Property
during the Inspection Period for all purposes, including any concerns with
respect to any past, current or future violation of applicable environmental
laws or with respect to the presence, either now or in the past, of any
hazardous substances at the Property.

      10.3  SURVIVAL.

            (a)   SURVIVAL PERIOD. The Surviving Representations (as defined
below) will survive the Closing for a period of 1 year (the "SURVIVAL PERIOD"),
it being hereby acknowledged that such Surviving Representations will not merge
with the Deed to be delivered at Closing. As used hereunder, the term "SURVIVING
REPRESENTATIONS" means the representations made by Seller under this SECTION 10
and any other representations of Seller made under this Agreement that are
expressly stated herein to survive the Closing, except for the representation
made by Seller in SECTION 10.1(c), which will not survive the Closing.

            (b)   LIMITED SECURITY FOR BREACH. During the existence and
continuance of the Post-Closing Construction Escrow (but without delaying or
postponing the release to Seller of all or any portion of such funds as provided
hereunder), if either (i) Seller is found to be liable by a court of competent
jurisdiction to Seller for any breach by Seller of a Surviving Representation
(without extending the survival period provided for hereunder and without
increasing any liability of Seller as provided hereunder) and Seller fails to
timely pay the award granted under such judgement, or (ii) Seller and Purchaser
enter into a mutually acceptable written settlement agreement (in their sole
respective discretion) for any alleged dispute between them regarding a breach
by Seller of any of a Surviving Representation (without extending the surivial
period provided for hereunder and without increasing any liability of Seller as
provided hereunder) and Seller fails to timely pay and satisfy Seller's monetary
obligations under such written agreement, then Purchaser will be entitled to a
release and disbursement from the Post-Closing Construction Escrow in the amount
of such unpaid judgement award or settlement agreement, as the case may be;
provided, however, upon the release of the funds in the Post-Closing
Construction Escrow as provided hereunder, such funds will no longer secure any
such award or agreement.

                             SECTION 11 - COVENANTS

      11.1  SELLER'S COVENANTS. Seller hereby covenants and agrees with
Purchaser as follows:

            (a)   FURTHER ENCUMBRANCES. Seller will not grant or purport to
create to any third party any interest in the Property or any part thereof or
further encumber the Property (other than new Tenant Leases entered into in the
ordinary course of business and the Permitted Exceptions) without the prior
written approval of Purchaser.

            (b)   OTHER AGREEMENTS. After the expiration of the Inspection
Period, Seller will not enter into any material maintenance, management or other
service contracts relating to the Property that

Page 13


would be binding on Purchaser after Closing without the prior written approval
of Purchaser, not to be unreasonably withheld, conditioned or delayed. The
foregoing shall not, however, limit Seller's ability and right to enter into
contracts in the ordinary course of business for the completion of tenant
improvements, punch-list items, tenant space maintenance and repairs, ongoing
construction of the Improvements, or any work relating to the foregoing.

            (c)   VIOLATIONS OF LAW. Seller will promptly notify Purchaser in
writing of any material violation of any law, regulation, ordinance, order or
other requirement of any governmental authority having jurisdiction over or
affecting the Property, or any part thereof, of which Seller receives written
notice.

            (d)   DUE DILIGENCE ITEMS. Prior to the Effective Date, Seller has
delivered and Purchaser has received a copy of the items identified on EXHIBIT
"F" attached hereto and made a part hereof (collectively, the "DUE DILIGENCE
ITEMS"). At all times during the Inspection Period, Seller will make available
to Purchaser (either at the Property, at the offices of Seller, or at such other
reasonable location as Seller may designate in writing) the following items (to
the extent the same are in Seller's possession and control): (i) plans and
specifications for the Improvements, and (ii) guarantees and warranties which
Seller has received from any contractor pertaining to the Improvements. Seller
warrants that such materials will be true, complete, and correct in all material
respects. SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR
COMPLETENESS OF SUCH REPORTS AND SELLER WILL HAVE NO OBLIGATION TO UPDATE ANY
SUCH REPORTS. If Purchaser does not purchase the Property pursuant to this
Agreement, Purchaser must return all items described in this SECTION 11.1(d)
promptly to Seller after delivery of a written request for same from Seller as
provided in SECTION 6.1 hereof. Seller hereby (1) agrees to use good faith
efforts to cause the obligor under the current existing roof warranty for the
Improvements to acknowledge the assignment and transfer of all of Seller's
right, title and interest under such roof warranty to Purchaser at Closing as a
part of the Contracts hereunder, to the extent such acknowledgement is required
thereunder for either the validity of the assignment and/or the validity of the
warranty itself pursuant to the terms thereof (such good faith efforts to
include the payment by Seller of any nominal assignment fees owing under the
applicable warranty documentation and the payment by Seller of any amounts owing
for roof work necessary to cause the roof warranty to be valid under the
applicable warranty documentation, not to exceed $2,500 in the aggregate) and
(2) authorizes Purchaser to contact the obligor under Seller's roof warranty for
the Improvements in connection with the assignment of Seller's interest under
same to Purchaser at Closing as a part of the Contracts hereunder. Purchaser's
obligation to return such items to Seller is a condition precedent to
Purchaser's right to a return of the Earnest Money. The provisions of this
SECTION 11.1(d) will survive any termination of this Agreement.

            (e)   TENANT NOTICE. In addition, Seller will cause the Tenant
Notice to be distributed to the tenant(s) under the Tenant Leases promptly
following the Closing.

            (f)   LIENS. Seller will not cause or permit any construction upon
the Property which, if not paid, would give rise to a mechanic's or
materialmen's lien being filed against the Property, or any portion thereof.

            (g)   LITIGATION. Seller will advise Purchaser promptly of any
litigation, arbitration or administrative hearing concerning or affecting the
Property of which Seller has actual knowledge or written notice.

            (h)   ESTOPPEL CERTIFICATES. At least five (5) business days prior
to the Closing Date, Seller agrees to obtain an estoppel certificate in
substantially the form attached hereto as EXHIBIT "D" or in such form as is
attached to each applicable Tenant Lease (if different from the form attached as
EXHIBIT "D") (an "ESTOPPEL CERTIFICATE") from the Major Tenants occupying, in
the aggregate, not less than

Page 14


90% of the total square feet within the Improvements occupied by the Major
Tenants (the "REQUIRED ESTOPPEL THRESHOLD"). Seller shall undertake its best
efforts to timely satisfy the Required Estoppel Threshold. For each of the Major
Tenants over and above the Required Estoppel Threshold and each of the
Additional Tenants for which Seller has been unable to obtain an Estoppel
Certificate at least five business days prior to the Closing Date, Seller shall
execute and deliver to Purchaser at Closing a "best knowledge" qualified Seller
estoppel certificate in substantially the form attached hereto as EXHIBIT "D"
(each, a "SELLER ESTOPPEL CERTIFICATE"). If Seller is unable to timely satisfy
the Required Estoppel Threshold, then Seller may, in its sole discretion, extend
the Closing Date for up to two successive periods of up to 15 days each in order
to obtain same (for a total of 30 days if both extension periods are exercised),
by delivering written notice to Purchaser at least three (3) business days prior
to Closing (or, for the second extension period exercised, at least three
business days prior to the end of the first extension period exercised).
Notwithstanding anything herein to the contrary, if Seller is unable to deliver
the Estoppel Certificates satisfying the Required Estoppel Threshold and subject
to Seller's one-time right to extend the Closing Date under this
SECTION 11.1(h), then Purchaser's sole remedies and recourses shall be limited
to either (1) waiving the requirement for the one or more Estoppel Certificates
in question and proceeding to Closing without reduction of the Purchase Price,
or (2) terminating this Agreement by delivering written notification to Seller
at least one (1) business day prior to Closing, and, upon the timely delivery of
such written notice, this Agreement shall automatically terminate, Escrow Agent
shall immediately return the Earnest Money to Purchaser, and the parties hereto
will have no further obligations hereunder except for Surviving Obligations. If
Purchaser fails to timely deliver such written notice, Purchaser shall be deemed
to have elected to proceed to Closing under item (1) above.

      11.2  PURCHASER'S COVENANTS. Purchaser hereby covenants and agrees with
Seller that (a) prior to the Closing, Purchaser will not permit any lien or
other encumbrance to be placed or filed against the Property, and (b) Purchaser
shall comply with its post-Closing obligations under SECTION 15.2 hereof. The
obligations under subsection (b) of this SECTION 11.2 shall survive the Closing.

                              SECTION 12 - CLOSING

      12.1  TIME AND PLACE. The Closing will occur on the Closing Date at 10:00
a.m. Dallas, Texas, time at the offices of the Escrow Agent or at such other
time and place mutually agreed upon by Seller and Purchaser. The Closing Date
will not be extended or postponed for any reason unless otherwise expressly
provided in this Agreement, time being of the essence.

      12.2  SELLER DELIVERY. At least one business day prior to Closing, Seller
shall deliver or cause to be delivered to Escrow Agent, at Seller's sole cost
and expense, each of the following:

            (a)   The Deed, duly executed and acknowledged by Seller.

            (b)   The Bill of Sale and Assignment, duly executed by Seller.

            (c)   The FIRPTA Certificate, duly executed and acknowledged by
Seller.

            (d)   A copy of the termination notice for each of the Rejected
Contracts.

            (e)   The Assignment and Assumption of Wetlands Obligations, duly
executed and acknowledged by Seller.

            (f)   The Post-Closing Escrow and Master Lease Agreement, duly
executed by Seller.

Page 15


            (g)   Cash Funds in the amount sufficient to fully fund Seller's
obligations under the Post-Closing Escrow and Master Lease Agreement for the
Master Lease Rent Escrow, the Post-Closing Construction Escrow and the TILC
Escrow.

            (h)   Each Seller Estoppel Certificate required under SECTION
11.1(h), if any, duly executed by Seller.

            (i)   Such evidence or documents as may reasonably be required by
Purchaser or the Title Company evidencing the status and capacity of Seller and
the authority of the person or persons who are executing the various documents
on behalf of Seller in connection with the sale of the Property.

            (j)   All additional documents and instruments as in the mutual and
reasonable opinion of Seller's and Purchaser's counsel are reasonably necessary
to the proper consummation of this transaction.

      12.3  PURCHASER DELIVERY. At least 1 business day prior to the Closing,
Purchaser shall deliver to Escrow Agent, at Purchaser's sole cost and expense,
the following:

            (a)   The Purchase Price in the amount and manner required by
SECTION 3.

            (b)   The Bill of Sale and Assignment, duly executed by Purchaser.

            (c)   The Tenant Notice, duly executed by Purchaser.

            (d)   The Assignment and Assumption of Wetlands Obligations, duly
executed by Purchaser.

            (e)   The Post-Closing Agreement and Master Lease Agreement, duly
executed by Purchaser and Escrow Agent.

            (f)   Such evidence or documents as may reasonably be required by
Seller or the Title Company evidencing the status and capacity of Purchaser and
the authority of the person or persons who are executing the various documents
on behalf of Purchaser in connection with the acquisition of the Property.

            (g)   All additional documents and instruments as in the mutual and
reasonable opinion of Seller's and Purchaser's counsel are reasonably necessary
to the proper consummation of this transaction.

      12.4  ADJUSTMENTS AND PRORATIONS. Seller and Purchaser agree to prorate
all rentals, revenues, utilities, real estate taxes, maintenance charges and
other income and operating expenses of the Property, if any, in accordance with
the provisions set forth in this SECTION 12.4. The date used for prorations and
adjustments hereunder (the "PRORATION DATE") is end of the day immediately
preceding the Closing Date, and accordingly Purchaser will be deemed to own the
Property (and will be entitled to any revenues and responsible for any expenses)
for the entire day upon which the Closing occurs. Any apportionments or
prorations not expressly described herein will be handled in accordance with the
customary practice in the County and State. Seller and Purchaser agree to
prepare the closing statement reflecting the adjustments and prorations (the
"CLOSING STATEMENT") prior to the Proration Date and deliver an executed
counterpart of the Closing Statement to Escrow Agent on or before the Closing
Date. Seller will pay any net adjustment in favor of Purchaser in the form of a
credit to the Purchase Price. Purchaser will pay any net adjustment in favor of
Seller in Cash Funds at Closing. Seller and Purchaser will adjust and prorate
the following items of income and expense as set forth herein:

Page 16


            (a)   RENTALS. At Closing, Seller must credit to Purchaser the
amount of any rent other sums and charges (excluding Security Deposits) which
are payable by the tenants under the Tenant Leases (collectively, "RENTALS") for
periods after the Proration Date during the month in which Closing occurs and
the amount of any pre-paid Rentals received by Seller from any tenant under the
Tenant Leases for periods after the Proration Date. Seller shall keep and retain
(i) all Rentals (whether paid or unpaid at Closing) payable for the month in
which Closing occurs, (ii) all pre-paid Rentals received by Seller for periods
prior to the Proration Date, and (iii) to the extent Purchaser was given a
credit for same, all pre-paid Rentals received by Seller for periods after the
Proration Date. If Purchaser collects or receives any Rentals delinquent as of
the Proration Date (the "DELINQUENT RENTALS"), Purchaser agrees to pay such
amounts to Seller, in Cash Funds, within 10 days after Purchaser's receipt
thereof. Seller will have the sole and exclusive right to pursue collection of
Delinquent Rentals owing to Seller, but Seller will not be entitled to pursue
eviction proceedings nor seek the termination of any Tenant Lease in connection
with any such legal action.

            (b)   TAXES AND ASSESSMENTS. All non-delinquent real estate and
personal property taxes and assessments on the Property will be prorated as of
the Proration Date between Seller and Purchaser, based upon the actual current
tax bill for the tax year in which the Closing occurs. If the most recent tax
bill received by Seller as of the Proration Date is not the actual current tax
bill, then Seller and Purchaser must re-prorate the real estate and personal
property taxes and assessments at the Final Closing Adjustment (as described
below) if the actual current tax bill is then available. All amounts payable for
real estate and personal property taxes and assessments accruing up to and
including the Proration Date are the obligation of Seller and all amounts
payable for real estate and personal property taxes and assessments accruing
after the Proration Date are the obligation of Purchaser. At Closing, Seller
must pay any real estate and personal property taxes and assessments on the
Property that are delinquent as of the Proration Date, if any. If Seller has
paid taxes or assessments for the Property in advance, then Seller will be
entitled to a credit for all amounts attributable to the period after the
Closing Date, to be reflected as a credit on the Closing Statement. Purchaser
and Seller are each responsible for the payment of any taxes or assessments
arising due to a change in the usage or ownership of the Property, prorated
according to their respective periods of ownership of the Property.

            (c)   OPERATING EXPENSES. All costs, expenses, charges and fees for
sewer, water, electricity, heat and air-conditioning service and other
utilities, periodic charges payable under the Contracts, periodic fees payable
under transferable Licenses and Permits for the operation of the Property, and
any other costs incurred in the ordinary course of business for the management
and operation of the Property will be prorated as of the Proration Date between
Seller and Purchaser on an accrual basis. Seller is responsible for all such
expenses that are attributable to the period up to and including the Proration
Date and Purchaser is responsible for all such expenses that are attributable to
the period after the Proration Date. To the extent commercially reasonable and
practicable, Seller must obtain billings and meter readings as of the day
preceding the Proration Date to aid in such prorations. If billings or meter
readings as of the day preceding the Proration Date are obtained, adjustments of
any costs, expenses, charges or fees shown thereon must be made in accordance
with such billings or meter readings. Seller will retain the right to receive
and collect any and all amounts owing to Seller from tenants under Tenant Leases
for construction work, design work, architectural work, site work, tenant finish
work and any similar work or services performed prior to Closing and incurred by
or on behalf of Seller pursuant to change order or similar requests made by such
tenants, whether or not specifically required under the Tenant Leases (provided,
however, that Seller will not be entitled to pursue eviction proceedings nor
seek the termination of any Tenant Lease in connection with Seller's efforts to
collect any such amounts) and Purchaser will promptly pay over to Seller any
such amounts that are received by Purchaser (without any obligation to attempt
to collect same).

            (d)   SECURITY DEPOSITS. At the Closing, Seller must pay to
Purchaser an amount equal to the sum of all security deposits, prepaid Rentals
(more than 30 days in advance), access card or key

Page 17


deposits, cleaning fees and other deposits (plus any interest accrued thereon)
paid by tenants to Seller pursuant to the Tenant Leases (collectively, the
"SECURITY DEPOSITS") which have not been forfeited by the applicable tenant
prior to Closing.

            (e)   LEASING COSTS. Seller will pay or discharge at or prior to
Closing all leasing commissions, if any, incurred in order to induce a tenant to
enter into a Tenant Lease (the "LEASING COSTS") that accrue prior to Closing
with respect to Tenant Leases in force as of or prior to the Closing Date.
Additionally, as of Closing but except as provided in ARTICLE 15 hereof or in
the Post-Closing Escrow and Master Lease Agreement, Purchaser shall assume
Seller's obligations for Leasing Costs incurred with respect to Tenant Leases
and Tenant Lease renewals and extensions executed subsequent to the Closing Date
(other than those covered by the TILC Escrow).

No later than 120 days after the Closing Date, Seller and Purchaser will make a
final adjustment to the prorations made pursuant to this SECTION 12.4 (the
"FINAL CLOSING ADJUSTMENT"). All adjustments or prorations which could not be
determined at the Closing due to the lack of actual statements, bills or
invoices for the current period, or for any other reason will be made at the
Final Closing Adjustment. Seller and Purchaser agree to pay any net
adjustment in favor of the other in Cash Funds no later than 10 days after the
Final Closing Adjustment. The Final Closing Adjustment will be conclusive and
binding upon Seller and Purchaser and no further adjustments will be made. The
terms and provisions of this SECTION 12.4 will survive the Closing.

      12.5  POSSESSION. Seller will deliver possession of the Property to
Purchaser at the time of Closing, subject only to such rights of others as have
been expressly disclosed herein or in the documents delivered at the Closing.

      12.6  REPORTING PERSON. Seller and Purchaser hereby designate Escrow Agent
as the "Reporting Person" as such term is utilized in Section 6045 of the Code.
Purchaser agrees to provide Escrow Agent with such information as may be
required for the Escrow Agent to file a Form 1099 or other required form
relative to the Closing with the Internal Revenue Service. Escrow Agent must
provide a copy of the filed Form 1099 or other filed form to Seller and
Purchaser simultaneously with its being provided to the Internal Revenue
Service.

      12.7  COSTS AND EXPENSES. Purchaser is responsible for the cost of
recording the Deed. Seller is responsible for the payment of any documentary
stamp or transfer taxes arising in connection with the sale of the Property and
the cost of the initial preparation, coordination, reproduction and delivery of
the Survey and corrections to the Survey made on account of Purchaser's
objections to the Survey made pursuant to Section 5.3 hereof (but Purchaser will
be responsible for the cost of any changes or updates to the Survey required by
any mortgagee of Purchaser, including Purchaser's Lender, or relating to
coverage under the mortgagee's title policy). Purchaser is responsible for any
documentary stamp, intangibles, or similar taxes arising in connection with any
financing arrangements made by Purchaser with respect to the Property. Except as
otherwise expressly provided in this Agreement, Seller and Purchaser agree to
bear all costs and expenses in connection with the transaction contemplated by
this Agreement in the manner in which such costs and expenses are customarily
allocated between the parties at closings of the purchase or sale of real
property similar to the Property in the County and State.

      12.8  DELIVERIES OUTSIDE ESCROW. Upon the Closing, Seller will deliver to
Purchaser, outside of escrow, the original Tenant Leases, keys for the
Improvements, construction and equipment warranties and guarantees in Seller's
possession or control, and operating manuals for equipment in Seller's
possession or control.

Page 18


                        SECTION 13 - DEFAULT AND REMEDIES

      13.1  SELLER DEFAULT. If Seller defaults under this Agreement, then
Purchaser may either (i) enforce specific performance hereunder or (ii)
terminate this Agreement and obtain the return of the Earnest Money. However, if
the remedy of specific performance is not available to Purchaser, Purchaser may
recover its actual, out-of-pocket damages (up to a maximum of $100,000) from
Seller. If Purchaser elects to enforce specific performance hereunder, it must
file suit in the appropriate court within 90 days after the scheduled Closing
Date (and Purchaser's failure to do so will constitute a waiver of the remedy of
specific performance hereunder). The remedies set forth in this SECTION 13.1 are
Purchaser's sole and exclusive remedies. In no event will Seller ever be liable
to Purchaser hereunder for any punitive, speculative, or consequential damages.
Notwithstanding any other provision of this Agreement, any agreement or
instrument contemplated by this Agreement, or any rights which Purchaser may
otherwise have at law, equity or by statute, whether based on contract or some
other claim, Purchaser agrees that any liability of Seller to Purchaser under
this Agreement will be limited to the amount of $500,000.00. The foregoing does
not, however, limit Seller's liability under the Post-Closing Escrow and Master
Lease Agreement.

      13.2  PURCHASER DEFAULT. If the sale is not consummated because of a
default on the part of Purchaser, then, as Seller's sole and exclusive remedy
for such default, Seller may terminate this Agreement by written notice to
Purchaser. In such event, Escrow Agent must deliver the Earnest Money to Seller
as liquidated damages for Purchaser's default. Such amount is agreed upon by and
between Seller and Purchaser as liquidated damages due to the difficulty and
inconvenience of ascertaining and measuring actual damages, and the uncertainty
thereof. The remedy set forth in this SECTION 13.2 is Seller's sole and
exclusive remedy for the sale not being consummated due to a default by
Purchaser. However, nothing contained in this SECTION 13.2 limits Purchaser's
liability for a default in the performance of any representations, covenants,
indemnities or obligations that survive the Closing or the termination of this
Agreement, and Seller will have the right to pursue any remedies available at
law or in equity against Purchaser for a breach of such obligations. In no event
will Purchaser ever be liable to Seller hereunder for any punitive, speculative,
or consequential damages.

                           SECTION 14 - MISCELLANEOUS

      14.1  NOTICES. Any notice under this Agreement must be in writing and must
be sent to the appropriate notice address by (a) personal delivery, (b) a
recognized overnight courier, or (c) facsimile with either electronic or
telephonic verification of receipt, so long as the original of the facsimile
notice is deposited in the United States mail within 3 days after the fax notice
is sent. Notice by personal delivery or overnight courier will be effective upon
receipt, notice by mail will be effective upon deposit in the United States mail
in the manner above described and notice by facsimile will be effective upon
electronic or telephonic verification of receipt. Any party may change its
notice address by delivering appropriate written notice to the other party. The
change in notice address will be effective 10 days after the date of the notice.

      The proper address and facsimile number for Purchaser are as follows:

                                      2901 Butterfield Road
                                      Oak Brook, Illinois
                                      Attn: G. Joseph Cosenza
                                      Tel. No. 630.218.4948
                                      Fax No. 630.218.4935
                                      and
                                      Fax No. 630.218.4900

Page 19


                  with a copy to:     The Law Offices of Charles J. Benvenuto
                                      2901 Butterfield Road, Third Floor
                                      Oak Brook, Illinois 60523
                                      Attn: Charles J. Benvenuto, Esq.
                                      Tel. No. 630.571.2331
                                      Fax No. 630.571.2360

      The proper address and facsimile number for Seller are as follows:

                                      c/o ASG Real Estate Company
                                      2408 E. Trinity Mills Road
                                      Suite 100
                                      Carrollton, Texas 75006
                                      Attn: Ahmad Sbaiti
                                      Tel. No. 214.390.1900
                                      Fax No. 214.390.1919

                  with a copy to:     Winstead Sechrest & Minick P.C.
                                      5400 Renaissance Tower
                                      1201 Elm Street
                                      Dallas, Texas 75270
                                      Attn: Michael F. Alessio, Esq.
                                      Tel. No. 214.745.5144
                                      Fax No. 214.745.5390

      14.2  CONFIDENTIALITY. Except as otherwise provided herein, Seller,
Purchaser, and Escrow Agent agree not to disclose to the public or to any third
party any information regarding the terms of this Agreement prior to Closing.
Notwithstanding the foregoing, Seller, Purchaser or Escrow Agent may disclose
any aspect of this if required under applicable law. Furthermore, Seller and
Purchaser may disclose such matters on a confidential basis to any attorneys,
accountants, professional consultants, financial advisors, partners, investors
or potential investors, or lenders or potential lenders to the extent necessary
to complete the transaction contemplated by this Agreement. The provisions of
this SECTION 14.2 will survive any termination or cancellation of this
Agreement.

      14.3  SUCCESSORS AND ASSIGNMENT. This Agreement is binding upon and will
inure to the benefit of the parties and their respective heirs, legal
representatives, and permitted successors and assigns.

            (a)   The rights of Purchaser under this Agreement are not
assignable without the prior written consent of Seller, which consent may be
granted or withheld at Seller's sole discretion unless the assignment is made to
an entity which controls, is controlled by, or is under common control with
Purchaser, in which case Seller's consent will not be required. In any event,
the assignee must assume the obligations of Purchaser hereunder pursuant to an
agreement in form and substance reasonably acceptable to Seller, and in no case
will the "Purchaser" named in the initial paragraph of this Agreement be
released from the performance of the obligations of "Purchaser" hereunder.

            (b)   The rights of Seller under this Agreement in effect after
Closing (including, without limitation the Post-Closing Leasing Rights and any
rights under the Post-Closing Escrow and Master Lease Agreement) are not
assignable without the prior written consent of Purchaser, which consent may be
granted or withheld at Purchaser's sole discretion unless the assignment is made
to an entity which controls, is controlled by, or is under common control with
Seller, in which case Purchaser's consent will not be required. In any event,
the assignee must assume the obligations of Seller hereunder

Page 20


pursuant to an agreement in form and substance reasonably acceptable to
Purchaser. Purchaser acknowledges that Seller intends to assign at Closing all
of the rights of (and to delegate at Closing all of the obligations of) Seller
under this Agreement in effect after Closing to a newly formed limited
partnership (and such new limited partnership shall assume at Closing all such
obligations of Seller as stated above) that is owned in its entirety by the same
owners of Seller (and with the same respective sharing percentages) and that
such assignment does not require Purchaser's consent and that such entity will
constitute the "Seller" hereunder for all purposes after Closing (including,
without limitation, for the purposes of SECTION 10.3 hereof).

      14.4  NO RECORDATION. Neither party will record this Agreement or any
memorandum or affidavit of this Agreement.

      14.5  GOVERNING LAW. This Agreement is governed by the laws of the State
and is performable in, and the exclusive venue for any action brought with
respect hereto, will be in the County and State.

      14.6  AMENDMENT. To be effective, any amendment or modification of this
Agreement must be in writing and must be signed by an authorized signatory of
Seller and Purchaser.

      14.7  NO ORAL OR IMPLIED WAIVER. The parties may waive any of the rights
or conditions contained herein or any of the obligations of the other party
hereunder, but unless this Agreement expressly provides that a condition, right,
or obligation is deemed waived, any such waiver will be effective only if in
writing and signed by the party waiving such condition, right, or obligation.
The failure of either party to insist at any time upon the strict performance of
any covenant or agreement in this Agreement or to exercise any right, power, or
remedy contained in this Agreement will not be construed as a waiver or a
relinquishment thereof for the future.

      14.8  TIME OF ESSENCE. Time is of the essence in the performance of the
covenants contained in this Agreement.

      14.9  LEGAL FEES. If it becomes necessary for either party hereto to file
a suit to enforce this Agreement or any provisions contained herein, the party
prevailing in such action is entitled to recover, in addition to all other
remedies or damages, reasonable legal fees and court costs incurred by the
prevailing party in such suit.

      14.10 HEADINGS. The descriptive headings of the various Sections contained
in this Agreement are inserted for convenience only and do not control or affect
the meaning or construction of any of the provisions hereof.

      14.11 TOTAL AGREEMENT. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in
connection therewith.

      14.12 SEVERABILITY. If any term or provision of this Agreement, or the
application thereof to any person or circumstance will, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, will not be affected thereby, and each term
and provision of this Agreement will be valid and enforced to the fullest extent
permitted by law.

      14.13 COUNTERPART EXECUTION. To facilitate execution, this Agreement may
be executed in as many counterparts and via facsimile transmission as may be
convenient or required. It is not necessary that the signature of all persons
required to bind any party appear on each counterpart. All counterparts
collectively constitute a single instrument.

Page 21


      14.14 WEEKENDS AND HOLIDAYS. If the date upon which any duties or
obligations hereunder to be performed occurs upon a weekend or legal holiday,
then, in such event, the due date for performance of any duty or obligation
automatically will be extended to the next succeeding business day. However, any
future dates that are dependent upon the date that falls on the weekend or legal
holiday will be figured from the original date (rather than the date to which
the original date was extended). By way of example, if the Inspection Period
expires on a Saturday and the Closing Date is scheduled for the date that is 5
days thereafter, then the Inspection Period deadline will be extended to the
first business day after Saturday but the Closing Date will occur on the date
that is 5 days after Saturday.

      14.15 RULE OF CONSTRUCTION. Seller and Purchaser acknowledge that each
party and its counsel have taken the opportunity to review and revise this
Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed
in the interpretation of this Agreement or any amendments or exhibits to this
Agreement.

      14.16 OFFER. This Agreement, when first signed by either party, represents
an irrevocable offer to sell or purchase the Property, as the case may be, that
may not be rescinded or revoked but will expire automatically (without any
further notice from or action by such party) on the 5th day after execution by
the offering party unless it is signed by both parties and received by the
offeror within such period.

      14.17 COOPERATION BY PURCHASER. Seller intends that the transactions
contemplated herein qualify for an Internal Revenue Service Code Section 1031
exchange ("1031 EXCHANGE") and Purchaser will, at no cost to Purchaser, make
commercially reasonable efforts to cooperate with and facilitate the use by
Seller of a "Qualified Intermediary" to hold the net proceeds from the
transactions contemplated hereunder which are to be disbursed to Seller at the
Closing for the purpose of obtaining like-kind exchange treatment under a 1031
Exchange; provided, however, that (i) the Property shall be directly deeded by
the Seller to Purchaser at Closing, (ii) such qualification will not
unreasonably delay the time and date of the Closing and (iii) Purchaser will not
bear any additional expenses, fees or costs in connection with such
qualification. Purchaser is agreeing to so cooperate as an accommodation to
Seller and Purchaser does not warrant, represent or guarantee any fact to Seller
related to such 1031 Exchange treatment or the process to be used by the Seller
in Seller's attempt to obtain such treatment. SELLER HEREBY INDEMNIFIES AND
HOLDS PURCHASER HARMLESS FROM ANY COST, DAMAGE AND LIABILITY INCURRED BY
PURCHASER AS A RESULT OF ANY SUCH COOPERATION OR PROCESS.

                         SECTION 15 - SPECIAL PROVISIONS

      15.1  PROPERTY WETLANDS. Notwithstanding anything contained in this
Agreement, Purchaser acknowledges (without limiting Purchaser's rights of
termination during the Inspection Period under SECTION 6.3 hereof) that the
Property and certain related real property is subject to special conditions of
the U. S. Army Corps of Engineers Nationwide Permit 39 for Project Number
200000337, dated December 6, 2001, or a revision thereof. One or more of the
special conditions of the referenced permit requires (i) implementation of a
mitigation plan (the "MITIGATION PLAN") as described in and/or attached to that
certain Notice of Restrictions (the "WETLANDS NOTICE") filed on February 5, 2004
in the Real Property records of Tarrant County, Texas, and (ii) that
restrictions shall be placed against the Property for the purpose of providing
compensation for adverse impacts to waters of the United States as further
described therein. Any purchaser of all or any part of the Property or any
person having an interest in or proposing to acquire an interest in all or any
part of the Property, or any person proposing to develop or improve all or any
part of the Property, is hereby notified that development restrictions affecting
the Property are set forth in the Wetlands Notice and the Mitigation Plan.
Purchaser hereby acknowledges and agrees that Purchaser shall assume at Closing
(a) all of Seller's obligations under and pursuant to the Wetlands Notice and
the Mitigation Plan, and all other applicable governmental requirements relating
thereto, arising at or after Closing, and (b) all of Seller's obligations
arising at or after Closing under that certain agreement for

Page 22


wetlands mitigation services delivered to Purchaser as a Due Diligence Item (the
"WETLANDS MAINTENANCE CONTRACT"). The Wetlands Maintenance Contract shall
constitute an Accepted Contract hereunder, without requirement of any notice or
specific designation thereof. Seller and Purchaser shall enter into a separate
assignment and assumption agreement at Closing (the "ASSIGNMENT AND ASSUMPTION
OF WETLANDS OBLIGATIONS") whereby Purchaser assumes the obligations arising
under the Wetlands Notice, the Mitigation Plan and the Wetlands Maintenance
Contract arising at or after Closing. The provisions of this SECTION 15.1 shall
survive the Closing.

      15.2  POST-CLOSING LEASING RIGHTS.

            (a)   From the Closing Date and through the earlier of (i) the date
which is 24 months after Closing, and (ii) the end of the term of the
Post-Closing Escrow and Master Lease Agreement (the "POST-CLOSING LEASING
PERIOD"), the Property will be operated by Purchaser as an institutional
investment-grade, class "A" project; Seller will, however, have and retain the
right but not the obligation (the "POST-CLOSING LEASING RIGHTS) during the
Post-Closing Leasing Period to control, on an exclusive basis, the marketing,
leasing and finish-out of the Master Lease Premises. The Post-Closing Leasing
Rights include, without limitation (and without limiting the rights granted to
Seller under the Post-Closing Escrow and Master Lease Agreement), the right to
enter onto the Property and the Improvements to conduct Seller's leasing
activities, to complete any applicable construction of the Post-Closing
Improvements, to complete the Post-Closing Construction, to complete any tenant
finish obligations incurred by Seller for the Master Lease Premises, and to
perform the necessary or reasonable work and services in connection with same.

            (b)   In order to facilitate the post-Closing provisions of this
SECTION 15.2, Purchaser will from time to time, within five (5) business days
after written notice from Seller, (i) execute, acknowledge and deliver any
leases or related instruments as Seller may deliver to Purchaser covering any
portion of the Master Lease Premises that satisfy, and are consistent with, the
Post-Closing Leasing Criteria, (ii) perform such further acts and provide such
further assurances as may be necessary, desirable, or proper, in Seller's
reasonable opinion, to effectuate the exercise of the Post-Closing Leasing
Rights by Seller (to the extent the Post-Closing Escrow and Master Lease
Agreement does not cover same), and (iii) execute, acknowledge and deliver any
instruments as may be necessary, desirable, or proper, in Seller's reasonable
opinion, to evidence the granting the Post-Closing Leasing Rights to Seller (to
the extent the Post-Closing Escrow and Master Lease Agreement does not cover
same).

            (c)   During the Post-Closing Leasing Period, Purchaser will not
materially modify or amend any existing Tenant Lease in any manner which would
either (i) be in breach or violation of any prospective new lease or leases for
any portion of the Master Lease Premises which Seller is then currently
negotiating (or for which Seller is then currently negotiating a letter of
intent or term sheet) or (ii) cause the prospective new lease for any portion of
the Master Lease Premises to be in violation of such modification or amendment
proposed by Purchaser, without Seller's prior written approval, which may be
withheld only in Seller's reasonable discretion (and which approval shall be
deemed granted if Seller fails to grant such approval or reasonably withhold
such approval within 3 business days after delivery of written notice from
Purchaser of any such proposed modification or amendment).

            (d)   The exercise of the Post-Closing Leasing Rights by Seller
shall be undertaken at Seller's own cost and expense (including the payment of
leasing commissions and tenant finish costs from the TILC Escrow incurred by
Seller pursuant to the Post-Closing Escrow and Master Lease Agreement). Seller
will undertake good-faith efforts to keep Purchaser reasonably well-informed of
the Seller's leasing efforts, prospective tenants, and progress on prospective
new leases for the Master Lease Premises.

            (e)   Seller will use good faith efforts to cause the Seller's
existing tenant lease form to be used as the initial negotiating point for each
new prospective lease for a portion of the Master Lease

Page 23


Premises, but any failure to cause such form to be used shall not constitute a
default hereunder nor modify the Post-Closing Leasing Criteria.

            (f)   The provisions of this SECTION 15.2 will survive the Closing
until the expiration of the Post-Closing Leasing Period.

      15.3  POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT. At Closing, Seller,
Purchaser and Escrow Agent shall execute and deliver the Post-Closing Escrow and
Master Lease Agreement. Seller's obligations under the Post-Closing Escrow and
Master Lease Agreement shall be automatically reduced from time to time during
the Post-Closing Leasing Period upon each Master Lease Reduction.

            (a)   If any portion of the Master Lease Premises fails to be
Occupied as of the expiration of the Post-Closing Leasing Period (the "FINAL
VACANT SPACE"), any amounts remaining in the TILC Escrow shall be disbursed as
follows: first, to Purchaser in the amount of $15.00 per rentable square foot
of Final Vacant Space for tenant improvements (out of the portion of the escrow
allocated to tenant improvements) and $3.00 per rentable square foot of Final
Vacant Space for leasing commissions (out of the portion of the escrow allocated
to leasing commissions) and, second, any remaining portion thereof to Seller.

            (b)   If any portion of the Post-Closing Improvements is not
Substantially Complete as of the expiration of the Post-Closing Leasing Period,
Purchaser shall be entitled to complete such construction in accordance herewith
and the reasonable out-of-pocket expenses incurred by Purchaser to complete said
construction shall be disbursed to Purchaser out of the funds held in the
Post-Closing Construction Escrow in accordance with the terms thereof, with any
remaining portion being disbursed to Seller in accordance therewith. Upon
Substantial Completion of the Post-Closing Improvements, all of the funds held
in the Post-Closing Construction Escrow shall be immediately disbursed to
Seller.

            (c)   If the Post-Closing Leasing Period expires prior to the date
that is 24 months after Closing (I.E., because the term of the Post-Closing
Escrow and Master Lease Agreement has expired prior to such date by the
occurrence of one or more Master Lease Reductions), then the funds held under
the Master Lease Rent Escrow shall be disbursed as follows: first, to Purchaser
in the amount of any accrued but unpaid rentals owing under the Post-Closing
Escrow and Master Lease Agreement (less the amount of payments owed from
Purchaser to Seller, if any, thereunder) and, second, any remaining portion
thereof to Seller in accordance therewith. Otherwise, all of the funds remaining
in the Master Lease Rent Escrow as of the expiration of the full 24 month period
shall be immediately disbursed to Seller (but it is anticipated that the only
funds remaining in the Master Lease Rent Escrow at such time would be the
interest earned in such amounts).

            (d)   If any tenant under a Tenant Lease has commenced paying rent
and/or expense reimbursements prior to the date that the tenant is deemed to be
in "Occupancy" hereunder, then through and until such time as the tenant is
deemed to be in "Occupancy" hereunder (and upon the corresponding release of the
applicable funds from the Master Lease Rent Escrow as provided hereunder), all
such rent and other sums paid by such tenant under the Tenant Lease for that
period of time shall be paid directly to Seller (notwithstanding that Purchaser
is the "landlord" named thereunder) or, if not paid directly to Seller,
Purchaser shall cause all such amounts to be remitted to Seller by the party to
whom such amounts were paid (whether Purchaser or any other party) within two
business days after payment by such tenant. All such amounts shall be prorated
between Seller and Purchaser according to the applicable number of days before
or after Occupancy occurs (and each of Seller and Purchaser shall promptly remit
to the other funds sufficient to reconcile such proration, if necessary). If any
such amount is not timely remitted, then Seller shall be entitled to an
immediate release and disbursement from the Master Lease Rent Escrow in a
corresponding amount.

Page 24


      15.4  POST-CLOSING CONSTRUCTION OBLIGATIONS. Seller will perform and
complete the construction (the "POST-CLOSING CONSTRUCTION") of the shell
improvements for the portion of the Master Lease Premises that have not been
constructed as of Closing (the "POST-CLOSING IMPROVEMENTS") at Seller's expense,
as more particularly provided herein and in the Post-Closing Construction Escrow
and Master Lease Agreement. The Post-Closing Improvements are anticipated to
contain approximately 7,600 square feet of rentable space once completed.

            (a)   "SUBSTANTIALLY COMPLETE" or "SUBSTANTIAL COMPLETION" of the
Post-Closing Improvements shall mean: (i) a certificate of substantial
completion (subject only to an attached punch list) as to the Post-Closing
Improvements and all Post-Closing Construction shall have been issued and signed
by Seller's project architect stating that Seller's work has been substantially
completed (subject only to an attached punch list) in substantial compliance
with the Plans and Specifications and all applicable governmental rules,
regulations and requirements, (ii) Seller shall have delivered to Purchaser and
the Title Company lien waivers from Seller's general contractor for the ninety
(90) day period prior to the date of Substantial Completion, and (iii) Seller
shall have delivered to Purchaser and the Title Company an updated survey
showing the final as-built condition of the Post-Closing Improvements (at
Seller's sole cost and expense).

            (b)   Prior to the Effective Date, Seller has delivered the plans
and specifications for the Post-Closing Improvements to the permitting
department of the City of Watauga for review and approval and, upon approval by
the applicable department of the City of Watauga, (i) such plans and
specifications shall be referred to herein as the "PLANS AND SPECIFICATIONS",
and (ii) a copy of the Plans and Specifications shall be attached hereto as
EXHIBIT "I".

            (c)   Seller hereby agrees to indemnify, defend and hold Purchaser,
Purchaser's Lender and their respective agents and employees, harmless from and
against any and all causes of action, damages, losses, demands, judgments,
liens, claims, costs, and expenses (including reasonable attorney's fees and
court costs) which arise or occur in connection with: (i) any bodily injury,
death or property damage arising out of the performance of Seller's work for the
Post-Closing Construction, and (ii) any mechanics lien claims against the
Post-Closing Improvements arising in connection with the performance of the
Post-Closing Construction. The foregoing indemnity and hold harmless shall
survive for a period of one year after the expiration of the Post-Closing
Leasing Period.

            (d)   Seller shall provide and pay for all labor, materials,
equipment, tools, construction equipment and machinery, water, heat, utilities,
transportation and other facilities and services necessary, whether temporary or
permanent, that are required pursuant to the Plans and Specifications.

            (e)   Seller covenants and agrees that Seller shall be solely liable
and responsible for the timely completion of the Post-Closing Construction and
any and all "punch list" items listed in the architects'/engineers' certificates
of substantial completion (to be completed by Seller within one year after the
date of Substantial Completion) in accordance herewith and Seller shall assign
to Purchaser all of Seller's interest in and to all warranties in respect of the
Post-Closing Improvements (including the warranty of Seller's general contractor
for same), to the extent available and assignable.

            (f)   During the Post-Closing Leasing Period, Seller agrees to
secure and carry the following insurance: (i) Commercial General Liability
Insurance written on an occurrence basis with limits of at least $1,000,000 per
occurrence/$1,000,000 annual aggregate, covering claims of bodily injury,
property damage and contractual liability for the agreements of Seller under
SECTION 15.4(C) hereof to indemnify Purchaser; (ii) Automobile Liability
Insurance with a combined single limit of $500,000 covering all owned, nonowned
and hired automobiles; and (iii) Workers' Compensation Insurance in the minimum
amount required by applicable law (subject to optioning out by Seller in
accordance with

Page 25


applicable law). All Seller insurance policies required by this section shall
(1) be written by the company or companies typically used by Seller for
insurance coverage, (ii) name Purchaser as an additional insured thereunder, and
(3) provide that Purchaser shall be given a minimum of thirty (30) days' notice
by the insurance company prior to cancellation, termination or change of such
insurance. Seller shall provide to Purchaser an insurance certificate evidencing
such insurance coverage within thirty (30) days after Closing. Such insurance
may be carried under a policy or policies covering other properties of Seller.

                            [SIGNATURE PAGE FOLLOWS.]

Page 26


      EXECUTED on April ______, 2004, by Purchaser.

                                          PURCHASER:

                                          INLAND REAL ESTATE ACQUISITIONS, INC.,
                                          an Illinois corporation

                                          By: /s/ G. Joseph Cosenza
                                              ----------------------------
                                          Name: G. Joseph Cosenza
                                                --------------------------
                                          Title: President
                                                 -------------------------

      EXECUTED on April 19th, 2004, by Seller.

                                          SELLER:

                                          ASG WATAUGA PAVILION, LTD.,
                                          a Texas limited partnership

                                          By: ASG Real Estate Company,
                                              a Texas corporation
                                              General Partner

                                              By:  /s/ Ahmad A. Sbaiti
                                                   ------------------------
                                              Name: Ahmad A. Sbaiti
                                                    ----------------------
                                              Title: Vice President
                                                     ---------------------

      The Agreement has been received by Escrow Agent on April 20, 2004. Escrow
Agent agrees to be bound by the terms and provisions of this Agreement,
including those described in SECTION 4 hereof.

                                          ESCROW AGENT:

                                          CHICAGO TITLE INSURANCE COMPANY

                                          By: /s/ Nancy R. Castro
                                              ----------------------------
                                          Name: Nancy R. Castro
                                                --------------------------
                                          Title: Asst. Vice President
                                                 -------------------------

Page 27


ATTACHMENTS:

Exhibit "A"  -     Land Description
Exhibit "B"  -     Special Warranty Deed
Exhibit "C"  -     Bill of Sale
Exhibit "D"  -     Form of Tenant Estoppel Certificate
Exhibit "E"  -     Survey Specifications
Exhibit "F"  -     Schedule of Due Diligence Items Delivered
Exhibit "G"  -     Form of Post-Closing Escrow and Master Lease Agreement
Exhibit "H"  -     Post-Closing Leasing Criteria
Exhibit "I"  -     Approved Plans and Specifications for Post-Closing
                   Construction
Exhibit "J"  -     Base Shell Condition

Page 28


                                   EXHIBIT "A"

                                LAND DESCRIPTION

Lot 1R, Block 1, of Watauga Pavilion Addition, an addition to the City of
Watauga, Tarrant County, Texas, according to the plat thereof recorded in
Cabinet A, Slide 7912, Plat Records of Tarrant County, Texas; and

Lots 2 and 3, Block 1, of Watauga Pavilion Addition, an addition to the City of
Watauga, Tarrant County, Texas, according to the plat thereof recorded in
Cabinet A, Slide 7442, Plat Records of Tarrant County, Texas.

Cover Page


                                   EXHIBIT "B"

                              SPECIAL WARRANTY DEED

STATE OF TEXAS       Section
                     Section         KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT    Section

      THAT ASG WATAUGA PAVILION, LTD., a Texas limited partnership (the
"GRANTOR"), for and in consideration of the sum of Ten and No/100 Dollars
($10.00) cash and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, paid by _________________________,
a _______________________ (the "GRANTEE"), subject to the provisions set forth
herein, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents DOES
GRANT, BARGAIN, SELL and CONVEY unto Grantee all of that certain tract or tracts
of land (the "LAND") described on EXHIBIT "A" which is attached hereto and
incorporated herein by reference for all purposes, together with all of
Grantor's right, title and interest in and to any improvements located thereon
and any easements, interests, benefits, privileges, rights and appurtenances
pertaining to such Land, (said Land, improvements, easements, interests,
benefits, privileges, rights and appurtenances being herein collectively
referred to as the "PROPERTY").

      This conveyance is made subject to the matters set forth on EXHIBIT "B"
attached hereto and incorporated herein by this reference for all purposes.

      TO HAVE AND TO HOLD the Property unto Grantee, and Grantee's successors
and assigns forever, and Grantor does hereby bind Grantor, and Grantor's
successors and assigns, to WARRANT and FOREVER DEFEND, all and singular the
Property unto Grantee and Grantee's successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, by,
through or under Grantor, but not otherwise, and subject, however, to the
provisions contained herein.

      EXECUTED this_______ day of_________, 2004.

                                          GRANTOR:

                                          ASG WATAUGA PAVILION, LTD.,
                                          a Texas limited partnership

                                          By: ASG Real Estate Company
                                              a Texas corporation
                                              General Partner

                                              By:
                                                   ------------------------
                                              Name:
                                                    ----------------------
                                              Title:
                                                     ---------------------

Page 1


STATE OF TEXAS          Section
                        Section
COUNTY OF DALLAS        Section

      This instrument was ACKNOWLEDGED before me on ________________, 2004 by
____________________________________________, the ________________________ of
ASG Real Estate Company, a Texas corporation, the general partner of ASG Watauga
Pavilion, Ltd., a Texas limited partnership, on behalf of said corporation and
limited partnership.

[SEAL]                                    --------------------------------------
                                          Notary Public - State of Texas

My Commission Expires:

                                          --------------------------------------
      ---------------------               Printed Name of Notary Public

AFTER RECORDING RETURN TO:

-----------------------------------------

-----------------------------------------

-----------------------------------------

-----------------------------------------

GRANTEE'S ADDRESS FOR NOTICE PURPOSES:

-----------------------------------------

-----------------------------------------

-----------------------------------------

-----------------------------------------

Page 2


                                   EXHIBIT "C"

                     BILL OF SALE, CONVEYANCE AND ASSIGNMENT

STATE OF TEXAS                 Section
                               Section         KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT              Section

     This BILL OF SALE, CONVEYANCE AND ASSIGNMENT (this "ASSIGNMENT") is
executed and delivered effective as of ________________, 2004 by ASG WATAUGA
PAVILION, LTD., a Texas limited partnership ("ASSIGNOR"), and ______________,
a _________________ ("ASSIGNEE").

                                    RECITALS

     A.   Assignor and Assignee entered into that certain Purchase and Sale
Agreement dated effective as of ________________, 2004 (the "PURCHASE
AGREEMENT") relating to Assignor's sale and Assignee's purchase of the real
property described on EXHIBIT "A" attached hereto and made a part hereof for all
purposes (such real property, together with the improvements located thereon,
being referred to herein as the "REAL PROPERTY").

     B.   Concurrently with the execution and delivery of this Assignment,
Assignor has conveyed the Real Property to Assignee by special warranty deed.

     C.   In connection with such conveyance, Assignor desires to transfer and
convey to Assignee, and Assignee desires to accept from Assignor, all of
Assignor's right, title and interest in and to: (i) the furniture, fixtures,
fittings, apparatus, equipment, machinery and other items of tangible personal
property, if any, affixed to the Real Property and used in connection with the
operation, maintenance or management of the Real Property (collectively, the
"PERSONAL PROPERTY"), (ii) the oral and written leases, subleases, rental
agreements, tenancies and other rights of occupancy or use and all amendments,
modifications and supplements thereto for any portion of the Real Property
(collectively, the "TENANT LEASES"), (iii) any and all management agreements,
service contracts, maintenance contracts, warranties, guaranties, bonds,
construction contracts, architectural contracts, parking agreements and other
written agreements affecting the operation of the Real Property listed on
SCHEDULE 1 attached hereto (collectively, the "CONTRACTS"), (iv) the licenses,
permits, certificates of occupancy, approvals, dedications, subdivision maps or
plats, conditional and special use permits and similar entitlements issued,
approved or granted to or for the benefit of Seller which relate to the Real
Property (collectively, the "LICENSES AND PERMITS"), and (v) the trade name
"Watauga Pavilion" and any and all other trade names, trademarks and logos used
by Seller exclusively in the operation or identification of the Real Property
(and not those used in connection with Seller's other business or properties),
and any goodwill related thereto (collectively, the "INTANGIBLE PROPERTY").
Intangible Property shall not include, without limitation, the names "ASG" and
"Al Shall".

     NOW, THEREFORE, for and in consideration of the mutual agreements and
covenants set forth in the Purchase Agreement and in this Assignment, Assignor
and Assignee do hereby agree as follows:

Page 1


                                   AGREEMENTS

     1.   PERSONAL PROPERTY. Assignor does hereby GRANT, CONVEY, SELL, TRANSFER,
SET-OVER, and DELIVER unto Assignee all of Assignor's right, title and interest
in and to the Personal Property, to have and to hold; all and singular. Assignor
does hereby bind itself to WARRANT and FOREVER DEFEND title to the Personal
Property unto Assignee against the lawful claims and demands of all persons
whomsoever by, through, or under Assignor, but not otherwise.

     2.   TENANT LEASES; CONTRACTS; LICENSES AND PERMITS; INTANGIBLE PROPERTY.
Assignor does hereby ASSIGN, TRANSFER, SET-OVER, and DELIVER unto Assignee all
of Assignor's right, title and interest in and to the following:

          (a)  the Tenant Leases, including the security deposits and advance
     rental payments, if any, previously paid by the lessees thereunder, all
     rent and other sums to accrue under the Tenant Leases hereafter, and all
     other rights and benefits of every description whatsoever belonging to or
     accruing to the benefit of the lessor under the Tenant Leases;

          (b)  the Contracts;

          (c)  the Licenses and Permits; and

          (d)  the Intangible Property.

Assignee hereby assumes and agrees to perform all of the terms, covenants, and
conditions required to be performed under the Tenant Leases and Contracts
arising or accruing on or after the date hereof, including, but not limited to,
the obligation to repay or credit all security and prepaid rental deposits to
the lessees under the Tenant Leases in accordance with the terms thereof.

     3.   SUCCESSORS AND ASSIGNS. This Assignment is binding upon and will inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.

     4.   INDEMNITY. Assignee hereby agrees to indemnify, save and hold harmless
Assignor from and against any and all losses, liabilities, claims, or causes of
action (including reasonable attorneys' fees) arising or accruing with respect
to the Personal Property, Tenant Leases, Contracts, Licenses and Permits or
Intangible Property on or after the date hereof. Assignor agrees to indemnify,
save and hold harmless Assignee from and against any and all losses,
liabilities, claims, or causes of action (including reasonable attorneys' fees)
existing or accruing with respect to the Personal Property, Tenant Leases,
Contracts, Licenses and Permits or Intangible Property prior to the date hereof
and during Assignor's ownership of the Real Property.

                            [SIGNATURE PAGE FOLLOWS.]

Page 2


                                      ASSIGNOR:

                                      ASG WATAUGA PAVILION, LTD.,
                                      a Texas limited partnership

                                      By:   ASG Real Estate Company
                                            a Texas corporation
                                            General Partner

                                            By:
                                                    ----------------------------
                                            Name:
                                                    ----------------------------
                                            Title:
                                                    ----------------------------

                                      ASSIGNEE:

                                      ------------------------------------------
                                      a
                                        ----------------------------------------

                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------

Page 3


                                   EXHIBIT "D"

                       FORM OF TENANT ESTOPPEL CERTIFICATE

To:
Inland Real Estate Acquisitions, Inc., and
Inland Western Watauga Limited Partnership,
and its lenders, successors and assigns ("Purchaser")
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: ____________________

     Re:  Lease Agreement dated _________________ and amended __________________
          ("Lease"), between __________________________ as "Landlord", and
          _________________, as "Tenant", guaranteed by _____________________
          ("Guarantor") for leased premises known as _________________________
          the "Premises") of the property commonly known as ___________________
          (the "Property").

1.   Tenant hereby certifies that the following represents with respect to the
Lease are accurate and complete as of the date hereof.

  a. Dates of all amendments, letter
     agreements, modifications and waivers
     related to the Lease:_________________________________________.

  b. Commencement Date:____________________________________________.

  c. Expiration Date:______________________________________________.

  d. Current Annual Base Rent: ____________________________________.

ADJUSTMENT DATE RENTAL AMOUNT --------------- ------------- e. Fixed or CPI Rent Increases: _______________ _____________ f Square Footage of Premises:_________________ g. Security Deposit Paid to Landlord:_________________ h. Renewal Options Additional Terms for _________ years at $___________ per year i. Termination Options Termination Date _______________________ Fees Payable ____________________________
2. Tenant further certifies to Purchaser that: a. the Lease is presently in full force and effect and represents the entire agreement between Tenant and Landlord with respect to the Premises; b. the Lease has not been assigned by Tenant and the Premises have not been sublet by Tenant: Page 1 c. Tenant has accepted and is occupying the Premises, all construction required by the Lease has been completed and any payments, credits or abatements required to be given by Landlord in connection therewith to Tenant have been given; d. Tenant is open for business or is operating its business at the Premises; e. no installment of rent or other charges under the Lease other than current monthly rent has been paid more than 30 days in advance and Tenant is not in arrears on any rental payment or other charges; f. To Tenant's knowledge, Landlord has no legal or contractual obligation to segregate the security deposit or to pay interest thereon; g. To Tenant's knowledge, Landlord is not in default under the Lease and no event has occurred which, with the giving of notice or passage of time, or both, could result in a default by Landlord thereunder; h. To Tenant's knowledge, Tenant has no existing defenses, offsets, liens, claims or credits against Tenant's payment obligations under the Lease; i. Tenant has not been granted any options or rights to terminate the Lease earlier than the Expiration Date (except as stated in paragraph l(i)); j. Tenant has not been granted any options or rights Of first refusal to purchase the Premises or the Property; k. Tenant has not received notice of violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or condition of the Premises or the Property; l. To Tenant's knowledge, no hazardous wastes or toxic substances, as defined by all applicable federal, state or local statutes, rules or regulations have been disposed, stored or treated on or about the Premises or the Property by Tenant; m. Tenant has not received any notice of a prior sale, transfer, assignment, pledge or other hypothecation of the Premises or the Lease or of the rents provided for therein; n. Tenant has not filed, and is not currently the subject of any filing, voluntary or involuntary, for bankruptcy or reorganization under any applicable bankruptcy or creditors rights laws; o. the Lease does not give the Tenant any operating exclusives for the Property; and p. Rent has been paid through _______ ___, 2004. 3. This certification is made with the knowledge that Purchaser is about to acquire title to the Property and obtain financing which shall be secured by a deed of trust (or mortgage), security agreement and assignment of rents, leases and contracts upon the property. Tenant acknowledges that Purchaser's interest in the Lease (as landlord) will be assigned to a lender as security for the loan. All rent payments under the Lease shall continue to be paid to landlord in accordance with the terms of the Lease until Tenant is notified otherwise in writing by Buyer's lender or its successors and assigns. In the event that a lender succeeds to landlord's interest under the Lease, Tenant agrees to attorn to the lender at lender's request, so long as the lender agrees that unless Tenant is in default under the Lease, the Lease will remain in full force and effect. Tenant further acknowledges and agrees that Purchaser (including its lender), their respective successors and assigns shall have the right to rely on the information contained in this Certificate. The undersigned is authorized to execute this Tenant Estoppel Certificate on behalf of Tenant. [TENANT] By: --------------------------------------- Name: ------------------------------------- Date: , 2004 ------------------- Page 2 GUARANTOR ESTOPPEL CERTIFICATE Date:____________________, 2004 To: _____________________ Inland Real Estate Acquisitions., Inc., and Inland Western Watauga Limited Partnership, and its lenders', successors and assigns ("Purchaser") 2901 Butterfield Road Oak Brook, Illinois 60523 Attention: ______________ Re: Guaranty Agreement dated _____________________ ("Guaranty of Lease") pertaining to that certain lease dated ____________________ between ________________________________ as Landlord and _____________________ as Tenant for leased premises known as _______________________________ (the "Premises") located at the property commonly known as ______________________________________________ (the "Property"). 1. Guarantor certifies to Lender and Purchaser that: (a) the Guaranty of Lease has been properly executed by Guarantor and is presently in full force and effect without amendment or modification except as noted above; (b) Guarantor has no existing defenses, offsets, liens, claims or credits against the obligations under the Guaranty of Lease. 2. This certification is made with the knowledge that Purchaser is about to acquire title to the Property and a lender is about to provide Landlord with financing which shall be secured by a deed of trust (or mortgage), security agreement and assignment of rents, leases and contracts upon the Property. Guarantor further acknowledges and agrees that Purchaser and its lender and their respective successors and assigns shall have the right to rely on the information contained in this Certificate. 3. The undersigned is authorized to execute this Guarantor Estoppel Certificate on behalf of Guarantor. [GUARANTOR] By: -------------------------------------- Name: ------------------------------------ Date: , 2004 ------------------- Guarantor Page EXHIBIT "E" SURVEY SPECIFICATIONS I/We hereby certify to INLAND WESTERN WATAUGA LIMITED PARTNERSHIP, ______________ (Lender) and _____________________________ (Name of Title Insurance Company) that (a) this survey was prepared by me or under my supervision, (b) the legal description of the property as set forth herein, and the location of all improvements, encroachments, fences, easements, roadways, rights' of way and setback lines which are either visible or of record in ___________________ County, _____________________ (according to Commitment for Title Insurance Number ________, dated ____________, 2004, issued _________________________), are accurately reflected hereon, (c) this survey accurately depicts the state of facts as they appear on the ground, (d) except as shown hereon, there are no improvements, encroachments, fences or roadways on any portion of the property reflected hereon, (e) the property shown hereon has access to a publicly dedicated roadway, (f) the property described hereon {does} {does not} lie in a 100 year flood plain identified by the Secretary of Housing and Urban Development or any other governmental authority under the National Flood Insurance Act of 1968 (24 CFR Section 1909.1), as amended (such determination having been made from a personal review of flood map number _____________, which is the latest available flood map for the property), (g) the title lines and lines of actual possession are the same, (h) all utility services required for the operation of the property either enter the property through adjoining public streets, or this survey shows the point of entry and location of any utilities which pass through or are located on adjoining private land, (i) this survey shows the location and direction of all storm drainage systems for the collection and disposal of all surface drainage, (j) the property surveyed contains _________ acres and _____________ parking spaces, (k) any discharge into streams, rivers, or other conveyance systems is shown on the survey. This survey has been made in accordance with "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS" jointly established and adopted by American Land Title Association ("ALTA") and American Congress on Surveying and Mapping ("ACSM") in 1999 and meets the accuracy requirements of an Urban Survey, as defined therein and includes items 1, 3, 4, 6, 7(a, b, and c), 8-11 and 13 of Table A thereof. Dated: _________, 2004 (NAME OF SURVEYOR AND QUALIFICATION) -------------------------------------- Registration No.______________________ Note: Buyer also requires a finished floor elevation certificate for all finished structures located in a flood zone Solo Page EXHIBIT "F" SCHEDULE OF DUE DILIGENCE ITEMS DELIVERED [SCHEDULE OF DUE DILIGENCE ITEMS DELIVERED IS ATTACHED TO THIS COVER PAGE] Cover Page DUE DILIGENCE CHECKLIST The following information is to be provided for management review
NAME OF PROPERTY: Comments ------------------------------------------------------------------------------------------------------- A. FINANCIAL INFORMATION /X/ 1. Copy of leases and any guarantees /X/ 2. Current Rent Roll /X/ 3. Standard Lease Form /X/ 4. Latest leasing status report /X/ 5. Summary of recent lease transactions including rate and tenant improvement allowances /X/ 6. List of current tenants on percentage rent only or percentage rent in lieu basis /X/ 7. List of specialty license agreements NONE 8. Operating Statements a. Prior five full years operating statements + Year-to-date statement /X/ b. Current year/full year operating budget /X/ c. Following year budget NONE 9. Prior year's general ledger statement + Year-to-date statement /X/ 10. Last three years' bills for: a. Real estate taxes /X/ b. Insurance /X/ 1) Liability /X/ 2) Property /X/ c. Reconciliation's for CAM/taxes/insurance NONE d. Statement of current monthly amounts paid by tenants for CAM/tax/insurance plus a year-to-date balance of amounts paid by each tenant 11. Information related to any recent CAM or TAX Audits, including copies of reports NONE 12. Leakage report of reimbursable expenses by tenant. NONE 13. Base rent collected in previous calendar year period by tenant /X/ 14. Physical occupancy for the last calendar years prior to purchase SEE RENT ROLL 15. Receivables status/aging report /X/ 16. Tenant sales reports for last three years /X/ 17. Tenant financial statements /X/ 18. Lease expirations - next three years NONE a. Status of expirations, with kick-outs, with respect to renewal possibilities /X/ 19. Description and breakdown of Promotional Income and Marketing Fund NONE 20. Leasing Plan /X/
Due Diligence Checklist for Management Review Page 2
NAME OF PROPERTY: Comments ------------------------------------------------------------------------------------------------------- B. EXPENSE INFORMATION 1. consecutive utility bills a. Water /X/ b. Gas NONE c. Electric /X/ d. Telephone and dedicated lines NONE 2. Copies of all service agreements, contracts or any leases that encumber the property a. Fire/ sprinkler / burglar alarms /X/ b. Antenna cable/satellite dish N/A c. Cleaning N/A d. Exterminating /X/ e. Landscaping /X/ f. Scavenger /X/ g. Security service N/A h. Snow removal N/A i. Towing /X/ j. Union contracts N/A k. Elevator N/A I. Uniform rental N/A m. Water softeners N/A n. Leasing /X/ o. Management Agreement /X/ p. Advertising N/A q. Tax reduction legal fees /X/ r. Any other service contracts or leases not cancelable in 90 days N/A 3. Capital improvements a. Capital improvements over the last 36 months /X/ b. Five-year capital expenditure forecast /X/ c. Assignable warranties /X/ C. ENVIRONMENTAL REPORTS 1. Phase I (old) /X/ 2. Phase I (new) /X/ 3. Other /X/ D. STAFFING 1. Itemized by position and salary /X/ E. SITE INSPECTIONS 1. Inspection report /X/ 2. Photo attached SEE B-11
Due Diligence Checklist for Management Review Page 3
NAME OF PROPERTY: Comments ----------------------------------------------------------------------------------------------------------------- F. MISCELLANEOUS 1. Code violations a. Current and outstanding NONE b. Last 24 months, with compliance N/A c. Contact municipalities as to other problems N/A 2. Easement/encumbrances; restrictive easement agreements/operating easement To be provided with agreements Title Information 3. Warranties a. Roof Will deliver at completion of b. Construction construction. 4. Current tenant contact list /X/ 5. Certificates of insurance for each tenant /X/ 6. Current insurance policies (building and common area) a. Property /X/ b. Liability /X/ c. Umbrella /X/ d. Elevation Certificates for Flood Insurance NONE 7. Appraisal a. Old Third Party Appraisal NONE b. New Appraisal NONE 8. Marketing/leasing brochures /X/ 9. Survey Will deliver per Contract 10. Site Plan /X/ 11. Building photographs and aerials /X/ 12. Certificates of Occupancy /X/ 13. Zoning Letter /X/ 14. Building Plans and Specifications /X/ 15. Estoppels Will deliver per Contract
Item #A6. List of current tenants on percentage rent only or percentage rent in lieu basis. There are no Tenants on percentage rent only. The following Tenants' Leases contain percent rent clauses: 1. Bed Bath & Beyond 2. Party City 3. Pier 1 Imports Item #A7. List of specialty license agreements. NOT APPLICABLE Item #A8. Operating Statements. a. Prior five full years' operating statements + Year-to-Date Statement - No five-year history available. - 2003 Operating Statement enclosed. - 2004 YTD through February enclosed. b. Current year full operating budget. 2004 Operating Budget enclosed. c. Following year budget. Preliminary 2005 Budget is enclosed. Item #A10. Last three years' bills for: a. Real Estate taxes Property was not in service until 2003. Bills for 2003 are enclosed. b. Insurance 1. Liability - Invoice for 2004 enclosed. 2. Property - Invoice for 2004 enclosed. c. Reconciliations for CAM / Taxes / Insurance Property has not been in service for a full year. No reconciliations are available. d. Statement of current monthly amounts paid by tenants for CAM / Taxes / Insurance plus a year-to-date balance of amounts paid by each Tenant. Item #A11. Information related to any recent CAM or TAX Audits, including copies of reports. No CAM / Tax Audits have been performed to date. Item #A12. Leakage report of reimbursable expenses by Tenant. Property has not been in service for a full year. No leakage report has been prepared as of this date. Item #A14. Physical occupancy for the last five calendar years prior to purchase. Property was put into service in 2003. See Rent Roll for opening dates. Item #A16. Tenant sales reports for the last three years. The only Tenants that have submitted Sales Reports to date are: Pier 1 Imports (enclosed) Mattress Giant (enclosed) Item #A18. Lease Expirations - next three years a. Status of expirations, with kick-outs, with respect to renewal possibilities. No Leases expire within the next three years. A Lease expiration report through 2015 is enclosed. With regards to kick-outs, other than the kick-out related to Co-Tenant issues, Party City is the only Tenant that has a kick-out clause related to sales; however, this does not go into effect until Year 5. Item #A19. Description and breakdown of Promotional Income and Marketing Fund. No Promotional or Marketing Fund has been established to date. B. EXPENSE INFORMATION 1. Twelve months of consecutive utility bills We do not have twelve months of billings. a. Water - All invoices to date for irrigation, and Buildings 7600 and 7608 are enclosed. b. Gas - Tenants are responsible for their own gas consumption. c. Electric - All invoices to date for house meters are enclosed. Tenants are responsible for their own electrical consumption. d. Telephone and dedicated lines - Tenants are responsible for their own service. ITEM #B3. CAPITAL IMPROVEMENTS a. CAPITAL IMPROVEMENTS OVER THE LAST 36 MONTHS Other than the initial construction cost, no additional capital expenditures have been required. b. FIVE-YEAR CAPITAL EXPENDITURE FORECAST All work is new and under warranty. There is no capita expenditure forecast at this time. c. ASSIGNABLE WARRANTIES All warranties under the construction contract will be assignable. Warranties have not been provided to date, but will be, upon completion of the construction work. Item #D. Staffing 1. Itemized by position and salary There is no on-site personnel. Item #F1. CODE VIOLATIONS No Code Violations have been reported to date. Item #F2. EASEMENT / ENCUMBRANCES Restrictive easement agreements / operating easement agreements. To be provided with Title Information. Also, see C3 Wetland Information. Item #F7. APPRAISALS No Appraisal is in our possession. Item #F13. ZONING LETTER In lieu of a zoning letter, the City Zoning Map and the Zoning Ordinance are enclosed. Item #F14. BUILDING PLANS AND SPECIFICATIONS The original building plans and specifications are enclosed. These do not contain the changes required in the field. As-built drawings will be presented at the completion of the job. Item #F15. ESTOPPELS Will deliver per Contract. EXHIBIT "G" FORM OF POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT [FORM-OF POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT IS ATTACHED TO THIS COVER PAGE; OR, IF NOT ATTACHED HERETO, THEN THE FORM THEREOF SHALL BE AGREED UPON IN GOOD FAITH BY AND BETWEEN SELLER AND PURCHASER IN THEIR RESPECTIVE REASONABLE DISCRETION WITHIN TEN (10) DAYS AFTER THE EFFECTIVE DATE AND, UPON SUCH AGREEMENT, THAT FORM SHALL BE DEEMED ATTACHED HERETO] Cover Page EXHIBIT "H" POST-CLOSING LEASING CRITERIA 1. The proposed use does not directly violate any exclusions or restrictions then existing in any other tenant's lease in the Property or in any covenants contained in any documents of record as to the Property as of the date thereof (except if a consent or waiver has been obtained from the tenant holding the applicable exclusive or the party to whom the applicable restriction benefits). 2. The lease is for an original term of not less than 3 years, nor more than 10 years. 3. The Lease does not obligate the landlord thereunder to pay any tenant improvement expenses in excess of $15.00 per foot (except to the extent Seller elects to pay any such excess). 4. No rent concessions shall be provided to the tenant which would accrue at Purchaser's expense (except for those, if any, for which Seller remains obligated to pay under the Post-Closing Escrow and Master Lease Agreement during the Post-Closing Leasing Period). 5. The proposed tenant (or the franchisor for the proposed tenant, if applicable) shall have at least one location other than at the Property. 6. The proposed tenant and/or lease guarantor have an aggregate net worth of at least two years of the total aggregate annualized rent, including all expenses payable under the proposed lease, for any tenant of leased premises up to 7,000 square feet or such tenant, and/or guarantor provides reasonably satisfactory credit enhancement (such as a cash escrow or letter of credit) for any shortfall in aggregate net worth. 7. The proposed lease shall average at least 3% increases in base rent per year over the primary term of the 1ease. 8. The proposed lease will not include material rent reductions, co-tenancy requirements, or early termination clauses (except those granted in connection with landlord defaults or customary abatements and termination rights in connection with casualty and/or condemnation). 9. In addition to tenant's base rent, the proposed lease will include 100% reimbursement for the tenant's proportionate share of taxes, insurance and common area maintenance, including an administrative charge for CAM of not less than 8% (or, in the alternative, providing for a 4-1/2% management fee or an equivalent combination of both). Purchaser shall act in a commercially reasonable manner and in good faith during its review and determination of the credit worthiness of any tenant and/or guarantor. Also, Purchaser agrees to respond to Seller deliveries of tenant/guarantor credit information within 3 business days after its receipt by Purchaser thereof, and said tenant/guarantor credit worthiness shall be deemed approved by Purchaser if not approved reasonably denied in good faith within such 3 business day period. Solo Page EXHIBIT "I" APPROVED PLANS AND SPECIFICATIONS FOR POST-CLOSING CONSTRUCTION [THE APPROVED PLANS AND SPECIFICATIONS SHALL BE ATTACHED HERETO AFTER THE EFFECTIVE DATE AS PROVIDED IN SECTION 15.4] Cover Page EXHIBIT "J" BASE SHELL CONDITION A. STRUCTURE: 1. Exterior wall surfaces shall be selected by Landlord in keeping with the overall architectural plan for the center. 2. Roofing shall be built-up composition roofing, in keeping with the overall architectural plan for the center. B. STORE FRONT: 1. A standard storefront shall be provided in keeping with the overall architectural plan for the center. 2. A storefront door consisting of one 3' by 8' door shall be provided. C. PARKING AREAS AND WALKS: 1. Parking areas shall be hard-surfaced. 2. Walks shall be surfaced with concrete, in keeping with the overall architectural plan for the center. 3. Parking areas and walks shall be provided with reasonably adequate artificial lighting. D. FLOOR SLAB: The interior of the tenant space will have a smooth concrete floor except for the rear five (5) feet. E. UTILITIES: 1. Cold water service shall be brought to the rear interior perimeter of the tenant space. 2. Waste line shall be brought to the five-foot "leave-out" in the tenant space. 3. Gas service shall be brought to a location at the perimeter of the shell building, at which location the gas company will set its meter. 4. Electrical service (120/240-volt, unless instead, 110/208-volt service is provided in the area, and at Landlord's option either three-phase or one-phase service) shall be brought to a location on the perimeter wall of the shell building, at which location the electric company will set tenant's meter, at tenant's cost. 5. Telephone service shall be brought to a location on the perimeter wall of the shell building. Page 1

Basic Info X:

Name: THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Type: Third Amendment to Purchase and Sale Agreement
Date: June 15, 2004
Company: RETAIL PROPERTIES OF AMERICA, INC.
State: Maryland

Other info: