G REIT INC
EXHIBIT 10.01
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>3
<FILENAME>a93660fexv10w01.txt
<DESCRIPTION>EXHIBIT 10.01
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.01

                            AGREEMENT OF PURCHASE AND
                              SALE OF REAL PROPERTY
                             AND ESCROW INSTRUCTIONS

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>      <C>                                                                         <C>
1.       PARTIES ...............................................................      -1-

2.       RECITALS ..............................................................      -1-

3.       AGREEMENT TO PURCHASE AND SELL PROPERTY ...............................      -1-

4.       PURCHASE PRICE AND TERMS ..............................................      -1-
         4.1      Payment of Purchase Price ....................................      -1-
         4.2      Investment of Deposit ........................................      -2-
         4.3      Assumption of First Trust Deed ...............................      -2-

5.       ESCROW; CLOSING DATE ..................................................      -3-
         5.1      Opening of Escrow ............................................      -3-
         5.2      Close of Escrow ..............................................      -3-
         5.3      Termination of Escrow ........................................      -3-
         5.4      No Liability for Escrow Holder ...............................      -4-
         5.5      No Withdrawal of Funds .......................................      -4-
         5.6      Delivery of Documents and Materials ..........................      -4-

6.       REPRESENTATIONS AND WARRANTIES OF BUYER ...............................      -4-

7.       REPRESENTATIONS AND WARRANTIES OF SELLER ..............................      -5-
         7.1      Seller's Representations .....................................      -5-
         7.2      Seller's Knowledge ...........................................      -6-
         7.3      AS-IS Conveyance .............................................      -6-
         7.4      No Additional Representations by Seller ......................      -6-
         7.5      Release ......................................................      -7-
         7.6      Breach of Representations and Warranties .....................      -7-

8.       REPRESENTATIONS AND WARRANTIES OF SELLER AND BUYER REGARDING BROKERS ..      -7-
         8.1      Brokers ......................................................      -7-
         8.2      Broker's Indemnity ...........................................      -7-

9.       CONTINGENCIES .........................................................      -8-
         9.1      Condition of Property ........................................      -8-
         9.2      Title ........................................................      -8-
         9.3      Ground Lease Estoppel ........................................      -9-

10.      MAINTENANCE OF THE PROPERTY ...........................................      -9-

11.      COVENANT TO CONVEY; TITLE INSURANCE ...................................     -10-
         11.1     Conveyance of Title ..........................................     -10-
         11.2     Title Policy .................................................     -10-
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>      <C>                                                                         <C>
12.      DELIVERIES ............................................................     -10-
         12.1     Seller's Deliveries ..........................................     -10-
         12.2     Buyer's Deliveries ...........................................     -11-
         12.3     Escrow Holder's Deliveries ...................................     -11-

13.      PRORATIONS, COSTS .....................................................     -11-
         13.1     Items to be Prorated .........................................     -11-
         13.2     Costs ........................................................     -14-
         13.3     Cancellation Fees ............................................     -15-
         13.4     Commissions and Tenant Improvements ..........................     -15-

14.      CONDITIONS PRECEDENT ..................................................     -15-

15.      COOPERATION REGARDING TAX-DEFERRED EXCHANGE ...........................     -16-

16.      CASUALTY; CONDEMNATION ................................................     -16-
         16.1     Partial Damage ...............................................     -16-
         16.2     Material Damage or Condemnation ..............................     -17-

17.      LIQUIDATED DAMAGES ....................................................     -17-

18.      NOTICES ...............................................................     -17-

19.      FURTHER ASSURANCES ....................................................     -18-

20.      INDEMNIFICATION .......................................................     -18-

21.      ATTORNEYS' FEES .......................................................     -18-

22.      MISCELLANEOUS PROVISIONS ..............................................     -18-
         22.1     Entire Agreement .............................................     -18-
         22.2     Partial Invalidity ...........................................     -19-
         22.3     No Waiver of Breach ..........................................     -19-
         22.4     Amendments ...................................................     -19-
         22.5     Waiver of Conditions .........................................     -19-
         22.6     Assignments; Successors and Assigns ..........................     -19-
         22.7     Survival .....................................................     -19-
         22.8     Time .........................................................     -19-
         22.9     Remedies .....................................................     -19-
         22.10    Meaning of Certain Words .....................................     -19-
         22.11    California Law ...............................................     -19-
         22.12    Headings and Labels ..........................................     -19-
         22.13    Counterparts .................................................     -20-
         22.14    Exhibits .....................................................     -20-
         22.15    Construction .................................................     -20-
         22.16    Performance ..................................................     -20-
         22.17    No Third Party Beneficiaries .................................     -20-
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>      <C>                                                                         <C>
         22.18    Limitation of Liability of Buyer and Seller ..................     -20-
         22.19    Confidentiality ..............................................     -20-
         22.20    Cooperation with S-X 3-14 Audit ..............................     -20-
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
Exhibits
--------
<S>             <C>
Exhibit A       Legal Description
Exhibit B       Schedule of Leases
Exhibit C       Ground Lease Estoppel Certificate
Exhibit D       Assignment of Ground Lease
Exhibit E       Quitclaim Deed
Exhibit F       Bill of Sale
Exhibit G       Assignment and Assumption of Leases
Exhibit H       Assignment of Service Contracts, Intangibles, Warranties and Guarantees
Exhibit I       Tenant Notices
</TABLE>

                                      -iv-

<PAGE>

                            AGREEMENT OF PURCHASE AND
                              SALE OF REAL PROPERTY
                             AND ESCROW INSTRUCTIONS

         1.       PARTIES. This Agreement of Purchase and Sale of Real Property
and Escrow Instructions ("AGREEMENT") dated for identification purposes July 16,
2003, is made and entered into by and between RPD Properties II, LLC, a
California limited liability company ("SELLER") and Triple Net Properties, LLC,
a Virginia limited liability company ("BUYER").

         2.       RECITALS.

         2.1      Seller is the current tenant under that certain State of
California Department of Transportation Amended Lease (the "GROUND LEASE") dated
August 19, 1996, by and between the State of California, acting by and through
its Department of Transportation ("CALTRANS" or "GROUND LESSOR") and Sutter
Square Galleria, a California limited partnership ("ORIGINAL TENANT"). A
Memorandum of Amended and Restated Ground Lease Agreement was executed by
Caltrans and Original Tenant as of August 19, 1996, and was recorded in the
Official Records of Sacramento County, California on August 29, 1996 as
Instrument No. 199608291714. The Original Tenant's interest under the Ground
Lease was assigned to Brookview, Inc., a Nevada corporation ("BROOKVIEW"),
pursuant to that certain Assignment of Ground Lease dated as of August 19, 1996.
Brookview's interest (the "LEASEHOLD INTEREST") under the Ground Lease was
subsequently assigned to Seller, pursuant to that certain Assignment and
Assumption of Ground Lease dated as of February 9, 1998, by and between
Brookview, as assignor, and Seller, as assignee, which was recorded in the
Official Records for Sacramento County, California, on February 19, 1998, as
Instrument No. 199802191128. The Ground Lease demises that certain real property
in Sacramento, California, more particularly described on Exhibit "A" attached
hereto (the "LAND"). Seller is also the owner of all improvements located on the
Land (the "IMPROVEMENTS"), excluding therefrom all portions of the Land occupied
by the supports and foundations of the freeway viaduct and that portion above a
horizontal plane four feet (4') below the underside of the freeway
superstructure of the viaduct, which plane extends to a line four feet (4'),
measured horizontally beyond the protrusion of the superstructure of said
freeway viaduct, as more particularly described in the Ground Lease.

         2.2      Buyer desires to purchase from Seller and Seller desires to
sell to Buyer the "PROPERTY" on the terms and conditions set forth herein. The
"PROPERTY" shall consist of (a) the Leasehold Interest under the Ground Lease;
(b) the Improvements, together with all rights and appurtenances thereto; (c)
all of Seller's right, title and interest in and to (i) all leases and occupancy
agreements regarding space in the Improvements (the "LEASES") including all
lease guaranties and security deposits, (ii) all items of removable personal
property located on the Land and used in connection with the operation of the
Improvements (the "PERSONAL PROPERTY"), (iii) all contracts and agreements not
being terminated as of the Closing Date related to the management, leasing,
operation or maintenance of the Land, the Leases or the Personal Property (the
"SERVICE CONTRACTS"), and (iv) all transferable warranties, guaranties, permits
and licenses relating to the Property, together with all other intangible rights
of Seller relating thereto, including any trade names and websites (the
"INTANGIBLE PROPERTY").

         3.       AGREEMENT TO PURCHASE AND SELL PROPERTY. Seller hereby agrees
to sell the Property to Buyer and Buyer hereby agrees to purchase the Property
from Seller on the terms and conditions of this Agreement.

                                       -2-

<PAGE>

         4.       PURCHASE PRICE AND TERMS.

         4.1      Payment of Purchase Price. The purchase price for the Property
(the"PURCHASE PRICE") shall be Eight Million Two Hundred Forty Thousand Dollars
($8,240,000.00), payable as follows:

                  (a)      Within two (2) business days after the mutual
execution of this Agreement, Buyer shall deposit with Escrow Holder immediately
available funds in the amount of One Hundred Thousand Dollars($100,000.00)(the
"INITIAL DEPOSIT") which shall be applied toward the Purchase Price upon the
Close of Escrow.

                  (b)      Within two (2) business days after the Contingency
Date (as defined in Paragraph 9.1 below), and provided Buyer has not previously
terminated (or has been deemed to have terminated) this Agreement, Buyer shall
deposit with Escrow Holder in immediately available funds an additional deposit
of Four Hundred Thousand Dollars ($400,000.00)(the "ADDITIONAL DEPOSIT") which
shall be applied against the Purchase Price upon the Close of Escrow. The
Initial Deposit and the Additional Deposit and any interest thereon are
collectively referred to herein as the "DEPOSIT".

                  (c)      Subject to the provisions of Paragraph 4.3, Buyer
shall assume the existing first priority leasehold trust deed dated February 19,
1998 (the "FIRST TRUST DEED") securing an Amended and Restated Promissory Note
dated October 8, 1998 in the original principal amount of Four Million Two
Hundred Fifty Thousand Dollars($4,250,000.00)("FIRST TRUST DEED NOTE") both
executed by Seller in favor of Bear, Steams Funding, Inc., a Delaware
corporation (the "LENDER"). The First Trust Deed Note bears interest at a fixed
rate of 6.885% per annum, is due and payable on October 1, 2008 and has an
outstanding principal balance of approximately $4,050,000.00 as of June 1, 2003.
If the outstanding principal balance of the First Trust Deed Note at the Close
of Escrow is more or less than $4,050,000.00, the amount of the cash portion of
the Purchase Price shall be increased or decreased accordingly.

                  (d)      Buyer shall deposit with Escrow Holder no later than
one (1) day prior to the Closing Date immediately available funds in the amount
of the balance of the Purchase Price.

         4.2      Investment of Deposit. Escrow Holder (as defined below) shall
invest the Deposit in an interest bearing, federal insured account approved by
Buyer. Any interest on the Deposit prior to the Close of Escrow shall be added
to the Deposit. If the purchase and sale of the Property is consummated, the
Deposit shall be applied against the Purchase Price. If the purchase and sale of
the Property is not consummated because of the failure of any of Buyer's
conditions precedent (as defined in Paragraph 14 below), the Deposit shall be
promptly refunded to Buyer. If the purchase and sale of the Property is not
consummated because of Buyer's default under this Agreement, the Deposit shall
be non-refundable and shall be paid to and retained by Seller as liquidated
damages pursuant to Paragraph 17 below.

         4.3      Assumption of First Trust Deed. Seller shall use Seller's
diligent efforts to cause the beneficiary of the First Trust Deed to consent to
the conveyance of the Property by Seller to Buyer and to agree to allow Buyer to
assume the obligations of the maker and trust or under the First Trust Deed and
the First Trust Deed Note, respectively, without any change in interest rates or
other economic terms. Within three (3) business days after the mutual execution
of this Agreement, Buyer shall submit

                                       -3-

<PAGE>

all required financial information to the Lender's loan servicer (GE Capital
Loan Services, Inc., P.O. Box 671568, Houston, Texas 77267-1568 [Telephone:
(800) 456-1443]) and pay the initial non-refundable application fee in the
amount of $2,000.00. Buyer shall pay any assumption fee and other costs related
to the proposed assumption, including a loan assumption fee not to exceed one
percent (1%) of the outstanding principal amount of the First Trust Deed Note
plus other out-of-pocket costs and expenses incurred by Lender including,
without limitation attorneys' fees and title endorsement costs. If Seller fails
to obtain such consent or agreement of the beneficiary of the First Trust Deed
on or before that date which is ninety (90) days after the mutual execution
hereof (the "LOAN ASSUMPTION DATE"), Buyer and Seller shall each have the right
to terminate this Agreement, upon written notice to the other at any time prior
to obtaining such approval. In such event the Deposit shall be returned to Buyer
and neither party shall have any further rights or obligations hereunder, except
for Buyer's obligations under Paragraphs 9.1 and 21 below. In addition to the
foregoing, Seller's obligation to complete the sale of the Property to Buyer is
expressly conditioned upon Seller obtaining, in its reasonable discretion, a
full release from all obligations under the loan documents(the "EXISTING LOAN
DOCUMENTS") evidencing the First Trust Deed and the First Trust Deed Note
(including a release of any guarantor or indemnitor in connection therewith). In
this regard, Buyer agrees that one or more principals or affiliates of Buyer
shall execute and deliver substitute guaranties/indemnities for the benefit of
Lender (in substantially the same form as the existing guaranties/indemnities).
Additionally, if required by the Lender, Buyer shall form a new "single-purpose
bankruptcy remote entity" for purposes of acquiring title to the Property. Buyer
acknowledges that Seller shall have no liability arising from the Lender's
failure to consent to the loan assumption.

         4.4      Waiver of Contingencies. Upon Buyer's approval (or deemed
approval) of the contingencies set forth in Paragraphs 9.1 and 9.2 below, the
Deposit shall be deemed fully earned and non-refundable unless (a) escrow fails
to close as a result of Seller's material default hereunder; (b)the Lender does
not consent to Buyer's assumption of the First Trust Deed and First Trust Deed
Note; (c)this Agreement is terminated pursuant to Paragraph 16; or(d) escrow
terminates as a result of a failure of the conditions precedent set forth in
Paragraph 14.1.

         5.       ESCROW; CLOSING DATE.

         5.1      Opening of Escrow. A copy of this Agreement executed by the
parties shall be deposited in an escrow ("ESCROW") with Commonwealth Land Title
Company, 350 Commerce Drive, Suite 150, Irvine, California 92602, Attn: Ms.
Michelle Mesh [Telephone: (714) 368-3209]("ESCROW HOLDER"), and shall serve as
the escrow instructions, together with such further instructions, if any, as the
parties shall provide by written agreement. The parties agree to execute such
further escrow instructions as Escrow Holder may require as long as Escrow
Holder shall not require the imposition of any additional obligations or
liabilities on the parties. Such further instructions shall not modify the
provisions of this Agreement unless otherwise expressly set forth therein.
Escrow shall be deemed "opened" on the date Escrow Holder accepts this Agreement
in writing or as of the date fully executed counterparts of any further escrow
instructions required by Escrow Holder are deposited, whichever occurs first.
The parties agree to perform all acts necessary to open Escrow within three (3)
business days of the execution of this Agreement. Escrow Holder shall promptly
give Buyer and Seller written notice of its acceptance of this Agreement and of
the date on which Escrow has opened.

         5.2      Close of Escrow. The terms "CLOSE OF ESCROW" and "CLOSING
DATE" shall mean that date on which the conveyance of the Property to Buyer
shall be consummated by the recording of the

                                       -4-

<PAGE>

Grant Deed, which date shall be the later of: (a) thirty (30) days after the
Contingency Date; and (ii) ten (10) days after the Lender has consented to the
loan assumption by Buyer and has delivered the final Loan Assumption Documents
(as defined below).

         5.3      Termination of Escrow. If Escrow Holder is unable to close
Escrow by the Closing Date in compliance with this Agreement, Escrow Holder
shall hold the Escrow open and effect closing as soon as it is able to do so in
compliance with this Agreement unless Escrow Holder receives a written demand to
terminate Escrow from either Buyer or Seller, whereupon Escrow Holder shall send
a copy of such demand to the other party. If the other party does not object to
the termination of Escrow within five (5) business days of its receipt of such
demand, then Escrow Holder shall terminate Escrow and return all of the
documents and funds then held by Escrow Holder to the party who has deposited
the same. If the other party objects to the termination of Escrow within such
five (5) day period, then Escrow Holder shall not terminate Escrow but shall
hold such documents and funds then held by Escrow Holder until Escrow Holder
shall have received instructions signed by both parties with respect to such
funds and documents. At any time after one party makes written demand for the
termination of Escrow and the other party objects thereto, Escrow Holder may
deposit all documents and funds then held by Escrow Holder in a court of
competent jurisdiction and, after giving written notice of the same to Buyer and
Seller, Escrow Holder's obligations hereunder shall terminate.

         5.4      No Liability for Escrow Holder. Escrow Holder is not to be
held liable for the sufficiency or correctness as to form, manner of execution
or validity of any instruments deposited with Escrow Holder, as to the identity,
authority or rights of any person executing the same, nor for any failure to
comply with any of the provisions of any agreement, contract or other instrument
referred to in this Agreement. Escrow Holder's duties hereunder shall be limited
to the safekeeping of any documents or monies received by it as Escrow Holder
and for the disposition of the same in accordance with the written instructions
of the parties hereto. Escrow Holder shall not be concerned with any agreements
contained herein not required by Escrow Holder to close the Escrow.

         5.5      No Withdrawal of Funds. No party shall have the right to
withdraw any monies or documents deposited by it with Escrow Holder prior to the
Close of Escrow or the termination thereof in accordance with the terms of this
Agreement.

         5.6      Delivery of Documents and Materials. Within five (5) business
days after the opening of Escrow, Seller shall deliver to Buyer the following
documents and materials if and to the extent the same are in Seller's possession
(collectively, the "MATERIALS"): (a) true and complete copies of the Ground
Lease and all Leases and Service Contracts relating to all or any portion of the
Property; (b) a current rent roll (the "CURRENT RENT ROLL") pertaining to the
Property for the calendar month immediately preceding the date of mutual
execution of this Agreement, showing with respect to each tenant of the Property
(individually a "TENANT" and collectively, the "TENANTS"): (i) the name of the
Tenant; (ii) the rentable square feet; (iii) the monthly base rent; (iv) the
term; (v) the number of options; and (vi) the security deposit; (c) an aging
report showing, with respect to each Tenant, the date through which such Tenant
has paid rent and a Tenant-by-Tenant monthly aging report for the preceding
twelve (12) months; (d) an income and expense statement for the previous twelve
(12) months (the "Income/Expense Statement"); (e) copies of the bills issued for
the most recent year for all utilities, real property taxes and personal
property taxes; (f) copies of all seismic and/or environmental/hazardous
material tests, studies, reports or analyses relating to the Property; and (g) a
copy of any existing survey for the Property. Additionally, prior to the
Contingency Date, Buyer shall have the right, during normal

                                       -5-

<PAGE>

business hours and at Buyer's sole cost and expense, to inspect and photocopy
all of Seller's books and records relating to the Property.

         6.       REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby
represents and warrants the following to Seller for the purpose of inducing
Seller to enter into this Agreement and to consummate the transactions
contemplated hereby, all of which shall be true as of the date hereof and as of
the Closing Date and shall survive the Close of Escrow and conveyance of title
to the Property hereunder:

                  (a)      Buyer has the legal power, right and authority to
enter into this Agreement and the instruments and documents referenced herein,
and to consummate the transaction contemplated hereby. The individuals executing
this Agreement and the instruments referenced herein on behalf of Buyer hereby
represent and warrant that they have the power, right and authority to bind
Buyer.

                  (b)      All requisite action has been taken by Buyer and all
requisite consents have been obtained in connection with the entering into this
Agreement and the instruments and documents referenced herein, and the
consummation of the transaction contemplated hereby, and no consent of any other
party is required.

                  (c)      This Agreement is, and all agreements, instruments
and documents to be executed by Buyer pursuant to this Agreement shall be duly
executed by and are, or shall be, valid and legally binding upon Buyer and
enforceable in accordance with their respective terms.

                  (d)      Neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby shall result in a breach of
or constitute a default under any agreement, document, instrument or any other
obligation to which Buyer is a party or to which Buyer may be bound or affected,
or under any law, statute, ordinance, rule, governmental regulation or any writ,
injunction, order or decree of any court or governmental body, applicable to
Buyer or to the Property.

         7.       REPRESENTATIONS AND WARRANTIES OF SELLER.

         7.1      Seller's Representations. Seller hereby represents and
warrants the following to Buyer for the purpose of inducing Buyer to enter into
this Agreement and to consummate the transactions contemplated hereby, all of
which shall be true as of the date hereof and as of the Closing Date (except as
otherwise set forth herein) and shall survive the closing and conveyance of
title to the Property hereunder.

                  (a)      Seller is a duly organized, validly existing limited
liability company in good standing under the laws of the State of California.
Seller has the legal power, right and authority to enter into this Agreement and
the instruments and documents referenced herein, and to consummate the
transaction contemplated hereby. The individuals executing this Agreement and
the instruments referenced herein on behalf of Seller hereby represent and
warrant that they have the power, right and authority to bind Seller.

                  (b)      All requisite action has been taken by Seller and all
requisite consents have been obtained in connection with the entering into this
Agreement and the instruments and documents

                                       -6-

<PAGE>

referenced herein, and the consummation of the transaction contemplated hereby,
and no consent of any other party is required.

                  (c)      This Agreement is, and all agreements, instruments
and documents to be executed by Seller pursuant to this Agreement shall be duly
executed by and are, or shall be, valid and legally binding upon Seller and
enforceable in accordance with their respective terms.

                  (d)      Neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby shall result in a breach of
or constitute a default under any agreement, document, instrument, or other
obligation to which Seller is a party or by which Seller may be bound, or under
any law, statute, ordinance, rule, governmental regulation or any writ,
injunction, order or decree of any court or governmental body, applicable to
Seller or to the Property.

                  (e)      As of the date of this Agreement, there is no
litigation pending, or, to Seller's knowledge, threatened, against Seller which
relates to the Property or the transactions contemplated hereby, except as
previously disclosed to Buyer in writing.

                  (f)      As of the date of this Agreement, the Property is
subject to those certain Leases (the "LEASES") as shown on the Schedule of
Leases attached hereto as Exhibit "B." As of the date of this Agreement, the
Leases are in full force and effect, and, to Seller's knowledge, as of the date
of this Agreement, Seller is not aware of any default by the Tenants under any
of such Leases except as may be disclosed to Buyer or discovered by Buyer prior
to the Contingency Date, including, without limitation, the disclosure that
Seller has asserted claims against Quizno's and UC Davis with respect to the
payment of certain utility charges which have erroneously been omitted from
prior billings to such tenants.

                  (g)      There are no pending or, to Seller's knowledge,
contemplated condemnation or annexation proceedings affecting the Property or
any part thereof.

                  (h)      To Seller's knowledge, as of the date of this
Agreement, Seller has not received any written notice from any governmental
authority regarding any violation of any law, ordinance, regulation, order or
requirement applicable to the Property which has not been satisfied.

                  (i)      Following the Close of Escrow, Buyer shall have no
obligation to employ or continue to employ any individual employed by Seller or
its affiliates in connection with the Property.

                  (j)      To Seller's actual knowledge, as of the date of this
Agreement, the information in the Current Rent Roll is true and accurate.

                  (k)      To Seller's actual knowledge, as of the date of this
Agreement, the Income/Expense Statement is true and complete.

         7.2      Seller's Knowledge. As used herein, "to Seller's knowledge"
and phrases of similar import means the actual (not constructive) conscious
knowledge, without attribution and without any duty of independent investigation
or inquiry whatsoever and without undertaking any investigation or inquiry, of
A. Stuart Rubin. Seller represents and warrants that A. Stuart Rubin is the
principal of Seller having responsibility for the Property. It is the express
intention of Buyer and Seller that, in order for

                                       -7-

<PAGE>

Buyer to recover any damages or have any other remedies against Seller by reason
of an alleged breach of Seller's representations and/or warranties set forth
herein which are limited to Seller's actual knowledge, Buyer shall be required
to allege and prove that the foregoing individual had actual conscious knowledge
of the falsity of such representation and/or warranty when made. It is also
expressly agreed and understood that in no event shall Buyer be entitled to
bring any action(s) for damages or otherwise against the aforementioned
individual or any other officer, director, employee, agent, shareholder,
partner, member or principal of Seller. Any action against Seller based upon an
alleged breach of Seller's representations and warranties herein must be filed
within three hundred sixty five (365) days after the Closing Date, and failure
to timely file any such action shall be deemed Buyer's waiver and release of any
such action.

         7.3      AS-IS Conveyance. Except as otherwise expressly set forth in
this Agreement, Buyer expressly acknowledges and agrees: (a) Seller has (or will
have by the Contingency Date) made available to Buyer and Buyer's
representatives for their review and inspection all plans, drawings, reports and
other documents with respect to the Property which Buyer has requested; (b)
Seller is not making, has not made and expressly disclaims any representation or
warranty, express or implied, that such documents delivered by Seller or made
available for Buyer's review and inspection constitute all of the documents and
information in Seller's files relating to the Property; (c) Buyer has made (or
by the Contingency Date will make) such independent factual, physical and legal
examinations and inquiries as Buyer deems necessary and desirable with respect
to the Property and the transaction contemplated by this Agreement; (d) Buyer is
specifically purchasing the Property on an "AS-IS WITH ALL FAULTS BASIS" and is
relying solely upon Buyer's own independent factual, physical and legal
investigations, examinations and inquiries and the materials and information
prepared by Buyer or by third parties at Buyer's request in determining that the
Property and each portion thereof is suitable and adequate in all respects for
any and all activities and uses which Buyer may elect to conduct thereon; (e)
Seller is not making, has not made and expressly disclaims any representation,
warranty or other assurance whatsoever with respect to the Property or any
condition or feature thereof, including without limitation, any representation,
warranty or assurance regarding the validity or accuracy of any documents (or
the date contained therein) delivered by Seller to Buyer or made available for
Buyer's review and inspection (except as otherwise expressly set forth herein);
(f) Buyer shall verify the accuracy and reliability of such documents and date
with the third parties who prepared the same; and (g) Buyer is (or by the
Contingency Date will be) fully acquainted with the nature and condition, in all
respects, of the Property, including the existence or availability of all
permits and approvals from governmental authorities and the soil and geology
thereof. The provisions of this Paragraph 7.2 shall survive the Close of Escrow.

         7.4      No Additional Representations by Seller. Except as otherwise
expressly set forth in this Agreement, neither Seller nor any of its agents,
partners or employees has made and does not make any representations or
warranties, whether oral or written, expressed or implied, with respect to: (i)
any physical or environmental aspect or condition of the Property or any part
thereof (including, without limitation, the presence of any hazardous
materials); (ii) any dimension or specifications of the Property or any part
thereof, including, without limitation, the square footage or rentable area of
the improvements or the number or sufficiency of parking spaces on or about the
Property; (iii) feasibility, desirability, suitability, habitability or
convertibility of the Property and any part thereof into or for any particular
use or purpose; (iv) the zoning, building or land use restrictions applicable to
the Property or any part thereof; (v)the leases, the tenants, or the project
income or expenses, if any, for the Property; (vi) soil, seismic or other
geological conditions effecting the Property or any part thereof with any

                                       -8-

<PAGE>

applicable laws, rules or regulations, including, without limitation, use
permits, building codes, fire and safety codes and handicapped access codes and
regulations (including, without limitation, the Americans With Disabilities
Act); (vii) the truth, accuracy or completeness of any of the materials or
documents delivered to Buyer; (viii) the availability or unavailability of
governmental, quasi-governmental or other permits, approvals, licenses, or
entitlements, if any, in any way relating to the Property or any part thereof;
(ix) the availability or unavailability of water, sewer, electric, telephone or
other utility services, if any, for the Property or any part thereof; (x)the
operability, adequacy, state of repair or useful life of any fixture, equipment,
machinery or other apparatus of the Property; (xi) restrictions on hours of
operation, parking, types of tenants and uses, signage, architectural and other
Limitations imposed by zoning, use permits and other restrictions effecting
the Property; and (xii) any other matter of any nature whatsoever relating in
any way to the Property or to any of the documents delivered by Seller to Buyer.

         7.5      Release. As of the Close of Escrow, Buyer fully releases and
discharges Seller from and relinquishes all rights, claims and actions that
Buyer may have against Seller which arise out of or are in any way connected
with the Property at Closing, including but not limited to the existence or
presence on the Property of (i) construction, design or natural defects of any
kind or nature, whether patent or latent, (ii) hazardous materials, and (iii)
violations of any federal, state or local law or regulation applicable to the
physical condition of the Property. This release applies to all described
rights, claims and actions, whether known or unknown, foreseen or unforeseen,
present or future. Buyer specifically waives application of California Civil
Code Section 1542, which provided as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."

                          [ILLEGIBLE]                    [ILLEGIBLE]
                        ----------------               -----------------
                        Buyer's Initials               Seller's Initials

Notwithstanding the foregoing, the release set forth above is not intended to,
and shall not, release or discharge: (a) any representations or warranties of
Seller pursuant to Paragraph 7.1 above; (b)claims relating to Seller's
indemnification under Paragraph 8.2 and Paragraph 15.1; and (c) claims relating
to post-closing prorations pursuant to Paragraph 13.1.

         7.6      Breach of Representations and Warranties. If prior to the
Close of Escrow, Buyer learns of any fact or circumstances which makes any of
Seller's representations or warranties materially untrue or misleading, Buyer's
sole remedy shall be to terminate this Agreement and to receive a refund of its
Deposit, it being understood that Buyer expressly waives any right to close
escrow and pursue any claims against Buyer for any breach of such
representations and warranties.

         8.       REPRESENTATIONS AND WARRANTIES OF SELLER AND BUYER REGARDING
BROKERS.

                                      -9-
<PAGE>

         8.1      Brokers. Each party represents and warrants that it has not
employed any brokers or finders in connection with the transactions contemplated
hereby other than CB Richard Ellis (the "SELLER's BROKER") and Triple Net
Realty, Inc. ("BUYER's BROKER").

         8.2      Broker's Indemnity. Except for the commission to be paid by
Seller to Seller's Broker pursuant to a separate agreement, and a commission of
$240,000.00 to be paid by Seller to Buyer's Broker if, and only if, Escrow
closes, each party shall indemnify, save, defend and hold the other party free
and harmless from and against any and all obligations or liabilities to pay any
real estate broker's commission, finder's fee, or other compensation to any
person, firm or corporation arising from or in connection with this Agreement or
the Property which results from any act or agreement of such party.

         9.       CONTINGENCIES. Notwithstanding anything to the contrary
contained in this Agreement, Buyer's obligation to purchase the Property and to
close Escrow hereunder is subject to Buyer's written approval or waiver of all
of the following matters:

         9.1      Condition of Property. Within thirty (30) days after the
mutual execution of this Agreement (the "CONTINGENCY DATE"), Buyer shall have
approved or disapproved in writing, the results of any and all inspections,
tests and studies with respect to the Property which Buyer may elect to make or
obtain. Buyer's failure to timely approve such results in writing shall be
deemed Buyer's disapproval thereof. Upon Buyer's written disapproval or deemed
disapproval of such results for any reason (or no reason)whatsoever, in Buyer's
sole discretion, this Agreement shall terminate, the Initial Deposit shall be
returned to Buyer and neither party shall have any further rights or obligations
hereunder except for Buyer's obligations under this Paragraph 9.1 and Paragraph
21 below. The cost of any such inspections, tests and studies shall be borne
entirely by Buyer. For the sole purpose of conducting such inspections, tests
and studies, Buyer and Buyer's representatives shall have the right, during
reasonable business hours, upon reasonable notice and prior to the Contingency
Date, to enter onto the Property provided that (i) Seller or a representative of
Seller is given at least forty-eight (48) hours prior notice of such entry and
an opportunity to accompany Buyer during such inspections; and (ii) Buyer does
not contact or otherwise communicate with any of the tenants unless Seller is
given at least forty-eight (48) hours prior notice of such communication and an
opportunity to be present during such communication. Buyer shall repair any
damage to, and remove any liens against, the Property caused by such tests,
inspections and studies. In the event that Buyer intends to perform any tests
which involve drilling, boring or other similar intrusive or invasive action on
or under the Property, Buyer shall first obtain Seller's written consent, which
consent may be withheld in Seller's sole discretion. In the event Seller
consents to such invasive testing, Buyer shall, prior to entry upon the Property
by Buyer or its agents, contractors or employees for purposes of such
intrusive/invasive testing, deliver to Seller a copy of the proposed testing
plan/schedule which identifies the environmental consultant and the number, type
and location of all borings. Seller shall have the right to reasonably approve
such testing plan prior to commencement thereof. Neither Buyer nor any of its
successors, assigns, officers, directors, partners, employees, attorneys,
consultants, lenders, affiliates, agents or representatives (collectively,
"PERSONNEL") shall provide to Seller or to any federal, state or local
regulatory agency or other governmental entity or any other person or entity any
results of any such environmental investigations unless specifically and
expressly requested by Seller or as required by law. In any event, prior to
entering onto the Property for any purpose, Buyer shall deliver to Seller an
original endorsement to Buyer's commercial general liability insurance policy
which evidences that Buyer is carrying a commercial general liability insurance
policy with a financially responsible insurance company acceptable to Seller
covering (x) activities of Buyer and Buyer's agents, contractors and employees,
and

                                      -10-

<PAGE>

(y) Buyer's indemnity obligations contained in this Paragraph 9.1. Such
endorsement shall evidence that such insurance shall have a per occurrence limit
of at least One Million Dollars($1,000,000), shall name Seller as an additional
insured, shall be primary insurance, and shall contain a cross liability
endorsement. Buyer hereby indemnifies, defends and holds Seller harmless from
and against any and all loss, cost, damage, liability and expense, including
without limitation attorney's fees and costs, arising out of the entry onto the
Property by Buyer or Buyer's representatives. If the transactions contemplated
by this Agreement shall fail to close for any reason other than a default by
Seller, Buyer shall, at Seller's request, assign and deliver to Seller, without
charge, immediately upon the termination of this Agreement copies of all work
product produced by or on behalf of Buyer with respect to the Property.

         9.2      Title. Within ten (10) days after the execution of this
Agreement, Seller shall cause First American Title Insurance Company, 520 North
Central Avenue, 5th Floor, Glendale, California 91203, Attn: Ms. Jeannie Quintal
[Telephone: (800) 668-4853, Ext. 5021] (the "TITLE COMPANY") to deliver to Buyer
a preliminary title report ("PTR") for the Property along with copies of all
items identified as exceptions in the PTR. If Buyer elects to obtain an extended
coverage policy of title insurance, Buyer shall notify Seller of such election
promptly after execution of this Agreement and shall obtain a survey of the
Property (or update the Seller's existing survey, if any), at Buyer's sole cost.
If Buyer elects to obtain a survey, the survey shall be sufficient to enable the
Title Company to update the PTR to: (i) delete the standard survey exceptions,
(ii)add any new title exceptions which are revealed by said survey and an
inspection of the Property, and (iii) enable the Title Company at Closing to
issue an extended owner's policy of title insurance. Buyer shall notify Seller
within ten (10) business days after the date of this Agreement of any exceptions
disapproved by Buyer on the PTR. Buyer's failure to timely disapprove of the PTR
in writing shall be deemed Buyer's approval thereof. If Buyer disapproves any
matters of title, then Seller shall have the right to specify the matters which
Seller shall address and the manner in which it will do so in a written notice
(the "SELLER's CURE NOTICE") delivered to Buyer within three (3) business days
after the receipt of Buyer's disapproval notice. Buyer shall have two (2)
business days after receipt of Seller's Cure Notice to elect in writing to
terminate this Agreement, in which case the Initial Deposit shall be returned to
Buyer and neither party shall have any further obligations hereunder except for
Buyer's obligations under Paragraphs 9.1 and 21. If Buyer does not so elect to
terminate this Agreement, then Buyer shall be deemed to have waived its
disapproval of all disapproved title matters except to the extent of Seller's
agreement to undertake any curative action asset forth in Seller's Cure Notice.
If Seller provides Buyer with a Seller's Cure Notice, Seller shall use
commercially reasonable efforts to complete the curative action set forth
therein on or before the Closing Date. It shall be a condition precedent, but
not a covenant of Seller, that all such curative action shall actually be
performed on or before the Closing Date. Those exceptions approved by Buyer, the
standard printed exceptions in the Title Policy and such items created by Buyer
shall be referred to herein as "PERMITTED EXCEPTIONS." If on the Closing Date,
there are any liens, assessments or encumbrances that Seller is obligated to pay
and discharge, Seller shall deposit with Escrow Holder sufficient monies(or
authorize Escrow Holder to use the cash portion of the Purchase Price),
acceptable to and required by Escrow Holder to insure the obtaining and
recording of such satisfactions and the issuance of the Title Policy either free
of any such liens, assessments and encumbrances, or with insurance against any
liens or damage that Buyer may suffer as a result thereof.

         9.3      Ground Lease Estoppel. Seller shall use commercially-
reasonable efforts to deliver to Buyer, on or before the Closing Date, an
estoppel certificate (the "GROUND LEASE ESTOPPEL CERTIFICATE")from Caltrans, as
lessor under the Ground Lease, substantially in the form attached hereto

                                      -11-

<PAGE>

as Exhibit "C". In an effort to assist Seller in obtaining the Ground Lease
Estoppel Certificate, Buyer shall supply Seller with such financial statements
as Caltrans may reasonably require. In the event Seller is unable to timely
deliver the Ground Lease Estoppel, Buyer can elect, within three (3) days after
its receipt of notice thereof, to terminate this Agreement by written notice to
Seller, and the Deposit shall be returned to Buyer.

         10.      MAINTENANCE OF THE PROPERTY. From and after the date hereof
until the Close of Escrow, Seller shall (a) maintain and operate the Property in
its present condition, normal wear and tear and damage or destruction excepted;
provided, however, Seller shall not be obligated to perform any capital
improvements; (b) not extend, renew, modify or replace any of the Service
Contracts without the prior written consent of Buyer (which consent shall not be
unreasonably withheld, conditioned or delayed); (c) maintain in effect all
casualty and liability insurance which is currently in place; (d) fully comply
with all of the Seller's obligations under the Leases and Service Contracts; and
(e) provide Buyer with any notices or other correspondence to/from any Tenant
relating to defaults under their respective Leases (as well as notice of any
bankruptcy filing or intention to discontinue operations). Additionally, from
and after the Contingency Date until the Close of Escrow, Seller shall not
modify, extend, terminate or otherwise change any of the terms, covenants or
conditions of the Leases or enter into new leases or any other obligations or
agreements affecting the Property without the prior written consent of Buyer,
which consent shall not be unreasonably withheld, delayed or conditioned. In the
event Buyer has not responded to Seller's written request for consent within
five (5) days after Seller's delivery to Buyer of all pertinent information
concerning such Lease, Buyer shall be deemed to have consented thereto.

         11.      COVENANT TO CONVEY; TITLE INSURANCE.

         11.1     Conveyance of Title. At the Close of Escrow, Seller shall
(a)assign to Buyer all of its rights and obligations under the Ground Lease; and
(b) convey fee simple title to the Improvements to Buyer by grant deed, subject
to all matters of record.

         11.2     Title Policy. On the Closing Date, the Title Company shall
issue to Buyer the Title Company's standard leasehold policy of title insurance
(or extended coverage if elected by Buyer pursuant to Paragraph 9.2 above)(the
"TITLE POLICY") with a liability limit in the amount of the Purchase Price
showing the Leasehold Interest vested in Buyer, subject only to the Permitted
Exceptions.

         12.      DELIVERIES.

         12.1     Seller's Deliveries. At least one (1) business day prior to
the Closing Date, Seller shall deliver to Escrow Holder the following documents,
fully executed and acknowledged where appropriate, and such other items as
follows:

                  (a)      An Assignment and Assumption of Ground Lease (the
"GROUND LEASE ASSIGNMENT") substantially in the form of Exhibit "D" hereto,
conveying the Leasehold Interest to Buyer;

                  (b)      A quitclaim deed ("DEED") substantially in the form
and substance of Exhibit "E" hereto, conveying title to the Improvements to
Buyer;

                                      -12-

<PAGE>

                  (c)      A bill of sale ("BILL OF SALE") substantially in the
form and substance of Exhibit "F" hereto, conveying to Buyer, without
representation or warranty all of the Personal Property and Intangible Property,
if any;

                  (d)      An Assignment and Assumption of Leases (the
"ASSIGNMENT OF LEASES") substantially in the form and substance of Exhibit "G"
hereto, assigning to Buyer all of Seller's right, title and interest as landlord
under the Leases;

                  (e)      An Assignment of Service Contracts (the "ASSIGNMENT
OF SERVICE CONTRACTS") substantially in the form and substance of Exhibit "H"
hereto, assigning to Buyer all of Seller's right, title and interest in and to
the Service Contracts and other property described in the Assignment of Service
Contracts;

                  (f)      Notices to the tenants under the Leases (the "TENANT
NOTICES") of the transfer of the Property to Buyer in the form and substance of
Exhibit "I" hereto;

                  (g)      The assumption documents ("LOAN ASSUMPTION
DOCUMENTS") prepared by the Lender relating to the assignment and assumption of
the Existing Loan Documents, in such reasonable form as the parties shall
mutually agree upon;

                  (h)      A certificate duly executed by Seller under penalty
of perjury certifying that Seller is not a "foreign person" in accordance with
and for the purpose of provisions of Section 1445 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder, together with
California Form 590;

                  (i)      Such funds as may be necessary to comply with
Seller's obligation hereunder regarding prorations, costs, expenses, assignment
of security deposits, and removal of liens or encumbrances, and payment of taxes
and assessments, or Seller's authorization to Escrow Holder to use the cash
portion of the Purchase Price to comply with such of Seller's obligations;

                  (j)      keys to the Property and all other records and files
in Seller's possession relating to the operation of the Property; provided,
however, the foregoing items may be delivered directly to Buyer (or made
available for pick up by Buyer) promptly after the Close of Escrow.

         12.2     Buyer's Deliveries. At least one (1) business day prior to the
Closing Date, Buyer shall deliver to Escrow Holder the following documents,
fully executed and acknowledged where appropriate, and such other funds and
items as follows:

                  (a)      A counterpart of the Ground Lease Assignment;

                  (b)      A counterpart of the Assignment of Leases;

                  (c)      A counterpart of the Assignment of Service Contracts;

                  (d)      A Preliminary Change of Ownership Statement in form
suitable for filing with the Sacramento County Tax Collector;

                                      -13-

<PAGE>

                  (e)      Immediately available funds in the amount of the
balance of the cash portion of the Purchase Price; and

                  (f)      A counterpart of the Loan Assumption Documents.

         12.3     Escrow Holder's Deliveries. On the Close of Escrow, subject to
Escrow Holder having received the documents and monies required to be deposited
into Escrow pursuant to this Agreement and Escrow having received no written
notice by a party that a condition precedent to its obligation to close has not
been satisfied, Escrow shall do each of the following:

                  (a)      Duly record the Assignment of Ground Lease, the Deed
and the Loan Assumption Documents, if applicable, and arrange for the delivery
to the parties conformed copies thereof as soon as available.

                  (b)      Deliver originals of the Assignment of Ground Lease,
Bill of Sale, Tenant Notices, Loan Assumption Documents, Assignment of Leases
and Assignment of Service Contracts to Buyer.

                  (c)      Deliver originals of the Assignment of Ground Lease,
Assignment of Leases, Assignment of Service Contracts, Loan Assumption Documents
and the Purchase Price to Seller.

                  (d)      Cause the Title Company to deliver the Title Policy
to Buyer and any endorsements required by the Lender to the Lender.

                  (e)      Deliver the original Loan Assumption Documents to
Lender.

         13.      PRORATIONS, COSTS.

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

                  (a)      Taxes and Assessments. All non-delinquent property
taxes, assessments and other governmental impositions of any kind or nature,
including, without limitation, any special assessments or similar charges
(collectively, "TAXES"), which relate to the tax year within which the Closing
occurs based upon the actual number of days in the tax year. With respect to any
portion of the Taxes which are payable by any Tenant directly to the
authorities, no proration or adjustment shall be made. The proration for Taxes
shall be based upon the most recently issued tax bill for the Property. Upon the
Closing Date and subject to the adjustment provided above, Buyer shall be
responsible for Taxes on the Property payable from and after the Closing Date.
In no event shall Seller be charged with or be responsible for any increase in
the Taxes on the Property resulting from the sale of the Property or from any
improvements made or leases entered into after the Closing Date. With respect to
all periods for which Seller has paid Taxes, Seller hereby reserves the right to
institute or continue any proceeding or proceedings for the reduction of the
assessed valuation of the Property, and, in its sole discretion, to settle the
same. Seller shall have sole authority to control the progress of, and to make
all decisions with respect to, such proceedings but shall provide Buyer with
copies of all communications with the taxing authorities. All net tax refunds
and credits attributable to any period prior to the Closing Date which Seller
has paid or for which Seller has given a credit to Buyer shall

                                      -14-

<PAGE>

belong to and be the property of Seller, provided, however, that any such
refunds and credits that are the property of Tenants under Leases shall be
promptly remitted by Seller directly to such Tenants or to Buyer for the credit
of such Tenants. All net tax refunds and credits attributable to any period
subsequent to the Closing Date shall belong to and be the property of Buyer.
Buyer agrees to cooperate with Seller in connection with the prosecution of any
such proceedings and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of this subparagraph,
including the delivery to Seller, upon demand, of any relevant books and
records, including receipted tax bills and cancelled checks used in payment of
such taxes, the execution of any and all consent or other documents, and the
undertaking of any acts necessary for the collection of such refund by Seller.
Buyer agrees that, as a condition to the transfer of the Property by Buyer,
Buyer will cause any transferee to assume the obligations set forth herein.

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

                  (c)      CAM Expenses. To the extent that Tenants are
reimbursing the landlord for common area maintenance and other operating
expenses(collectively, "CAM CHARGES"), CAM Charges shall be prorated at Closing
and again subsequent to Closing, as of the date of Closing on a lease-by-lease
basis with each party being entitled to receive a portion of the CAM Charges
paid under each Lease for the CAM Lease Year in which Closing occurs, which
portion shall be equal to the actual CAM Charges incurred during the party's
respective periods of ownership of the Property during the CAM Lease Year. As
used herein, the term "CAM LEASE YEAR" means the twelve (12) -month period as to
which annual CAM Charges are owed under each Lease. Five (5) days prior to
Closing the Seller shall submit to Buyer an itemization of its actual CAM
Charges expenditures through such date and the amount of CAM Charges received by
the Seller as of such date, together with an estimate of CAM Charges to be
incurred to, but not including, the Closing Date. In the event that the Seller
has received CAM Charges payments in excess of its actual CAM Charges
expenditures, the Buyer shall be entitled to receive a credit against the
Purchase Price for the excess. In the event that the Seller has received CAM
Charges less than its actual CAM Charges expenditures, to the extent that the
Leases provide for a "true up" at the end of the CAM Lease Year, the Seller
shall be entitled to receive any deficit but only after the Buyer has received
any true up payment from the Tenant; provided, however, Buyer shall remain
responsible for CAM Charges owing to Seller (with respect to Seller's period of
ownership) if and to the extent Buyer collected CAM Charges in excess of its
actual CAM Charge expenditures (with respect to Buyer's period of ownership).
Upon receipt by either party of any CAM Charge true up payment from a Tenant,
the party receiving the same shall provide to the other party its allocable
share of the "true up" payment within five (5) days of the receipt thereof. To
assist the

                                      -15-

<PAGE>

Buyer in preparing "true up" reconciliation at the end of the CAM Lease Year,
the Seller shall deliver to the Buyer at Closing records of all of the Seller's
CAM Charge expenditures.

                  (d)      Operating Expenses. All operating expenses (including
all charges under the Service Contracts assumed by Buyer) shall be prorated, and
as to each service provider, operating expenses payable or paid to such service
provider in respect to the billing period of such service provider in which the
Closing Date occurs (the "CURRENT BILLING PERIOD"), shall be prorated on a per
diem basis based upon the number of days in the Current Billing Period prior to
the Closing Date and the number of days in the Current Billing Period from and
after the Closing Date, and assuming that all charges are incurred uniformly
during the Current Billing Period. If actual bills for the Current Billing
Period are unavailable as of the Closing Date, then such proration shall be made
on an estimated basis based upon the most recently issued bills, subject to
readjustment upon receipt of actual bills.

                  (e)      Security Deposits; Prepaid Rents. Prepaid rentals and
security deposits (including any portion thereof which may be designated as
prepaid rent) under Leases, if and to the extent that such deposits are in
Seller's actual possession or control and have not been otherwise applied by
Seller to any obligations of any Tenants under the Leases, shall be credited
against the Purchase Price, and upon the Closing, Buyer shall assume full
responsibility for all security deposits to be refunded to the Tenants under the
Leases (to the extent the same are required to be refunded by the terms of such
Tenant Leases or applicable). In the event that any security deposits are in the
form of letters of credit or other financial instruments (the "NON-CASH SECURITY
DEPOSITS"), Seller will, at Closing cause Buyer to be named as beneficiary under
the Non-Cash Security Deposits. Buyer will not receive a credit against the
Purchase Price for such Non-Cash Security Deposits. In the event that the Buyer
cannot be named the beneficiary under the Non-Cash Security Deposits as of the
Closing Date, an escrow shall be established at Closing in an amount equal to
all Non-Cash Security Deposits under which Buyer is not the beneficiary as of
the Closing Date.

                  (f)      Leasing Costs.

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

                           (ii)     Seller shall pay for all tenant improvement
allowances and leasing commissions with respect to any portion of the Property
leased as of the mutual execution of this Agreement by the Tenants pursuant to
the Leases in effect as of the mutual execution of this Agreement, to the extent
that such improvement allowances and leasing commissions are due and payable as
of the Closing Date.

                  (g)      Percentage Rent. Any percentage rents due or paid
under any of the Leases ("PERCENTAGE RENT") shall be prorated between Buyer and
Seller outside of Escrow as of the Closing Date on a Lease-by-Lease basis, as
follows; (a) Seller shall be entitled to receive the portion of the

                                      -16-

<PAGE>

Percentage Rent under each Lease for the Lease Year in which Closing occurs,
which portion shall be the ratio of the number of days of said Lease Year in
which Seller was Landlord under the Lease to the total number of days in the
Lease Year, and (b) Buyer shall receive the balance of Percentage Rent paid
under each Lease for the Lease Year. As used herein, the term "LEASE YEAR" means
the twelve (12) -month period as to which annual Percentage Rent is owed under
each Lease. Upon receipt by either Buyer or Seller of any gross sales
reports("GROSS SALES REPORTS")and any full or partial payment of Percentage Rent
from any tenant of the Property, the party receiving the same shall provide to
the other party a copy of the Gross Sales Report and a check for the other
party's pro-rata share of the Percentage Rent within five (5) days of the
receipt thereof. In the event that the Tenant only remits a partial payment,
then the amount to be remitted to the other party shall be its pro-rata share of
the partial payment. Nothing contained herein shall be deemed or construed to
require either Buyer to Seller to pay to the other party its pro-rata share of
the Percentage Rent prior to receiving the Percentage Rent from the Tenant, and
the acceptance or negotiation of any check for Percentage Rent by either party
shall not be deemed a waiver of that party's right to contest the accuracy or
amount of the Percentage Rent paid by the Tenant.

                  (h)      Calculation; Reproration. Seller shall prepare and
deliver to Buyer no later than five (5) days prior to the Closing Date an
estimated closing statement which shall set forth the prorations and credits
provided for in this section. Any item which cannot be finally prorated because
of the unavailability of information shall be tentatively prorated on the basis
of the best data then available and adjusted when the information is available
in accordance with this subparagraph. Buyer shall notify Seller within two (2)
days after its receipt of such estimated closing statement of any items which
Buyer disputes, and the parties shall attempt in good faith to reconcile any
differences not later than one (1) day before the Closing Date. The estimated
closing statement as adjusted as aforesaid and approved in writing by the
parties (which shall not be withheld if prepared in accordance with this
Agreement)shall be referred to herein as the "CLOSING STATEMENT". If the
prorations and credits made under the Closing Statement shall prove to be
incorrect or incomplete for any reason, then either party shall be entitled to
an adjustment to correct the same; provided, however, that any adjustment shall
be made, if at all, within one hundred eighty (180) days after the Closing Date
(except with respect to CAM Charges and Taxes, in which case such adjustment
shall be made within thirty (30) days after the information necessary to perform
such adjustment is available), and if a party fails to request an adjustment to
the Closing Statement by a written notice delivered to the other party within
the applicable period set forth above (such notice to specify in reasonable
detail the items within the Closing Statement that such party desires to adjust
and the reasons for such adjustment), then the prorations and credits set forth
in the Closing Statement shall be binding and conclusive against such party.

                  (i)      Items Not Prorated. Seller and Buyer agree that (a)
on the Closing Date, the Property will not be subject to any financing arranged
by Seller; (b) none of the insurance policies relating to the Property will be
assigned to Buyer and Buyer shall responsible for arranging for its own
insurance as of the Closing Date; and (c) utilities, including telephone,
electricity, water and gas, shall be read on the Closing Date and Buyer shall be
responsible for all the necessary actions needed to arrange for utilities to be
transferred to the name of Buyer on the Closing Date, including the posting of
any required deposits and Seller shall be entitled to recover and retain from
the providers of such utilities any refunds or overpayments to the extent
applicable to the period prior to the Closing Date, and any utility deposits
which it or its predecessors may have posted. Accordingly, there will be no

                                      -17-

<PAGE>

prorations for debt service, insurance or utilities. In the event a meter
reading is unavailable for any particular utility, such utility shall be
prorated in the manner provided in subparagraph (d) above.

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

                  (k)      Survival. This Paragraph shall survive the Closing
Date.

         13.2     Costs. Each party shall pay all attorneys' fees, accounting
fees, and other expenses incurred by it in connection with the transactions
contemplated hereby. Seller shall pay: (i) the CLTA portion of the premium for
the Title Policy, (ii) one-half (1/2) of all escrow fees, (iii)all recording
fees; and (iv) all documentary transfer taxes. Buyer shall pay: (a) one-half
(1/2) of all escrow fees, (b) the ALTA portion of the premium for the Title
Policy and the premiums and costs for any endorsements or extended coverages
obtained by Buyer in connection with the Title Policy or in connection with the
loan assumption; (c) the premiums for the lender's policy, if any; and (d)all
loan assumption fees and costs. All other closing costs shall be apportioned in
the manner customary in the county where the Property is located.

         13.3     Cancellation Fees. Notwithstanding the foregoing Paragraph
13.2, in the event of a default by Seller or Buyer hereunder, all cancellation
fees and other Escrow charges shall be borne by the defaulting party.

         13.4     Commissions and Tenant Improvements. Except for leasing
commissions and tenant improvements allowances which are currently due and
payable as of the date of this Agreement (which shall be paid by Seller), Buyer
shall pay all leasing commissions and tenant improvement allowances which (i)
relate to new leases executed after the Closing Date; (ii) relate to extensions,
expansions and modifications of existing leases executed after the Closing Date;
(iii) subject to the proration provisions set forth in Paragraph 13.1(f) above,
relate to new leases, or extensions, expansions or modifications of existing
Leases executed either (A) after the date of this Agreement but before the
Contingency Date; or (B) after the Contingency Date (but prior to Closing) if
the same have been approved (or deemed approved) by Buyer pursuant to Paragraph
10 above; (iv) relate to the exercise of expansion or renewal rights of Leases
where such exercise occurs after the mutual execution of this Agreement; and (v)
relate to refurbishment obligations of landlord under such Leases, where such
obligation arises after the mutual execution of this Agreement.

         14.      CONDITIONS PRECEDENT.

         14.1     The obligation of Buyer to consummate the conveyance of the
Property hereunder is subject to the satisfaction of each of the following
conditions precedent:

                  (a)      The representations and warranties of Seller
contained in Articles 7 and 8 shall be true on and as of the Close of Escrow as
if the same were made on and as of that date.

                  (b)      Seller shall have performed and complied with all
agreements, covenants and conditions required by this Agreement to be performed
or complied with by Seller prior to or on the Close of Escrow.

                                      -18-

<PAGE>

                  (c)      The Title Company shall be unconditionally committed
to issue the Title Policy to Buyer subject only to the Permitted Exceptions.

                  (d)      There shall not have been filed by or against Seller
at any time prior to or on the Close of Escrow any bankruptcy, reorganization or
arrangement petition.

                  (e)      Buyer's timely approval or deemed approval of all
matters and items referred to in Article 9.

                  (f)      Satisfaction of the conditions relating to the
assumption of the Existing Loan Documents as set forth in Paragraph 4.3.

                  (g)      Seller shall have terminated all management
agreements effecting the Property.

         14.2     The obligation of Seller to consummate the conveyance of the
Property hereunder is subject to the satisfaction of each of the following
conditions precedent:

                  (a)      The representations and warranties of Buyer contained
in Articles 6 and 8 shall be true on and as of the Close of Escrow as if the
same were made on and as of that date.

                  (b)      Buyer shall have performed and complied with all
agreements, covenants and conditions required by this Agreement to be performed
or complied with by Buyer prior to or on the Close of Escrow.

                  (c)      There shall not have been filed by or against Buyer
at any time prior to the Close of Escrow any bankruptcy, reorganization or
arrangement petition.

                  (d)      Satisfaction of the conditions relating to the
assumption of the Existing Loan Documents as set forth in Paragraph 4.3.

         15.      COOPERATION REGARDING TAX-DEFERRED EXCHANGE.

         15.1     Although this Agreement is not conditioned upon the
consummation of a concurrent or delayed exchange in accordance with Section 1031
of the Internal Revenue Code of 1986, Buyer acknowledges that Seller may desire
to utilize all or a portion of the Purchase Price paid by Buyer for the Property
in this Escrow in connection with such an exchange. Seller shall have the right,
without the need of any further approval or consent of Buyer at all times during
the term of the Escrow and prior to the Close of Escrow, to convey all or a
portion of the Property and assign and delegate Seller's corresponding rights
and obligations under this Agreement to an intermediary party designated by
Seller for the purpose of effecting such an exchange. Seller hereby indemnifies
Buyer and holds Buyer harmless from and against all loss, cost, damage,
liability and expense (including without limitation reasonable attorneys' fees
and costs) arising out of or incurred in connection with Buyer's cooperation
with Seller pursuant to this Paragraph 15.1. Seller acknowledges and agrees that
Buyer shall cooperate with Seller as provided above as an accommodation to
Seller only, and Buyer makes no representations or warranties of any kind
regarding whether the consummation of this Agreement or

                                      -19-

<PAGE>

any other escrow of Seller shall result in any tax benefit to Seller or shall
qualify as a tax-deferred exchange under Section 1031 of the Internal Revenue
Code of 1986. Seller's failure to close any other escrow in connection with such
an exchange shall have no effect upon, delay or interfere with the Closing of
this Close of Escrow pursuant to this Agreement.

         15.2     Although this Agreement is not conditioned upon the
consummation of a concurrent or delayed exchange in accordance with Section 1031
of the Internal Revenue Code of 1986, Seller acknowledges that Buyer may acquire
the Property in connection with such an exchange. Buyer shall have the right,
without the need of any further approval or consent of Seller at all times
during the term of the Escrow, to assign and delegate Buyer's rights and
obligations under this Agreement to an intermediary party designated by Buyer
for the purpose of effecting such an exchange. Buyer hereby indemnifies Seller
and holds Seller harmless from and against all claims, loss, cost, damage,
liability and expense (including without limitation reasonable attorneys' fees
and costs)arising out of or incurred in connection with Seller's cooperation
with Buyer pursuant to this Paragraph 15.2. Buyer acknowledges and agrees that
Seller shall cooperate with Buyer as provided above as an accommodation to Buyer
only, and Seller makes no representations or warranties of any kind regarding
whether the consummation of this Agreement or any other escrow of Buyer shall
result in any tax benefit to Buyer or shall qualify as a tax-deferred exchange
under Section 1031 of the Internal Revenue Code of 1986. Buyer's failure to
close any other escrow in connection with such an exchange shall have no effect
upon, delay or interfere with the Close of Escrow pursuant to this Agreement.
Seller shall not have any obligation to incur any expense or liability,
including, without limitation, taking title to any other property in connection
with any such exchange by Buyer.

         16.      CASUALTY; CONDEMNATION.

         16.1     Partial Damage. In the event of the occurrence of any casualty
to the Property prior to the Close of Escrow which shall cost Two Hundred
Thousand Dollars ($200,000.00) or less to repair (as determined by an
independent contractor selected by Seller and reasonably approved by Buyer), the
obligations of the parties hereunder shall be unaffected and the parties shall
proceed to closing without reduction of the Purchase Price. In such case, Seller
shall assign to Buyer any available insurance proceeds, together with a credit
for any insurance deductible (or if uninsured, a credit for the reasonable
repair cost of such casualty).

         16.2     Material Damage or Condemnation. In the event of the
occurrence of any of the following prior to the Close of Escrow: (i) the
commencement of any eminent domain or condemnation proceedings with respect to
any portion of the Property, or(ii) any casualty which shall cost in excess of
Two Hundred Thousand Dollars ($200,000.00) to repair, either party may terminate
this Agreement and the rights and obligations of the parties on written notice
to the other party given prior to the Close of Escrow in which case Seller and
Buyer shall each be responsible for one-half (1/2) of any escrow costs and
cancellation fees. If neither party terminates in a timely manner pursuant to
this Paragraph 16.2, then the parties shall proceed to the Close of Escrow
without any reduction of the Purchase Price or other change in terms and Seller
shall assign to Buyer at closing all insurance or condemnation proceeds together
with a credit for any insurance deductible (exclusive of any earthquake
deductible).

         17.      LIQUIDATED DAMAGES. IF BUYER SHOULD DEFAULT OR BREACH ITS
OBLIGATIONS UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND
RETAIN, AS

                                      -20-

<PAGE>


LIQUIDATED DAMAGES, THE DEPOSIT PLUS ANY INTEREST EARNED THEREON. THE PARTIES
ACKNOWLEDGE THAT SAID SUM IS FAIR AND REASONABLE IN LIGHT OF ALL OF THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES'
ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A
DEFAULT OR BREACH BY BUYER, THE PARTIES HERETO HEREBY AGREEING THAT THE DAMAGES
TO SELLER IN THE EVENT OF BUYER'S DEFAULT OR BREACH WOULD BE IMPOSSIBLE TO
ACCURATELY DETERMINE AND THAT PROOF OF THE AMOUNT OF SUCH DAMAGES WOULD BE
COSTLY AND INCONVENIENT. SUCH LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND
EXCLUSIVE REMEDY FOR BUYER'S DEFAULT OR BREACH AND BUYER SHALL HAVE NO OTHER OR
FURTHER OBLIGATION OR LIABILITY UNDER THIS AGREEMENT TO SELLER ON ACCOUNT OF
SUCH DEFAULT OR BREACH (EXCEPT FOR BUYER'S CONTINUING OBLIGATIONS UNDER
PARAGRAPHS 8.2, 9.1 AND 21). SELLER AND BUYER HEREBY AGREE, AND SO INSTRUCT
ESCROW HOLDER. BY INITIALING THIS PROVISION IN THE SPACE BELOW, SELLER AND BUYER
EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS ARTICLE
17.

BUYER'S INITIALS:  [ILLEGIBLE]                SELLER'S INITIALS: [ILLEGIBLE]
                   -----------                                   -----------
         18.      NOTICES. Any notice, demand or document which any party is
required or may desire to give, deliver or make to any other party shall be in
writing, and may be personally delivered or given or made by United States
registered or certified mail, return receipt requested, by overnight delivery
service (e.g., Federal Express), or by telecopied transmission addressed as
follows:

         To Seller:           RPD PROPERTIES II, LLC
                              11812 San Vicente Boulevard, Suite 210
                              Los Angeles, California 90049

                              Attn: Mr. A. Stuart Rubin
                              Fax: (310) 207-6490

         With copy to:        ROSENFELD, WOLFF, ARONSON & KLEIN
                              1901 Avenue of the Stars, Suite 500
                              Los Angeles, California 90067

                              Attn: David C. Klein, Esq.
                              Fax: (310) 556-0401

         TO Buyer:                     TRIPLE NET PROPERTIES
                              1551 North Tustin Avenue, Suite 650
                              Santa Ana, California 92705

                              Attn: Anthony W. Thompson
                              Fax: (714) 667-6860

         With a copy to:      HIRSCHLER FLEISCHER
                              701 East Byrd Street, 15th Floor
                              Richmond, Virginia 23219

                                      -21-

<PAGE>

                          Attn: Louis J. Rodgers, Esq.
                          Fax: (804) 644-0957

Any party may designate a different address for itself by notice similarly
given. Any notice, demand or document so given, delivered or made by United
States mail shall be deemed to have been given three (3) business days after the
same is deposited in the United States mail as registered or certified matter,
addressed as above provided, with postage thereon fully prepaid. Any notice,
demand or document delivered by overnight delivery service shall be deemed
complete upon actual delivery or attempted delivery, provided such attempted
delivery is made on a business day. Any such notice, demand or document given by
facsimile transmission shall be deemed made upon delivery of the same (as
verified by facsimile confirmation); provided, however, if the same is delivered
by facsimile on Saturday, Sunday or a federal holiday, or after 6:00 p.m. local
time, the same shall be deemed delivered on the next business day.

         19.      FURTHER ASSURANCES. Seller and Buyer agree that at any time or
from time to time after the execution of this Agreement and whether before or
after the closing they shall, upon request of each other, execute and deliver
such further documents and do such further acts and things as such party may
reasonably request in order to fully effect the purpose of this Agreement.

         20.      INDEMNIFICATION. Buyer hereby saves, indemnifies, defends and
holds harmless Seller and its successors and assigns from and against any and
all loss, cost, damage, liability and expenses (including without limitation
attorneys' fees and costs) resulting from or arising out of any failure or
breach of any of Buyer's warranties, representations, covenants, agreements or
obligations set forth in this Agreement or arising with respect to the Property
from and after the Close of Escrow. Seller shall notify Buyer of any such claim
within ten (10) days after Seller has notice of such claim, but failure to
notify Buyer shall in no case prejudice the rights of Seller under this
Agreement unless Buyer shall be prejudiced by such failure and then only to the
extent of such prejudice. Buyer shall have the right to defend such claim with
counsel of its own choice, subject to the reasonable written approval of such
counsel by Seller. Should Buyer fail to discharge or undertake to defend Seller
against such claim upon learning of the same, then Seller may settle such claim
and Buyer's liability to Seller shall be conclusively established by such
settlement, the amount of such liability to include both the settlement
consideration and the reasonable costs and expenses, including attorneys' fees,
incurred by Seller in effecting such settlement.

         21.      ATTORNEYS' FEES. In the event of any action for breach of, to
enforce the provisions of, or otherwise involving this Agreement, the court in
such action shall award a reasonable sum as attorneys' fees to the party who, in
the light of the issues litigated and the court's decision on those issues, was
more successful in the action. The more successful party need not be the party
who recovers a judgment in the action. If a party voluntarily dismisses an
action, a reasonable sum as attorneys' fees shall be awarded to the other party.

         22.      MISCELLANEOUS PROVISIONS.

         22.1     Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements, oral or written, express or implied, and all
understandings, negotiations or discussions of the parties, whether

                                      -22-

<PAGE>

oral or written, and there are no warranties, representations or agreements
between the parties in connection with the subject matter hereof except as are
set forth herein.

         22.2     Partial Invalidity. If any term or provision of this Agreement
or the application thereof to any person or circumstance shall, 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, shall not be affected thereby, and
each such term and provision of this Agreement shall be valid and be enforced to
the fullest extent permitted by law.

         22.3     No Waiver of Breach. No waiver by any party of any breach
hereunder shall be deemed a waiver of any other or subsequent breach.

         22.4     Amendments. This Agreement may not be altered, amended,
changed, waived, terminated or modified in any respect or particular unless the
same shall be in writing and signed by or on behalf of the party to be charged
therewith.

         22.5     Waiver of Conditions. Either party may, at any time or times,
at its election, waive any of the conditions to its obligations hereunder, but
any such waiver shall be effective only if contained in a writing signed by such
party. No waiver shall reduce the rights and remedies of such party by reason of
any breach of the other party.

         22.6     Assignments; Successors and Assigns. Buyer shall not assign
this Agreement without the prior written consent of Seller, which consent shall
not be unreasonably withheld; provided, however, Buyer shall have the right,
without Seller's consent (but with written notice to Seller at least five (5)
business days prior to the Closing Date), to assign this Agreement to an entity
managed or controlled by Buyer or to "Registered Company" as permitted pursuant
to Paragraph 22.20 below; provided that such assignee is acceptable to the
Lender and does not adversely affect or delay the loan assumption set forth in
Section 4.3. In the event of an assignment of this Agreement by Buyer in
accordance with the terms of this Section, the assignor shall not be released
from liability hereunder. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and to their
respective successors and assigns.

         22.7     Survival. Except as specifically provided to the contrary in
this Agreement, each and every agreement, obligation, warranty, representation,
covenant and indemnification of Seller and Buyer contained herein shall survive
the closing hereunder and the transfer and conveyance of the Property and any
and all performances hereunder.

         22.8     Time. Time is of the essence of this Agreement

         22.9     Remedies. Except as otherwise specifically provided herein, no
remedy conferred upon a party in this Agreement is intended to be exclusive of
any other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute.

         22.10    Meaning of Certain Words. Wherever appropriate in this
Agreement, the singular shall be deemed to refer to the plural and the plural to
the singular, and pronouns of certain genders shall be deemed to include either
or both of the other genders.

                                      -23-

<PAGE>

         22.11    California Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of California.

         22.12    Headings and Labels. All article and paragraph titles or
captions are for convenience only and shall not be deemed a part of this
Agreement.

         22.13    Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but which when taken together shall
constitute one and the same instrument.

         22.14    Exhibits. All of the Exhibits attached to this Agreement are
incorporated herein as if set forth in full.

<TABLE>
<S>             <C>
Exhibit A       Legal Description
Exhibit B       Schedule of Leases
Exhibit C       Ground Lease Estoppel Certificate
Exhibit D       Assignment of Ground Lease
Exhibit E       Quitclaim Deed
Exhibit F       Bill of Sale
Exhibit G       Assignment and Assumption of Leases
Exhibit H       Assignment of Service Contracts, Intangibles, Warranties and Guarantees
Exhibit I       Tenant Notices
</TABLE>

         22.15    Construction. This Agreement shall not be construed as if it
had been prepared by one of the parties, but rather as if both parties had
prepared the same.

         22.16    Performance. If the date on which Buyer or Seller is required
to take any action under the terms of this Agreement occurs on a Saturday,
Sunday, or Federal or State Holiday, then the action shall be taken on the next
succeeding business day.

         22.17    No Third Party Beneficiaries. The parties do not intend to
confer any benefit hereunder on any person, firm or corporation other than the
parties hereto.

         22.18    Limitation of Liability of Buyer and Seller. Notwithstanding
any other provision of this Agreement to the contrary, in no event shall Seller
have any liability for speculative, special, consequential, punitive, or any
damages (including any damages from Buyer's failure to complete a 1031 exchange
or damages to Buyer's Broker) other than actual damages under any provision of
this Agreement.

         22.19    Confidentiality. This Agreement is being executed with the
understanding that Buyer and its affiliates and agents, if any, shall treat all
information herein (as well as all Materials, reports, tests, studies, plans and
other due diligence information obtained from Seller or by Buyer) as
confidential, and Buyer shall not disclose any such information or the terms or
conditions of the transaction contemplated by this Agreement without the express
written consent of Seller; provided, however, it is understood and agreed that
Buyer may disclose and discuss any matters pertaining to this Agreement or the
Property (a) to the extent required by law; and (b) to or with such party's
officers,

                                      -24-

<PAGE>

employees, agents, attorneys and consultants who also agree to maintain such
confidentiality. Buyer shall indemnify Seller and hold Seller harmless from and
against any loss incurred by Seller as a result of a breach of the foregoing.

         22.20    Cooperation with S-X 3-14 Audit. Seller acknowledges that
Buyer intends to assign all of its rights, title and interest in and to this
Agreement. The assignee may be a publicly registered company ("REGISTERED
COMPANY") promoted by Buyer. Seller acknowledges that it has been advised that
if the Buyer is a Registered Company, the assignee is required to make certain
filings with the Securities and Exchange Commission (the "SEC FILINGS")that
relate to the most recent pre-acquisition fiscal year (the "AUDITED YEAR") for
the Property. To assist the assignee in preparing the SEC Filings, Seller agrees
to provide the assignee with the following: (a) access to bank statements for
the Audited Year; (b) rent roll as of the end of the Audited Year; (c) operating
statements for the Audited Year; (d) access to the general ledger for the
Audited Year; (e)cash receipts schedule for each month in the Audited Year; (f)
access to invoice for expenses and capital improvements in the Audited Year; (g)
copies of all insurance documentation for the Audited Year; (h) copies of
accounts receivable aging as of the end of the Audited Year and an explanation
for all accounts over thirty (30) days past due as of the end of the Audited
Year, and (i) signed representation letter at the end of the field work.

         The provisions of this Paragraph 22.20 shall survive Closing.

                                      -25-

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement of
Purchase and Sale of Property and Escrow Instructions on the dates and at the
places set forth opposite their signatures below.

"SELLER"

RPD PROPERTIES II, LLC,
a California limited liability company

By:      RPD Properties, Inc.,
         a California corporation


         By: [ILLEGIBLE]
             ------------             Executed this 16th day of July, 2003,

         Its: ______________________  _____ at__________________________

"BUYER"

TRIPLE NET PROPERTIES, LLC,
a Virginia limited liability company

By: Anthony W. Thompson      Executed this 16 day of July, 2003,

Its: President               at [ILLEGIBLE]

"ESCROW"

ACKNOWLEDGED AND ACCEPTED THIS
18TH DAY OF JULY, 2003

COMMONWEALTH LAND TITLE
INSURANCE COMPANY

By:         [ILLEGIBLE]
    ----------------------------
            ARWEN ESTELLE
    Certified Senior Escrow Officer

                                      -26-

<PAGE>

Its: _______________________________

                                      -27-

</TEXT>
</DOCUMENT>
