MAXUS REALTY TRUST INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>prch_agt.txt
<TEXT>
                                   REAL ESTATE


                               PURCHASE AGREEMENT




                          SELLER:  ACI Financing, L.L.C.


                          BUYER:   SGD Investments, Inc.




                                October 15, 2002


<PAGE>

                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I   PROPERTY AND PURCHASE PRICE.......................................1
  1.1  Property...............................................................1
       A. Land................................................................1
       B. Improvements........................................................1
       C. Personal Property...................................................1
       D. Tenant Leases.......................................................2
       E. Plans and Studies...................................................2
       F. Marketing Information...............................................2
  1.2  A. Purchase Price......................................................2
       B.       Earnest Money.................................................2
       C.       Wire of Purchase Price........................................2
       D.       Closing.......................................................3
  1.3  A. Excluded Liabilities................................................3
  1.3  A. Excluded Liabilities................................................3
  1.4  Tax Deferred Exchange..................................................4

ARTICLE II  TITLE, SURVEY AND INSPECTIONS.....................................4
  2.1  A. Title...............................................................4
       B. Survey..............................................................4
       C. Title and Survey Objections; Cure...................................4
  2.2  Buyer Inspection.......................................................5
       A. Inspection Rights and Duties........................................5
       B. Due Diligence Period................................................6
       C. Seller Furnished Information........................................6

ARTICLE III SELLER'S REPRESENTATIONS..........................................9
  3.1  Seller's Representations...............................................9
       A. Violations..........................................................9
       B. Special Assessments.................................................9
       C. Ad Valorem Tax......................................................9
       D. Litigation..........................................................9
       E. Adverse Parties.....................................................9
       F. Foreign Person......................................................9
       G. Title...............................................................9
       H. Right and Power.....................................................9
       I. Liens..............................................................10
       J. Hazardous Waste....................................................10
       K. Service Contracts..................................................10
       L. Personal Property..................................................11
       M. Access.............................................................11
       N. Copies.............................................................11
       O. Circumstances......................................................11
       P. Tenant Leases......................................................11
       Q. Seller's Performance...............................................11
       R. Closing Representations............................................11
  3.2  Buyer's Representations...............................................12
<PAGE>

                                                                           Page
ARTICLE IV  PRECLOSING AND CLOSING...........................................12
  4.1  Operation of Subject Property.........................................12
  4.2  Risk of Loss..........................................................12
  4.3  Condemnation..........................................................13
  4.4  Seller's Closing Obligations..........................................13
  4.5  Buyer's Closing Obligations...........................................14
  4.6  Conditions to Closing.................................................14
       A. Buyer's Conditions.................................................14
       B. Seller's Conditions................................................15
       C. Effect of Closing..................................................15
  4.7  Additional Instruments................................................16
  4.8  General Warranty of Title.............................................16
  4.9  Title Insurance.......................................................16
  4.10 Taxes.................................................................16
  4.11 Income and Expense Proration..........................................16
  4.12 Closing Costs.........................................................17
       A. Seller.............................................................17
       B. Buyer..............................................................17
  4.13 Possession............................................................17
  4.14 Assumption of Operating Agreements....................................17
  4.15 Remedies..............................................................17
       A. Seller's Default...................................................17
       B. Buyer's Default....................................................18
  4.16 Wood-Destroying Insects...............................................18
  4.17 Reimbursement of Expenses.............................................18

ARTICLE V  MISCELLANEOUS PROVISIONS..........................................18
  5.1  Mutual Indemnification................................................18
  5.2  Environmental Indemnity...............................................19
  5.3  Confidentiality.......................................................19
  5.4  Assignment............................................................20
  5.5  Governing Law.........................................................20
  5.6  Parties...............................................................20
  5.7  Entire Agreement......................................................20
  5.8  Attorneys' Fees.......................................................20
  5.9  Time..................................................................20
  5.10 Brokers...............................................................20
  5.11 No Merger.............................................................21
  5.12 Notices...............................................................21
  5.13 Holidays..............................................................21
  5.14 Section Headings......................................................21
  5.15 Counterparts..........................................................21
  5.16 Interpretation........................................................21
  5.17 Best Knowledge of Seller..............................................21
  5.18 Facsimile Signatures and Initials.....................................22
  5.19 Interest Earned on Earnest Money......................................22
  5.20 Amendment.............................................................22
  5.21 Pending Litigation....................................................22
<PAGE>




SCHEDULES:

    Schedule 1.1A     Legal Description

    Schedule 2.2B     Estoppel Certificate

    Schedule 3.1K     Leases, Licenses and Service Contracts

    Schedule 3.1P     Tenant Leases

    Schedule 4.4A     Special Warranty Deed

    Schedule 4.4D     Bill of Sale

    Schedule 4.4E     Assignment of Service Contracts, Warranties, Governmental
                      Approvals and Trade Names

    Schedule 4.4F     Assignment and Assumption of Tenant Leases

    Schedule 4.4G     Non-Foreign Affidavit for Entity Transfer
<PAGE>

                               PURCHASE AGREEMENT


     THIS PURCHASE  AGREEMENT  ("Agreement")  is made and entered into this 15th
day  of  October,  2002,  by and  between  SGD  INVESTMENTS,  INC.,  a  Nebraska
corporation  (the  "Buyer"),  and ACI  FINANCING,  L.L.C.,  a  Nebraska  limited
liability company (the "Seller").

     WHEREAS,  Seller is the  owner of  certain  real  estate  and  improvements
generally  known as the ACI Office  Building  located at 330 South 108th Avenue,
Omaha, Nebraska, as more particularly described below;

     WHEREAS,  Seller  intends to sell to Buyer,  and Buyer  intends to purchase
from Seller,  such property  together with all  improvements,  tangible personal
property,   leases,  plans  and  specifications,   marketing  information,   and
warranties,  all on and  subject  to the terms and  conditions  hereinafter  set
forth;

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer hereby agree as follows:

                                    ARTICLE I
                           PROPERTY AND PURCHASE PRICE

     1.1  Property.  Seller shall sell to Buyer,  and Buyer shall  purchase from
Seller,  upon and  subject  to the  terms and  provisions  hereof,  the  Subject
Property,  as hereafter  defined,  and all and singular the rights,  privileges,
advantages,  and  appurtenances  belonging  or in any  way  appertaining  to the
Subject  Property,   including  all  right,   title,  and  interest  of  Seller,
reversionary  or otherwise to all  easements  upon the Subject  Property and all
buildings,  leasehold rights,  roads,  alleys,  waters,  wastewater  capacity or
reservations,  mineral,  oil and gas rights (if any),  streets, or rights-of-way
bounding the Subject Property (to the centerline thereof), and rights of ingress
and egress thereto, and all other interests in strips and gores owned by Seller,
if any, on or immediately  abutting the Subject Property. A nonexclusive listing
of such Subject Property includes the following:

          A. Land. That certain tract or parcel of land being more  particularly
described  on  Schedule  1.1A  attached  hereto  and made a part  hereof for all
purposes,  together  with  all  water,  wastewater  capacity,  or  reservations,
mineral, oil and gas rights thereon and thereunder,  and all rights of Seller in
and to any  easements,  rights of way,  covenants and abutting  roads or streets
related thereto (the "Land");

          B. Improvements.  Those certain  improvements  located on the tract of
land  identified on Schedule 1.1A consisting of an  approximately  70,000 square
foot,  single story office  building,  which  improvements  shall be referred to
herein as the "Improvements";

          C.  Personal  Property.  Seller's  interest  in any and  all  personal
property currently located at the Improvements, including but not limited to all
signage,  office  equipment,   tools,  maintenance  equipment,  books,  records,
manufacturers'  warranties  (including,  without  limitation,  roof  warranties)
furniture,  furnishings,  fittings, appliances,  fixtures, plumbing, maintenance
supplies in reasonable quantities,  heating and air conditioning systems affixed
to or  situated  upon or used in the  operation  of the Land  and  Improvements,
intangible personal
<PAGE>


property  relating to the Land and  Improvements(including  without  limitation,
goodwill,  telephone numbers and business name) other than the personal property
of any  tenant or of any of  Seller's  independent  contractors  (the  "Personal
Property");

          D. Tenant  Leases.  Seller's  interest in all leases with tenants (the
"Tenants") now or hereafter  occupying  space in the  Improvements  or otherwise
having  rights  with  respect  to the use of the Land or the  Improvements  (the
"Tenant  Leases"),  and in all  security,  advance  rental,  or  other  deposits
actually received by Seller under the Tenant Leases;

          E. Plans and Studies.  To the extent in existence,  a copy of all site
plans, surveys, soil and substrata studies,  architectural renderings, plans and
specifications,  engineering  plans and studies,  environmental  studies,  floor
plans,  landscape  plans,  and other plans,  diagrams or studies of any kind, if
any, now in Seller's  possession  which relate to the Land, the  Improvements or
the Personal Property; and

          F. Marketing Information.  All leasing brochures,  market studies, and
other  materials  in  Seller's  possession  relating  to  the  operation  of the
Improvements,  provided  that  material  which in  Seller's  reasonable  opinion
constitutes a part of the Seller's  continuing  business operations or financial
records may be retained by Seller if Seller gives Buyer legible copies of same.

          The Land,  Improvements,  Tenant Leases, Personal Property,  Marketing
Information and other property described above shall be referred to collectively
as the "Subject Property."

          1.2 A. Purchase  Price.  The total  purchase price shall be the sum of
Seven   Million  Nine   Hundred   Seventy-five   Thousand  and  No/100   Dollars
($7,975,000.00) (the "Purchase Price").

          B. Earnest Money.  Buyer shall deposit in a separate  interest bearing
account with Assured Quality Title Co., 1001 Walnut, Kansas City, Missouri 64105
(the "Title  Company"),  as Earnest Money,  the sum of One Hundred  Thousand and
No/100 Dollars ($100,000.00) (the "Earnest Money") concurrent with the execution
hereof.

          The  Earnest  Money  shall be  placed in an  insured  interest-bearing
account by Title Company with all interest  accruing  thereon for the benefit of
Buyer. Upon consummation of this transaction,  the Earnest Money,  together with
all interest  accruing  thereon,  shall either be credited  against the purchase
price or returned to Buyer, at Buyer's election.  In the event this Agreement is
terminated  by the party  granted  such  right of  termination  (for any  reason
expressly  provided  hereunder) the Earnest Money shall be delivered to Buyer or
Seller, as provided herein, and any accrued interest on such Earnest Money shall
be delivered to the Buyer. Without limiting the generality of the foregoing, the
Earnest Money shall be returned to Buyer in the event the  transaction  fails to
close due to  non-satisfaction  of any  conditions to Buyer's  obligation  under
Section 4.6A.

          C. Wire of Purchase Price.  Buyer shall (unless the Agreement has been
previously  terminated)  wire  transfer  the balance of the cash  portion of the
Purchase Price to the Title Company for the benefit of Seller as of the Closing.
Such cash  portion of the  Purchase  Price shall be reduced in the amount of the
Secured Indebtedness assumed by Buyer.
<PAGE>

          D.  Closing.  The date that this  Agreement  is fully  executed by all
parties and deposited  with the Title Company shall  constitute  the  "Effective
Date" of this  Agreement.  Closing  shall take place at 10:00 a.m.  on the tenth
(10th) day following the later of (i) Buyer's  approval of the Subject  Property
and expiration of the "Due Diligence Period" as defined below, (ii) satisfaction
of all  conditions  precedent,  or (iii) written  approval by Lender (as defined
below) for the  assumption  of the Secured  Indebtedness,  in the offices of the
Title Company or at such other  location  mutually  agreeable to  aforementioned
Seller and Buyer.  In any event,  if Closing shall not have occurred by December
5, 2002, then Seller or Buyer may immediately terminate this Agreement, provided
such party is not in default hereunder.  Upon termination of this Agreement, the
Earnest  Money shall be returned to the party  entitled  thereto as set forth in
this  Agreement,  and the parties  shall have no further  duties or  obligations
hereunder,  except those duties and obligations that survive such termination as
expressly  agreed  herein.  Without  limiting  the  foregoing,  in the  event of
termination  of this  Agreement  by Seller for  failure to close by  December 5,
2002,  without  default by Buyer,  the Earnest  Money,  together  with  interest
thereon, shall be returned to Buyer.

          1.3 A. Assumption of Secured  Indebtedness.  Subject to the conditions
specified in this Agreement,  and as part of the Purchase Price consideration of
the sale and transfer of the Subject Property,  Buyer will assume at the Closing
and pay,  discharge and perform when due the following  indebtedness  secured by
the Subject Property:

               (i) The secured  loan in the  original  principal  amount of Four
     Million Three Hundred Thousand Dollars  ($4,300,000.00) at an interest rate
     of 8.63% per annum made by Principal  Commercial Funding, LLC ("Lender") on
     or about July 24,  2000,  and  maturing  August 1,  2010,  having a current
     estimated  principal  balance due  thereunder of  $4,200,000  (the "Secured
     Indebtedness").

          B.  Excluded  Liabilities.  Except for the Secured  Indebtedness,  and
contracts to be assumed  pursuant to Section 4.14,  Buyer will not assume,  pay,
discharge or otherwise be liable for any liabilities,  claims,  debts,  damages,
expenses and  obligations,  or portions thereof relating to the Subject Property
as exist  on the  Closing  Date or  arise  out of or  relate  to the  ownership,
operation  or use of the Subject  Property  prior to Closing,  whether  known or
unknown,  contingent,   absolute,  liquidated  or  unliquidated,   disputed  and
undisputed  or  otherwise,  including  without  limitation  any of the following
liabilities or obligations (herein referred to as "Excluded Liabilities"):

               (i)  Any  of  Seller's  liabilities  or  obligations  under  this
     Agreement contemplated hereby.

               (ii) Any of Seller's  liabilities or obligations  for expenses or
     fees incident to or arising out of the negotiation,  preparation,  approval
     or  authorization of this Agreement or the consummation (or preparation for
     the  consummation)  of  the  transactions  contemplated  hereby,  including
     without limitation attorneys' and accountants' fees.

               (iii)  Except with  respect to prorated  real estate taxes as set
     forth in Section 4.10, any federal, state, local or foreign taxes, charges,
     fees, levies,  special assessments,  penalties or other assessments imposed
     by any United  States,  local or  foreign  taxing  authority  or any agency
     thereof, including any interest, penalties or
<PAGE>


     additions thereto that are attributable to any period prior to or including
     the Closing Date related to the Subject  Property,  operations or assets of
     Seller.

               (iv) Any environmental  liabilities (including without limitation
     personal  injury,  property  damages and  liabilities  relating to cleanup,
     remediations or activities required by governmental  regulators) related to
     the ownership or operation of the Subject Property on or before the Closing
     Date.

     1.4 Tax Deferred Exchange.  The parties  acknowledge that Seller may desire
to effectuate a like-kind exchange pursuant to the provisions of Section 1031 of
the Internal  Revenue  Code of 1986,  as amended (the "Code") with regard to the
Subject  Property,  which may  require the use of a  qualified  intermediary  or
escrow  account.  The  parties  agree  to  cooperate  reasonably  in  connection
therewith, provided qualification for Section 1031 treatment shall be solely the
responsibility  of  Seller,   and  Buyer  shall  not  be  responsible  for  such
qualification,  and provided further,  that such like-kind  exchange shall in no
event (i) have an adverse impact upon Buyer or the Subject Property, (ii) result
in any  additional  expense  to Buyer,  or (iii)  cause a delay in the  Closing.
Seller  agrees to indemnify,  defend and hold Buyer  harmless from any expenses,
liabilities  or claims  arising  from or  related  to such  like-kind  exchange,
including the actions or inactions of any  intermediary or escrow agent utilized
in connection therewith.

                                   ARTICLE II
                          TITLE, SURVEY AND INSPECTIONS

     2.1 A.  Title.  Within  ten  (10)  days  from  the  Effective  Date of this
Agreement, Seller shall furnish Buyer with a Commitment, through Assured Quality
Title Co., for an Owner's Title Insurance  Policy for the Subject  Property (the
"Commitment"),  with the  Commitment  to be in the full  amount of the  Purchase
Price,  together with legible  copies of all  instruments  mentioned  therein as
exceptions to good and indefeasible title. The Commitment shall provide for full
extended coverage over all exceptions  (including deleting the area and boundary
survey  exception,  with Buyer solely  responsible  for the cost of deleting the
survey  exceptions).  The Commitment shall further provide a zoning endorsement,
or if such zoning  endorsement  shall not be  available,  Seller  shall  furnish
zoning letters  regarding the Subject Property during the Due Diligence  Period,
which  zoning  letters  shall be in form and content  reasonably  acceptable  to
Buyer.  Buyer shall be entitled  to obtain such other  endorsements  (at Buyer's
cost) as Buyer deems reasonably  necessary.  Buyer shall prior to the expiration
of the Due Diligence  Period  (provided the  Commitment is furnished to Buyer in
accordance  with the above time frame),  notify Seller in writing of any matters
or  exceptions  to the title  which are  unacceptable  to Buyer (the  "Objection
Notice").

          B. Survey. Within ten (10) days from the Effective Date hereof, Seller
agrees to obtain  and  furnish  to Buyer any  existing  surveys  of the  Subject
Property  ("Survey").  Buyer shall, prior to the expiration of the Due Diligence
Period  (provided  the Survey is  furnished  in  accordance  with the above time
frame)  notify  Seller in writing  of any  matters or  exceptions  (the  "Survey
Exceptions") to the Survey which are unacceptable to Buyer.

          C. Title and Survey Objections;  Cure. If Buyer fails to notify Seller
in writing of any matters or  exceptions,  whether  from the  Commitment  or the
Survey,  which are  unacceptable  to Buyer  prior to the  expiration  of the Due
Diligence  Period  (provided  the  Commitment  and Survey are  provided to Buyer
during the periods set forth above), such
<PAGE>

exceptions  shall be deemed  accepted  by Buyer and shall  constitute  permitted
exceptions  (hereinafter   collectively  with  the  Secured  Indebtedness,   the
"Permitted  Exceptions"),  and  Buyer's  right to  request  Seller  to cure such
exceptions  shall be deemed  waived by Buyer.  If,  however,  any  exceptions or
matters  are  unacceptable  to Buyer  (in  Buyer's  sole  discretion)  and Buyer
notifies  Seller in  writing  of such fact  prior to the  expiration  of the Due
Diligence Period,  Seller shall exercise reasonable efforts to cure such matters
at least two (2) days prior to the scheduled Closing, or if necessary extend the
scheduled Closing for up to five (5) days to complete such cure. Notwithstanding
anything to the contrary contained in the Agreement, in no event shall any title
or survey  exception,  objection  or other  matter to which Buyer has provided a
notice constitute a Permitted Exception, unless cured to Buyer's satisfaction in
Buyer's sole and absolute discretion, or waived in writing by Buyer.

          If Seller  notifies  Buyer in writing  that Seller is unable to remove
such  unacceptable  exceptions,  or if  Seller  fails or  refuses  to cure  said
unacceptable  exceptions within the time period provided,  Buyer may, as Buyer's
sole and  exclusive  remedies,  either (i)  terminate  this  Agreement by giving
Seller  written  notice  thereof,  in which  event the  Earnest  Money  shall be
returned to Buyer, and neither party shall have any further rights,  duties,  or
obligations  hereunder and this Agreement shall  thereafter be null and void for
all  purposes;  or (ii) elect to purchase the Subject  Property  subject to such
unacceptable items or objections not so eliminated, modified, or cured, in which
event the Purchase  Price shall not be reduced.  Buyer shall make such  election
upon the earlier of the time  scheduled for Closing,  or within two (2) business
days of  receipt  of  Seller's  written  notice  that it is unable to remove the
exceptions  or that the  exceptions  cannot be removed or cured on  commercially
reasonable terms.  Buyer's failure to provide written notice of such election in
timely manner shall mean this Agreement  shall be terminated in accordance  with
the preceding Section 2.1C(i).

          In no event shall the notices,  actions to cure defects,  or any other
provisions  of this Section 2.1C alter or modify the  provisions  regarding  due
diligence and the potential termination of this Agreement under Section 2.2B.

     2.2 Buyer Inspection.

          A.  Inspection  Rights  and  Duties.   Pending  Closing,   Buyer,  its
employees, agents, attorneys, accountants,  appraisers,  architects, real estate
advisors and engineers,  may inspect the Subject Property during normal business
hours and  conduct  studies  and tests  thereon.  Buyer  shall not  unreasonably
interfere  with the tenant or  Seller's  business  operations.  All  information
acquired by or supplied to Buyer in connection with the Subject  Property or any
other operations of Seller shall be confidential and shall be disseminated  only
to the foregoing  list of Buyer's  agents for the purpose  contemplated  herein.
Buyer hereby  indemnifies and holds Seller harmless from and against any and all
liabilities  actually incurred,  including,  without  limitation,  any damage or
injury to persons or property,  resulting  directly from  studies,  tests and/or
inspections  of the  Subject  Property by Buyer  and/or its  agents,  employees,
invitees and/or licensees and their agents, employees, invitees and/or licensees
and any mechanics' or other liens, losses, costs, expenses or claims that may be
filed or  asserted  against the  Subject  Property or Seller by such  parties in
relation to such inspection (which  indemnification shall survive termination of
this  Agreement).   However,   in  no  event  shall  Buyer  be  liable  for  any
environmental cleanup, remediation or other liability or obligation which arises
with respect to any pollutants,  contaminants or regulated  substances which may
be in, on, under or about the Property.  Seller shall provide to Buyer,  and its
agents and representatives,  immediate access to the Subject Property, and shall
instruct its personnel to fully cooperate with and assist Buyer.
<PAGE>

          B.  Due  Diligence  Period.  Buyer  shall  have  a  period  commencing
immediately  and  continuing  for a period  of  thirty-five  (35)  days from the
Effective Date hereof (the "Due Diligence  Period") to conduct any  inspections,
tests, or investigations, including, but not limited to lease, operating expense
and maintenance evaluations,  feasibility studies,  construction and engineering
studies,  soil and hazardous materials and hazardous substances tests, water and
sewer capacity evaluations,  and review of marketing materials,  tax statements,
insurance policies,  rent rolls,  supplier and service contracts and conduct any
other study, test, investigation,  or inspection which Buyer deems necessary, of
or upon the Subject  Property.  Without limiting the foregoing,  it is expressly
agreed that Buyer shall have the right to engage in direct,  full and unfettered
discussions  with all existing  tenants at the Subject Property (to be conducted
in Buyer's  discretion  outside the presence of any  representatives of Seller);
with the expectation of such discussions to include without  limitation  current
lease terms, property condition and operations, future intent regarding renewals
and  occupancy,  and the financial  conditions of each such tenant.  Buyer shall
have the right to  request  (and  Seller  shall  assist in  seeking to obtain) a
Tenant Estoppel  Certificate from any existing tenants at the Subject  Property,
in the form of Schedule 2.2B,  attached hereto.  Seller shall instruct and cause
all site  personnel to cooperate  fully with Buyer and its agents to  accomplish
and complete Buyer's due diligence as soon as possible. The Due Diligence Period
shall be extended as deemed  reasonably  necessary  by Buyer if Seller  fails to
deliver  the  Commitment  and/or  Survey  within the time  periods  set forth in
Section 2.1. Buyer shall not disturb or unreasonably interfere with the tenant's
use or occupancy of its  premises.  In the event that Buyer has not provided its
written  election to Seller  prior to the end of the Due  Diligence  Period that
Buyer desires to pursue the closing of the transaction as  contemplated  herein,
this Agreement  shall be deemed to be  immediately  terminated  whereupon  Buyer
shall be  entitled  to the  return  of the  Earnest  Money,  less the sum of One
Hundred Dollars  ($100.00)  which shall be delivered to Seller.  In the event of
such a  termination,  neither  Seller nor Buyer shall have any further rights or
remedies against each other arising out of this Agreement.

          In no event shall  Buyer's  election,  as  evidenced  by its notice to
Seller pursuant to this Section 2.2B,  constitute  Buyer's approval of the title
and survey items which are subject to separate  objection by Buyer under Section
2.1 above and the Seller's  correction  of the same.  Buyer's due  diligence and
inspections   shall  in  no  way   dilute,   amend  or   otherwise   affect  the
representations and warranties of Seller (or Buyer's rights relating thereto) or
the Conditions to Closing set forth in this Agreement.

          C.  Seller  Furnished  Information.  Within  five  (5)  business  days
following  the  execution  hereof,  Seller shall  deliver to Buyer the following
materials to the extent such  information is in the custody or control of Seller
or reasonably  available to Seller;  provided,  however, if any of the following
materials  shall not then be available,  Seller during the Due Diligence  Period
shall  provide  such  materials  (as well as any updates of existing  materials)
within five (5) days following Seller's receipt of the same:

               (i) Copies of all Tenant Leases then in effect, with the original
     Tenant Leases  available for inspection by Buyer at any time during the Due
     Diligence Period at the Subject Property;

               (ii) A statement setting forth with respect to each of the Tenant
     Leases:  (a) the premises covered;  (b) the date of the lease; (c) the name
     of the  tenant,  licensee  or  occupant;  (d) the rents  and other  charges
     payable thereunder; (e) the rents
<PAGE>

     or other charges, if any, in arrears or prepaid thereunder,  and the period
     for which any such rents and other  charges  are in  arrears,  or have been
     prepaid,  and any cost recoveries  related  thereto;  (f) the amount of any
     security deposits  thereunder;  (g) options to renew or extend contained in
     the lease, if any; and (h) any free rent, concessions,  allowances, rebates
     or refunds to which the tenant,  licensee or occupant  may have been or may
     be entitled;

               (iii) An inventory  listing of the Personal  Property,  including
     without  limitation  office  furniture,  office  equipment and  maintenance
     equipment (the "Inventory");

               (iv) A list of all  management,  maintenance,  supply or  service
     contracts,  leases,  concessions or other agreements (oral or written) (the
     "Contract List")  pertaining to the management,  maintenance,  operation or
     repair  of the  Subject  Property,  and a true  and  correct  copy  of each
     document  included on the Contract List or  description,  if such agreement
     shall be oral;

               (v) A copy of all reports or studies  which in any way affect the
     Subject  Property,  including  but  not  limited  to  environmental  and/or
     asbestos  reports or studies with  respect to the Subject  Property (or any
     portion  thereof),  all reports and studies related to water usage,  sewage
     capacity and drainage of the Subject Property,  soil reports,  and previous
     appraisals of the Subject Property in Seller's  possession or control,  and
     any  and  all  engineering  reports,   including  structural,   foundation,
     plumbing, electrical, mechanical and civil engineering reports;

               (vi)  The  as-built  plans  and  specifications  for the  Subject
     Property that Seller or its agents have in their possession,  if any, to be
     available for inspection of Buyer at the Subject Property;

               (vii) Except as otherwise  received by Buyer with the Commitment,
     copies of any documents regarding easements, deed restrictions,  covenants,
     conditions,  side  letters  or  other  documents  encumbering  the  Subject
     Property  currently,  or which to Seller's  knowledge  shall  encumber  the
     Subject Property in the future;

               (viii) Copies of utility  availability  and capacity letters from
     the  appropriate  utility  authorities  with respect to water,  wastewater,
     electricity and gas utilities servicing the Subject Property;

               (ix) All cost and expense  documents  requested by Buyer relating
     to  expenditures  reported  on the  operating  statements  of  the  Subject
     Property,  including,  but not  limited  to,  copies of utility  and repair
     expenses for the immediately  preceding three (3) full calendar years,  and
     the months of the current calendar year, ending prior to the date hereof;

               (x)  Copies of the most  recent  tax  statements  of the Land and
     Improvements  and any  related  assessments,  bills,  invoices,  notices of
     administrative  hearings or litigation  and copies of the tax statements of
     the Subject  Property for the years 1999 and  thereafter and all notices of
     assessed value or changes in proposed values and any and all correspondence
     with any tax advisors of Seller or any information  regarding tax valuation
     appeals;
<PAGE>

               (xi)  Copies of the  statements  of income  and  expense  for the
     calendar  years ended 2000 and 2001 and for the calendar  year 2002 to date
     (or the last month for which such statements have been prepared) and a copy
     of Seller's 2002 operating budget;

               (xii) Copies of any  governmental  licenses and permits,  special
     use,   nonconforming  use  and  zoning  variances  and  waivers,   and  any
     certificates of occupancy related to the Subject Property;

               (xiii)  Copies of any and all bids or estimates  obtained  within
     the  preceding  three (3) years for any work to be done on site for  either
     deferred  maintenance or property  improvements,  including but not limited
     to,  bids  or  estimates  for  carpentry,  painting,  roofing,  electrical,
     plumbing, parking, fencing, furniture, equipment and signage, and any other
     records  of work  orders,  maintenance,  or  warranties  pertaining  to the
     Subject Property during such period;

               (xiv) Copies of any incident  reports,  area or project  criminal
     activity  reports,  insurance  claims  including  details  surrounding such
     claim, or information and materials  regarding any incidents or events of a
     similar nature, but only if in the possession of Seller or its agents;

               (xv)  Copies  of all  loan  documents  relating  to  the  Secured
     Indebtedness,  including without  limitation,  the promissory note, deed of
     trust  and  any  guaranties,  assignments  or  escrow  agreements  relating
     thereto,  together with all amendments  thereof,  and any correspondence or
     other agreements with Lender relative thereto;  and (xvi) Copies of current
     insurance policies relating to the Subject Property, together with a 2-year
     loss history report.

     2.3 Loan Assumption.  During the Due Diligence  Period,  Buyer shall review
documents  regarding the terms of the Secured  Indebtedness  and, provided Buyer
deems such terms  acceptable,  shall utilize its best efforts to promptly  apply
for and  diligently  pursue  the  assumption  of the  Secured  Indebtedness.  In
connection therewith,  Buyer shall not be responsible for any fees (of any type)
in excess of a one percent (1%) assumption fee,  provided,  notwithstanding  the
foregoing,  Buyer shall be responsible for payment or  reimbursement of Lender's
disbursements  and expenditures in connection with such loan assumption.  In the
event  that  Buyer has not  provided  written  notice to Seller on or before the
expiration date of the Due Diligence  Period that the Lender holding the Secured
Indebtedness  has  irrevocably  consented  to  the  assumption  of  the  Secured
Indebtedness  on terms and  conditions  acceptable  to Buyer,  in  Buyer's  sole
discretion,  this Agreement shall be deemed to immediately terminate,  whereupon
Buyer shall be entitled to a return of the  Earnest  Money;  provided,  however,
that if the  failure to obtain  Lender's  consent is the result of  unreasonable
delays  caused by Lender,  Seller shall grant  reasonable  extensions to the Due
Diligence  Period  for the  sole  purpose  of  allowing  completion  of the loan
assumption  process.  In the event the loan  assumption has not been approved in
writing on or before  November 25, 2002,  either Buyer or Seller may  thereafter
terminate this  Agreement,  and the Buyer shall be entitled to the return of the
Earnest Money.
<PAGE>

                                   ARTICLE III
                            SELLER'S REPRESENTATIONS

     3.1 Seller's  Representations.  Seller  hereby  represents  and warrants to
Buyer, its successors and assigns, that:

          A.  Violations.  To Seller's  knowledge after  reasonable  inquiry and
investigation,  there are no  conditions  existing  with  respect to the Subject
Property  which  violate  any  law,   rule,   regulation  or  ordinance  of  any
governmental authority having jurisdiction over the Subject Property, and Seller
has received no notice from any  governmental  agency  regarding and to Seller's
knowledge  after  reasonable  inquiry and  investigation  there is no obligation
requiring the correction of any condition with respect to the Subject  Property.
The Subject Property (and all improvements  thereto) was originally  constructed
in  accordance  with  then-applicable   building,  zoning  and  fire  codes  and
regulations; and the Subject Property has been maintained in accordance with and
currently  complies  with  applicable  building,   zoning  and  fire  codes  and
regulations.  Seller has been issued and holds in its  possession  all necessary
permits and certificates of occupancy, which are now and as of the Closing shall
be current.

          B. Special Assessments.  There are no special or other assessments for
public  improvements or otherwise  currently  affecting the Land or Improvements
nor has Seller  received  any notice  that there are any  pending or  threatened
special assessments or contemplated improvements which would result in a special
assessment affecting the Subject Property.

          C. Ad  Valorem  Tax.  During  the last  five (5)  years,  the  Subject
Property  has not been subject to the benefit of any law reducing the ad valorem
tax rate based upon any open space or any other special valuation use.

          D.  Litigation.  There are no legal  proceedings of any type or nature
(including  condemnation)  pending or to  Seller's  knowledge  after  reasonable
inquiry  and  investigation  threatened  which (i) would  adversely  affect  any
portion of the  Subject  Property,  (ii) would  adversely  affect the ability of
Seller  to  perform  its  obligations,  or (iii)  relate  to or arise out of the
ownership  or  operation  of the  Subject  Property  which  are  not  fully  and
adequately defended and covered by insurance.

          E. Adverse Parties.  There are no adverse parties in possession of any
part of the Subject Property, other than tenants under Tenant Leases.

          F. Foreign  Person.  Seller is not prohibited  from  consummating  the
transactions  contemplated  hereby and is not a  "foreign  person" as defined in
Section 1445(f) of the Internal Revenue Code of 1986, as amended.

          G.  Title.  Seller  now has and  will  have on the  Closing  good  and
indefeasible  title, right and interest in fee simple in and to all the Land and
Improvements  constituting  the Subject  Property  and will at Closing have such
interests free and clear of all liens, mortgages,  easements, leases, tenancies,
encumbrances and defects other than liens relating to the Secured Indebtedness.

          H. Right and Power.  Seller has full right,  power,  and  authority to
execute,  deliver,  and perform this Agreement without obtaining any consents or
approvals from, or the
<PAGE>

taking of any other  actions with respect to, any third  parties (or if any such
consents,   approvals,   or  other  actions  are  required,  the  same  will  be
accomplished prior to the Closing),  other than the consent of Seller's Board of
Directors  approving this Agreement,  which consent shall be sought on or before
October 16, 2002,  and this  Agreement when executed and delivered by Seller and
Buyer,  will constitute the valid and binding  agreement of Seller,  enforceable
against Seller in accordance with its terms.

          I. Liens.  There are no liens against the Subject  Property which will
not be  satisfied  out of the sales  proceeds  other than liens  relating to the
Secured Indebtedness.

          J. Hazardous Waste.

          (i) To Seller's  knowledge after reasonable inquiry and investigation,
Seller's use and operation of the Subject  Property has  heretofore  been and on
the Closing Date shall be in material  compliance  with all  Federal,  state and
local environmental laws.

          (ii) To Seller's knowledge after reasonable inquiry and investigation,
in its operation of its business at the Subject Property,  Seller has never sent
or arranged for the  transportation of hazardous  substances or wastes to a site
which,  pursuant to the Comprehensive  Environmental  Response  Compensation and
Liability  Act of 1980  ("CERCLA") or any similar state law: (a) has been placed
or is  proposed  (by the  Environmental  Protection  Agency  or  relevant  state
authority) to be placed on the  "National  Priorities  List" of hazardous  waste
sites or its state equivalent or on the  Environmental  Response,  Comprehensive
and Liability  Information System List, or (b) is subject to a pending claim, an
administrative  order or other request to take "removal" or "remedial" action by
any person as those terms are defined under CERCLA.

          (iii)   To   Seller's   knowledge   after   reasonable   inquiry   and
investigation,  there are no underground  fuel or other storage tanks located on
the Land.

          (iv)  Seller  has  not  received  any  notice  of  any   environmental
contaminants  on the Land or the  Improvements  during  the  period of  Seller's
ownership of the Subject Property, nor to the best knowledge of Seller are there
currently (or have there been at any time) any hazardous substances or hazardous
waste (as defined under any applicable federal or state regulations)  located on
or used in connection with the Subject Property,  except nonmaterial  amounts of
such  materials  used  for  cleaning  purposes  in  accordance  with  applicable
regulations.

          K. Service Contracts,  Licenses and Leases.  All management,  service,
supply or maintenance agreements or other licenses or leases with respect to the
Subject  Property  are listed on Schedule  3.1K.  Except for the Tenant  Leases,
there are no  management,  service,  supply or  maintenance  agreements or other
licenses or leases with respect to the Subject Property, or any portion thereof,
that (i) cannot be cancelled  without  liability  upon thirty (30) days' notice,
without cause, or (ii) upon  cancellation,  would create,  give rise to, or form
the basis of, a premium,  penalty or charge,  or (iii) upon  cancellation  would
create  or give rise to a lien or other  encumbrance  on the  Subject  Property.
Seller warrants and represents that it has fully complied with and performed its
obligations under all such service agreements, leases and other agreements which
relate to the Subject Property.
<PAGE>

          L. Personal Property.  All the Personal Property included in this sale
is owned by Seller  free and clear of all liens and  encumbrances,  and title to
such Personal  Property  shall be  transferred at Closing to Buyer by acceptable
Bill of Sale.  All Personal  Property  shall be in reasonable  working order and
condition as of the Closing.

          M.  Access.  To  Seller's  knowledge,  after  reasonable  inquiry  and
investigation,  there is no fact or condition existing which could result in the
termination  of the current  access from any portion of the Subject  Property to
all  presently  existing  roads or  thoroughfares  adjoining  or situated on the
Subject Property.

          N. Copies.  All  information  and documents  furnished to the Buyer by
Seller in relation to the Subject Property and this transaction constitute true,
correct,  accurate and complete  originals or copies  thereof  without  material
misstatements or omissions and contain all related  amendments,  supplements and
schedules thereto.

          O. Circumstances.  To Seller's knowledge, after reasonable inquiry and
investigation,  except as otherwise  specifically disclosed to Buyer by schedule
hereto,  there are no events,  circumstances,  conditions  or  matters  known to
Seller  which are (or may  hereafter  be)  material  and  adverse to the Subject
Property.

          P. Tenant Leases. A schedule identifying all Tenant Leases and related
security  deposits (if any) is attached hereto as Schedule 3.1P. With respect to
the Tenant Leases,  (i) true, correct and complete copies of each of such Tenant
Leases have been  delivered to Buyer (and all  originals  thereof have been made
available to Buyer for inspection pursuant to Section 2.2C(i)), (ii) no event or
circumstance has occurred which  (regardless of whether notice is required to be
furnished)  could  result in a breach  or  default  by Seller or the  respective
tenant  under any of such Tenant  Leases,  (iii) no  modification  of any of the
Tenant Leases has occurred (whether by document,  verbal arrangement,  course of
conduct or otherwise),  and (iv) no prepayments of any amounts due by the tenant
under any of the Tenant Leases has occurred.  Seller  represents that Seller has
no knowledge,  data or information  relating to the Tenant Leases which have not
otherwise  been  disclosed  in writing to the  Buyer;  and,  Seller has not been
informed, in writing or verbally,  whether any Tenant intends (and Seller has no
reasonable  basis to know whether any Tenant  intends) to renew or not renew its
Tenant Lease upon the scheduled expiration date thereof; provided in no event is
Seller making any warranty or guarantee that any of the Tenants will or will not
renew their respective Leases at applicable renewal option periods.

          Q.  Seller's  Performance.  As of  Closing,  Seller  shall  have  duly
performed all of the covenants and  obligations  to be performed by Seller under
this Agreement and delivered all documents, instruments and other items required
hereunder.

          R. Closing  Representations.  Seller's  representations and warranties
contained in this Agreement shall be true and accurate in all material  respects
as of the date of  Closing,  with the same force and effect as if made on and as
of that date.

          All of the  warranties  and  representations  contained  herein  shall
survive  the  Closing  for a period  of one (1) year  from the date of  Closing;
provided however,  that the representations and warranties set forth at Sections
3.1G (Title) and 3.1H (Power and Right) shall survive the Closing indefinitely.
<PAGE>

     3.2 Buyer's Representations. Buyer hereby represents and warrants to Seller
that it has full right,  power, and authority to execute,  deliver,  and perform
this Agreement  without  obtaining any consents or approvals from, or the taking
of any other  actions  with  respect to, any third  parties  having an ownership
interest  in Buyer (or if any such  consents,  approvals,  or other  actions are
required,  the  same  will be  accomplished  prior  to the  Closing),  and  this
Agreement when executed and delivered by Seller and Buyer,  will  constitute the
valid and binding  agreement of Buyer,  enforceable  against Buyer in accordance
with its terms.

                                   ARTICLE IV
                             PRECLOSING AND CLOSING

     4.1 Operation of Subject Property.

          A. From the  Effective  Date through  Closing,  Seller,  at no cost or
expense  to  Buyer,  will make or cause to be made,  all  ordinary  repairs  and
replacements  reasonably and customarily required with respect to any portion of
the Subject  Property,  and will operate and  maintain  the Subject  Property or
cause  the  same to be  operated  and  maintained  in a manner  consistent  with
historical practice.

          B. From the Effective  Date through  Closing,  Seller will not further
encumber nor permit any further  encumbrances  (other than leases to third party
tenants)  to the  Subject  Property,  including,  but  not  limited  to  service
agreements,  without first obtaining the written consent of Buyer (which consent
shall not be unreasonably  withheld or delayed),  and during such period, Seller
further agrees not to modify,  extend,  renew or change any existing encumbrance
against the Subject  Property  prior to the earlier of Closing or the expiration
or termination of this Agreement  without first obtaining the written consent of
Buyer (which consent shall not be unreasonably withheld or delayed).

          C. From the Effective Date through Closing,  without the prior written
consent of Buyer (which consent shall not be unreasonably withheld) Seller shall
not (i)  amend or modify  any  Tenant  Lease or any  agreement  relating  to the
Subject  Property  which  will  affect  the  Subject   Property   following  the
contemplated  Closing, or (ii) enter into any new lease for the Subject Property
or any portion  thereof  which will extend past the Closing  (except that Seller
shall not be required to obtain the prior written consent of Buyer to enter into
any renewal or new Tenant Lease which contains terms, in the reasonable business
judgment  of Seller,  which are  equivalent  to or better than those of existing
Tenant Leases).

     4.2 Risk of Loss.  The risk of loss in the  event of  casualty  shall  rest
exclusively  with the Seller until the Closing has occurred.  Thereafter,  Buyer
will  assume  the full  risk of loss.  In the  event a  portion  of the  Subject
Property is damaged or destroyed  prior to Closing and the aggregate  repair and
restoration  expenses are reasonably  estimated to be less than $50,000,  Seller
shall repair and restore the damage to Buyer's reasonable  satisfaction.  In the
event the repair or restoration  is not completed by Closing,  the parties shall
establish a reasonably  acceptable  escrow fund from the sale proceeds to secure
completion  of such repairs.  In the event a portion of the Subject  Property is
damaged or  destroyed  and the  aggregate  repair and  restoration  expenses are
reasonably  estimated  to  exceed  $50,000,   Buyer  may  elect  to:  close  the
transaction without any reduction in the Purchase Price except for the amount of
the insurance deductible (if any), in which event Buyer shall be entitled to the
insurance  proceeds;  or terminate the Agreement,  in which event Buyer shall be
entitled to return of the Earnest
<PAGE>

Money.  Buyer's  failure to make such  election  within  twenty  (20) days after
receipt of written notice of such damage from Seller shall be deemed an election
to close the transaction.

     4.3 Condemnation. If at any time prior to the Closing, any material portion
of the Land or Improvements is threatened with condemnation or legal proceedings
commenced  under the power of eminent  domain,  Seller shall promptly give Buyer
written  notice of such fact,  and shall  furnish to Buyer copies of all notices
received by Seller pertaining  thereto.  Buyer shall have the right, within five
(5) business days after the receipt of such notice,  to terminate this Agreement
by written  notice to Seller,  in which  event  Buyer  shall be  entitled to the
return of its Earnest Money and neither  Seller nor Buyer shall have any further
obligations  hereunder.  If this Agreement is not so terminated,  Buyer shall be
obligated to proceed with the Closing  hereunder and all damages  awarded by the
Court in  connection  with  such  proceedings  shall  belong to the  Buyer.  The
Purchase Price will not be abated or reduced on account of any such proceedings.

     4.4 Seller's  Closing  Obligations.  At Closing,  Seller  shall  deliver or
tender the following items:


          A. Special  Warranty Deed  (acceptable to the Title  Company),  in the
form of Schedule 4.4A attached hereto;

          B. Tax certificates (as provided in Section 4.10 below);

          C. Seller's Statement and any other statements or documents reasonably
requested by Title Company;

          D. Bill of Sale,  assigning  and  conveying  to Buyer title to all the
Personal Property, free and clear of all liens and encumbrances,  other than the
Permitted   Exceptions,   in  the  form  of  Schedule  4.4D   attached   hereto;

          E.  Assignment  of Service  Contracts  (if any, as selected by Buyer),
Warranties (including roof warranties),  Governmental Approvals and Trade Names,
in the form of Schedule 4.4E attached hereto;

          F.  Assignment of the Seller's rights in the Tenant Leases in the form
of Schedule 4.4F attached hereto;

          G.  Copies  of  records  and  files  relating  to  the  operation  and
maintenance of the Subject  Property which have not previously been delivered to
Buyer;

          H. If Seller is an entity, a Non-Foreign Affidavit for Entity Transfer
in the form of Schedule 4.4H attached hereto;

          I. Keys to all locks and all tenant records  (including  applications,
correspondence and credit reports regarding present tenants, if any); and

          J. Security, advance rental and other deposits actually held by Seller
relating to the Subject Property.

          K. Such other documents and agreements as may be reasonably  requested
to implement the Closing hereunder.
<PAGE>

     4.5 Buyer's  Closing  Obligations.  At Closing  the Buyer shall  deliver or
tender the following items:

          A. The cash portion of the Purchase  Price plus all charges to be paid
by Buyer at Closing less all credits available to Buyer at Closing;

          B.  Copies of all loan  assumption  documents  relating to the Secured
Indebtedness;

          C. Any  statements  or  documents  required  from  Buyer by the  Title
Company;

          D. Assumption of the Seller's rights in the Tenant Leases, in the form
of Schedule 4.4F attached hereto; and

          E. Such other documents and agreements as may be reasonably  requested
to implement the Closing hereunder.

     4.6 Conditions to Closing.

          A.  Buyer's  Conditions.  All of the  obligations  of Buyer under this
Agreement  are  in all  events  further  subject  to and  conditioned  upon  the
fulfillment  (unless  waived in  writing by Buyer) of the  following  conditions
precedent:

               (i) Buyer shall be satisfied in its sole and absolute  discretion
     with the suitability and feasibility of the Subject Property  following its
     due diligence  review and have provided the notice to of Buyer's  intent to
     proceed with Closing as set forth under Section 2.2B;

               (ii) Buyer shall have received  irrevocable written approval from
     Lender for the  assumption of the Secured  Indebtedness  on terms  mutually
     agreeable  between  Buyer and  Lender,  and the Buyer's  assumption  of the
     Secured  Indebtedness  shall  have  occurred  concurrent  with the  Closing
     hereunder;

               (iii)  There  shall  have been no  casualty,  damage or  material
     adverse  effect to the  Subject  Property,  nor shall  Seller or Buyer have
     received notice  regarding any pending or contemplated  condemnation of any
     material  portion of the Subject Property or impairment of access or use of
     the Subject Property;

               (iv) The Subject  Property is not in violation of any  applicable
     law,  ordinance  or  regulation,  nor shall  Seller or Buyer have  received
     notice of any such possible violation;

               (v) Seller's representations contained in this Agreement shall be
     deemed  to have been made  again at and as of the time of the  Closing  and
     shall then be true and accurate;

               (vi) Seller shall have duly  performed  all of the  covenants and
     obligations  to be  performed  by it under  this  Agreement  and shall have
     delivered the  documents,  instruments  and other items  requested by Buyer
     under this Agreement;
<PAGE>

               (vii)  Buyer shall have  received a "marked up" Title  Commitment
     dated as of the date of  Closing  and  issued  by the Title  Company  which
     unconditionally  commits  the Title  Company  to issue the owner  policy of
     title  insurance  described in Section 4.9 hereof;  and,  Seller shall have
     effected the cure of all Title Objections presented by Buyer, which cure is
     acceptable  to  Buyer in its  sole  discretion;  and,  the  zoning  letters
     furnished to Buyer shall be reasonably acceptable;

               (viii) The Subject  Property shall be conveyed as of the Closing,
     free and  clear  of any and all  liens  and  encumbrances,  subject  to the
     Permitted Exceptions;

               (ix)  Seller  shall  have  furnished  to Buyer the  Survey in the
     manner required hereunder;  and, Seller shall have effected the cure of all
     Survey Objections  presented by Buyer, which cure is acceptable to Buyer in
     its sole discretion;

               (x) All leases or other  rights of parties in  possession  (other
     than the Tenant Leases and other leases  approved by Buyer) shall have been
     terminated prior to Closing;

               (xi) If applicable,  Buyer shall be reasonably satisfied with the
     results of all  inspections  and  treatment for  wood-eating  or destroying
     insects  or  otherwise  elected to proceed  with  Closing,  as set forth in
     Section 4.16 hereof;

               (xii) The  Closing  shall be an  insured  Closing  with the Title
     Company pursuant to an insured closing letter,  on terms deemed  reasonable
     by Buyer; and


          B. Seller's  Conditions.  All of the  obligations of Seller under this
Agreement are further  subject to and conditioned  upon the fulfillment  (unless
waived in writing by Seller) of the following conditions precedent:

               (i) Buyer's representations  contained in this Agreement shall be
     deemed to have been made again at and as of the time of  Closing  and shall
     then be true and accurate;

               (ii) Buyer shall have duly  performed  all of the  covenants  and
     obligations  to be  performed  by it under  this  Agreement  and shall have
     delivered all of the documents,  instruments and other items required to be
     delivered by it under this Agreement; and

               (iii)  Seller shall have  received  all  consents  and  approvals
     necessary for the performance of Seller's obligations under this Agreement.

          C.  Effect  of  Closing.  If for  any  reason  any  one or more of the
conditions  precedent  described  in Sections  4.6A and 4.6B shall not have been
fulfilled  prior  to or at the  Closing,  the  party  whose  condition  was  not
fulfilled, as such party's sole and exclusive remedies, (i) shall have the right
to terminate  this  Agreement,  or (ii) in the event Buyer is such party,  Buyer
shall have the right to close this  transaction  with Buyer thereby  waiving any
such unfulfilled condition.
<PAGE>

     4.7  Additional  Instruments.  In addition to the  instruments  and actions
enumerated above, both Seller and Buyer shall additionally furnish or provide to
each other and to the Title  Company  any other  instruments  mentioned  in this
Agreement,  and any other ancillary instruments which are reasonably required by
the  Title  Company  to  properly   consummate  the  transaction  or  which  are
customarily  executed in the county  where the  Subject  Property is situated to
effectuate the conveyance of property similar to the Subject Property.

     4.8 Special  Warranty of Title.  Seller shall convey good and  indefeasible
fee simple title to the Subject Property to Buyer by Seller's  delivery to Buyer
of a Special  Warranty Deed which deed shall be in form  acceptable to the title
insurance  company,  fully executed and  acknowledged  by Seller,  subject to no
assessments, liens, indebtedness, restrictions, easements, right-of-way, mineral
reservations  or  royalties,  encumbrances,  or  other  exceptions  to good  and
indefeasible title except the Permitted Exceptions.

     4.9 Title Insurance. Seller shall cause to be issued to Buyer, as the named
insured,  an Owner Policy of Title  Insurance  (the "Title  Policy") in the full
amount of the purchase  price for the Subject  Property  insuring that Buyer has
good and  indefeasible  title to the Subject  Property subject only to Permitted
Exceptions. All standard printed exceptions shall be deleted.

     4.10 Taxes.  At Closing,  Title Company shall furnish to Buyer, at Seller's
expense,  tax certificates from an ad valorem tax service company evidencing the
payment of all taxes  applicable  to the Subject  Property  through the calendar
year immediately preceding the calendar year during which the Closing occurs. As
to taxes for the calendar year in which the sale contemplated  hereby is closed,
the parties agree as follows:

          A. To the extent any  special  assessments  exist in  relation  to the
Subject  Property as of the date of Closing,  such special  assessments  amounts
shall be deducted  from the Purchase  Price cash proceeds due Seller and paid to
the  title  Company  to be held in  escrow  and paid to the  appropriate  taxing
authority when and as due.

          B. Other real estate taxes shall be prorated as of the date of Closing
in the customary manner in Douglas County, Nebraska.

     4.11  Income and Expense  Proration.  All rents,  and  prepaid  expenses of
utility  charges,  insurance  premiums on assigned  policies (if any), and other
income or expense items relating to the Subject Property shall be prorated as of
the Closing Date. Such proration  shall be implemented as hereinafter  provided.
At Closing, all rents and real estate taxes shall be prorated. The parties shall
thereafter  implement a post-Closing  adjustment on the date which is sixty (60)
days after Closing in order to prorate all accounts payable, utility charges and
other expense  items  relating to the Subject  Property  wherein (i) Buyer shall
reimburse  Seller for the pro rata portion of such expenses paid by Seller which
are  attributable  to periods  from and after  Closing;  and (ii)  Seller  shall
reimburse  Buyer for the pro rata portion of such  expenses  paid by Buyer which
are  attributable to periods prior to Closing.  Only prepaid  expenses which are
reasonable, of value to Buyer, and pertinent to services rendered at the Subject
Property, will be prorated. Prepaid expenses shall not include on site inventory
of  supplies,  equipment,  furniture,  licenses  or  permits  or other  Personal
Property  transferred with the Subject  Property.  Buyer shall pay to Seller the
amount of any assigned security deposits retained by Buyer, at its option,  with
any utility  companies.  If final readings and billings cannot be obtained as of
the date of Closing,  the final bills when received shall be prorated based upon
the number of days  Seller  owned the  Subject  Property  in such final  billing
period. The proration of rent shall be based on
<PAGE>

actual rent  collected.  In the event  there are rents due but unpaid,  and same
shall be  collected  after  Closing by Buyer,  that portion of the rent paid for
periods  prior to  Closing  shall be  delivered  by Buyer to  Seller;  provided,
however,  Buyer shall have no  obligation  to attempt to collect any such unpaid
rents, and provided further,  however, that any rents received following Closing
shall be presumed to be for periods  arising  after  Closing,  unless  otherwise
specified  by the Tenant in writing.  All  security  deposits  (and any interest
payable thereon)  relating to the Tenant Leases shall be transferred to Buyer as
a part of the  Purchase  Price and  shall not be  subject  to any  proration  or
additional payment by Buyer.

     4.12 Closing Costs.  All costs relating to the Closing of this  transaction
(the "Closing Costs") shall be borne by the parties as follows:

          A.  Seller.  All  premiums  for the Title  Policy  (attributable  to a
standard  owner's and  mortgagee's  title policy,  excluding  deletion of survey
exceptions)  and addition of zoning  endorsements  or zoning  letters from local
governments  in a form and  content  acceptable  to  Buyer,  one  half  (1/2) of
recording fees (excluding fees relating to recording of documents in relation to
assumption  of the Secured  Indebtedness),  all  documentary  stamp fees for the
recording of any documents  (including recording of the Deed or any lien release
or assignment  documents),  all costs of obtaining tax information and copies of
title documents,  Seller's attorneys' fees and one half (1/2) of any escrow fees
and  such  other  expenses  customarily  borne by a seller  in  Douglas  County,
Nebraska.

          B.  Buyer.  Endorsements  to  the  Title  Policy  as  Buyer  may  deem
appropriate,  one half  (1/2) of  recording  fees,  all  costs  of  Buyer's  due
diligence investigation (including architects,  consulting engineers, investment
bankers,  real estate advisors,  consulting  accountants and other  professional
fees),  all costs  associated  with any  financing or  assumption of the Secured
Indebtedness  (provided such loan  assumption  fees shall not exceed 1.0% of the
loan assumed), Buyer's attorneys' fees and one half (1/2) of any escrow fees.

     4.13  Possession.  At Closing,  Buyer shall be placed in  possession of the
Subject  Property  free and clear of any  rights  of  Seller or any third  party
(other than written Tenant Leases and other lessees approved by Buyer) except as
set forth in the Permitted Exceptions.

     4.14 Assumption of Operating Agreements. At Closing, Buyer shall assume the
service,  supply and  maintenance  agreements  relating to the Subject  Property
selected  by  Buyer,  if any,  and  designated  by Buyer to  Seller in a written
document  furnished  during  the  Due  Diligence  Period.  Seller  shall  remain
responsible  for, and shall  indemnify,  defend and hold harmless Buyer from and
against any  liability,  loss,  damage or expense  relating to or arising out of
action  or  inaction  by  Seller  prior  to  Closing  under  any of the  assumed
agreements.

     4.15 Remedies.

          A. Seller's  Default.  Upon Seller's failure to close this transaction
for any reason other than Buyer's default,  Buyer, as Buyer's sole and exclusive
remedies,  may (i)  terminate  this  Agreement  and the  Earnest  Money shall be
returned to Buyer, or (ii) exercise the right to enforce specific performance to
require  Seller to convey the Subject  Property  under this  Agreement (in which
event Seller shall convey title to the Subject  Property in accordance with this
Agreement as nearly as practicable;  and in the event such condition of title is
unacceptable to Buyer in its sole discretion, Buyer may thereupon terminate this
Agreement and the Earnest Money shall be returned to Buyer).
<PAGE>

          B. Buyer's Default. If Buyer wrongfully fails or refuses to consummate
the purchase of the Subject  Property  pursuant to this Agreement for any reason
other than  termination of this Agreement by Buyer or Seller pursuant to a right
to terminate set forth in this Agreement or Seller's failure to perform Seller's
obligation  under this Agreement,  or failure of any condition  precedent,  then
Seller, as Seller's sole and exclusive remedy, shall have the right to terminate
this Agreement by giving written notice thereof to Buyer prior to or within five
(5) business days of the scheduled Closing Date,  whereupon neither party hereto
shall have any further  rights or  obligations  hereunder,  except  Seller shall
retain the Earnest  Money and the Title  Company shall deliver the Earnest Money
to Seller as  liquidated  damages in complete  satisfaction  of all liability of
Buyer hereunder. It is agreed that the Earnest Money to which Seller is entitled
hereunder is a reasonable  estimate of just compensation for the harm that would
be  caused by  Buyer's  breach  and that the harm  that  would be caused by such
breach is one that is incapable or very  difficult of accurate  estimation,  and
that the payment of the Earnest  Money upon such breach  shall  constitute  full
satisfaction of Buyer's obligations hereunder.

     4.16  Wood-Destroying  Insects. If Buyer so elects during the Due Diligence
Period,  Buyer may (at its cost) obtain an  inspection  and report  ascertaining
whether  the  Subject  Property  is free  from  infestation  of  wood-eating  or
destroying insects, including without limitation termites. If any infestation is
identified  at the  Subject  Property,  Seller  shall  treat all  buildings  and
structures at the Subject Property to the satisfaction of Buyer at a cost not to
exceed  $2,500  for total of  treatment  and/or  repairs.  If the cost  estimate
exceeds $2,500, Buyer shall have the option in its sole discretion to either (i)
receive a $2,500  credit to the  Purchase  Price and  proceed to close,  or (ii)
cancel this Agreement and receive a full refund of the Earnest Money.

     4.17  Reimbursement  of Expenses.  In the event Seller has not provided its
written  confirmation  that  Seller's  Board of  Directors  has  unconditionally
approved the terms of this Agreement and authorized the  transaction  hereunder,
on or before  October 16,  2002,  Buyer shall have the right to  terminate  this
Agreement  and  thereupon  to receive  reimbursement  of  Buyer's  out-of-pocket
expenses,   actually  incurred,   in  connection  herewith,   including  without
limitation loan  application  fees,  survey and phase I expenses and legal fees;
provided  however,  that the maximum  amount of reimbursed  fees due Buyer under
this Section shall be the aggregate sum of $20,000. Payment of such reimbursable
items shall be made from Seller to Buyer within three (3) days following Buyer's
documentation of the same.

                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

     5.1 Mutual Indemnification.

          A.  Seller  shall  indemnify,  defend and hold  Buyer,  its  officers,
directors,   members  and  agents,   harmless   from  and  against  all  losses,
liabilities,   claims,   damages,   costs  and  expenses  (including  reasonable
attorneys' fees and disbursements) arising from or relating to (i) any breach of
Seller's  representations,  obligations or performance under this Agreement; and
(ii) any claim made by a third  party  relating  to or arising  out of  Seller's
ownership,  operation,  maintenance  or repair of the  Subject  Property  or the
condition,  operation  or use of the  Subject  Property  at any  time  prior  to
Closing.

          B. Buyer shall  indemnify,  defend and hold Seller,  its employees and
agents,  harmless  from and against all losses,  liabilities,  claims,  damages,
costs and expenses (including
<PAGE>

reasonable  attorneys' fees and  disbursements)  arising from or relating to (i)
any breach of Buyer's  representations,  obligations or  performance  under this
Agreement;  and (ii) any claim made by a third party  relating to or arising out
of Buyer's ownership,  operation,  maintenance or repair of the Subject Property
or the condition or use of the Subject Property at any time after Closing.

          C. In order to make a claim  hereunder,  the  indemnified  party shall
notify the other party in writing,  and shall include  sufficient  documentation
relating  to such  claim to provide  the  indemnifying  party with a  reasonable
explanation of the claim. As to third-party claims, the indemnifying party shall
have the right to contest  and defend,  with the counsel of its choice,  any and
all such  claims by such  third  party and shall have no  obligation  to pay the
indemnified  party  (except  that costs of defense of the claim shall be paid by
the  indemnifying  party when and as incurred) unless and until there has been a
final  adjudication of indemnified  party's  obligation to pay such third party.
However,  if the  indemnifying  party fails for any reason to defend the action,
the  indemnified  party  shall be  entitled  to  control  such  defense  and the
indemnifying  party  shall  promptly  reimburse  all  attorneys'  fees and other
defense  costs when and as  incurred.  In no event shall any claim be settled or
resolved  without  approval  of the  indemnified  party  (which  approval of the
indemnified party shall not be unreasonably withheld).  However, any settlements
which require the indemnified party to either take action or refrain from taking
action  other than the payment of money shall be subject to the  approval of the
indemnified party in its absolute good faith discretion.

     5.2 Environmental  Indemnity.  Seller shall indemnify,  defend and save and
hold harmless Buyer, its directors,  officers,  shareholders,  managers, members
and agents, from and against any and all losses, liabilities, damages, costs and
expenses  (including,  but not limited to, loss of property value, or defects in
title to the Subject Property,  and the reasonable fees and disbursements of the
Buyer's  legal  counsel)  suffered  or  incurred  by the Buyer,  its  directors,
officers,  shareholders,  managers,  members  or  agents,  as a result  of or in
connection with, directly or indirectly: (i) the occurrence of any environmental
activity or any failure of Seller or any of its agents, employees or invitees to
comply with all applicable environmental requirements, regulations or ordinances
relating to the Subject Property or the use of the Subject Property prior to the
Closing Date; (ii) any investigation,  inquiry,  order, hearing, action or other
proceeding by or before any governmental agency which has resulted or is alleged
to have resulted directly or indirectly from any environmental activity relating
to the Subject  Property or the use of the Subject Property prior to the Closing
Date; (iii) any failure of any representation or warranty of Seller set forth in
Section 3.1J above to be correct in all respects as of the date hereof;  or (iv)
any claim, demand or cause of action, or any action or other proceeding, whether
meritorious or not brought or asserted against Buyer,  its directors,  officers,
shareholders,  managers,  members or agents which directly or indirectly relates
to,  arises  from or is based on any of the  matters  described  in clauses  (i)
through (iii) of this Section 5.2 or any allegation of any such matters.

     5.3 Confidentiality.  This Agreement,  the negotiations of the parties, the
data and  information  furnished  by either  party to the  other,  and the terms
hereof  shall  remain  confidential  and shall not be  disclosed by either party
without  the  express  prior  written  consent of the other  party  hereto.  The
provisions  of this  section,  however,  shall not apply to any  disclosures  or
statements  required to be made by law or  regulation  of any federal,  state or
local government  agency. In addition,  Seller shall not provide any information
about the  Subject  Property,  with the intent or for the  purpose of selling or
soliciting  any offer for the purchase of the Subject  Property,  or any portion
thereof, or discuss with any other potential purchaser the possible sale
<PAGE>

of the Subject  Property,  or sell or agree to sell or otherwise  dispose of any
interest  in the  Subject  Property;  provided  however,  Seller  may advise any
potential  purchaser of the Subject  Property (or any portion thereof) with whom
Seller has  negotiated  prior to the date of this  Agreement for the purchase of
the Subject Property (or any portion thereof) that a Purchase  Agreement for the
sale of the Subject Property is pending.

     5.4  Assignment.  The rights and interest of Buyer under this Agreement may
be  assigned  by Buyer  without the  written  consent of Seller,  provided  that
Buyer's  assignee  assumes all of the obligations of Buyer under this Agreement,
and provided further that such assignee is an entity,  the controlling  interest
of which is held by the holders of the  controlling  interest  of Buyer.  In the
event of an assignment,  the  assignee(s)  shall assume all  obligations of this
Agreement  and  confirm  all  its   representations   and   warranties  and  SGD
Investments,  Inc.,  as Buyer,  shall have no further  obligation  or  liability
hereunder.

     5.5  Governing  Law.  This  Agreement  shall  be  construed  under  and  in
accordance  with the laws of the State of Nebraska  and all  obligations  of the
parties are performable in Douglas County, Nebraska. The exclusive venue for any
disputes hereunder shall be Douglas County, Nebraska.

     5.6 Parties.  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their  respective  heirs,  executors,  administrators,
legal representatives, successors and assigns where permitted by this Agreement.

     5.7  Entire  Agreement.   This  Agreement  supersedes  any  and  all  other
agreements,  either oral or written,  between the parties hereto with respect to
the subject  matter  hereof and contains  all of the  covenants  and  agreements
between the parties with respect to this matter. Each party acknowledges that no
representations,  inducements,  promises, or agreements, oral or otherwise, have
been made by any party,  or anyone acting on behalf of any party,  which are not
embodied  herein,  and  that no  other  agreement,  statement,  or  promise  not
contained in this  Agreement  shall be valid or binding  upon the  parties.  Any
change  hereto  shall be effective  only if in writing and duly  executed by the
respective parties.

     5.8  Attorneys'  Fees.  In the event of any  litigation in relation to this
Agreement,  the prevailing  party,  in addition to all other sums that the other
party may be required to pay,  shall recover a reasonable sum for the prevailing
party's attorney's fees and costs.

     5.9 Time. Time is of the essence of this Agreement.

     5.10 Brokers. Grubb & Ellis Pacific Realty has acted as broker on behalf of
Seller,  and  Seller  shall be solely  responsible  for and pay all real  estate
commissions  due such broker,  which shall not exceed one and  one-half  percent
(1.5%) of the  Purchase  Price.  The real  estate  commission  and fees shall be
payable at Closing,  but contingent upon this transaction  being closed.  Seller
hereby agrees to defend,  indemnify and hold harmless Buyer from and against any
claims by third  parties  with whom  Seller  worked for  brokerage  commissions,
finders'  or other fees  relative to this  Agreement  or the sale of the Subject
Property and any court costs, attorneys' fees or other costs or expenses arising
therefrom  and alleged to be due by  authorization  of the Seller.  Buyer hereby
agrees to defend, indemnify and hold Seller harmless from and against any claims
by third parties with whom Buyer worked for brokerage  commissions,  finders' or
other fees relative to this Agreement or the sale of the Subject Property
<PAGE>

and any  court  costs,  attorneys'  fees or  other  costs  or  expenses  arising
therefrom and alleged to be due by authorization of the Buyer.

     5.11 No Merger.  The  provisions of this  Agreement  containing  agreements
between the parties  relating to actions  occurring  after  Closing shall not be
merged  into the  instruments  of Closing  but shall  expressly  survive  and be
enforceable according to their terms.

     5.12  Notices.  Except as may be  otherwise  specifically  provided in this
Agreement,  all notices required or permitted  hereunder shall be in writing and
unless personal delivery is effected, shall be deemed delivered upon (i) deposit
in the United States Mail, postage prepaid, registered or certified mail, return
receipt  requested or Express Mail, or (ii) delivery  prepaid to Federal Express
or other  overnight  delivery  service for next-day  delivery,  addressed to the
parties at the respective  addresses set forth below or at such other  addresses
as may be later specified by written notice delivered in accordance herewith, or
(iii) facsimile  addressed to the party at the facsimile  number set forth below
and mailing in the manner set forth in (i) above.

  SELLER:                        With Copies To:

  ACI FINANCING, L.L.C.          ROBERT B. THOMSON
  104 Armour Road                4324 Belleview, Suite 201
  North Kansas City, MO  64166   Kansas City, MO  64111
  Attn: Danley Sheldon           Fax:  (816) 531-6828
  Fax:  (816) 221-1829

  BUYER:                         With Copies To:

  SGD INVESTMENTS, INC.          MCGILL, GOTSDINER, WORKMAN & LEPP, P.C., L.L.O.
  6336 Pershing Drive            11404 West Dodge Road, # 500
  Omaha, NE  68110-1122          Omaha, NE  68154-2584
  Attn:  Jerry G. Banks          Attn:  Gary M. Gotsdiner, Esq.
  Fax:  (402) 457-8579           Fax:  (402) 492-9222

     5.13 Holidays.  If any date for the  performance of any matter set forth in
this  Agreement  falls on a Saturday,  Sunday or legal  holiday,  then that date
shall be  extended  to the next day  which is not a  Saturday,  Sunday  or legal
holiday.

     5.14 Section  Headings.  The headings  assigned to various portions of this
Agreement  are for  convenience  only and shall not alter the  substance of this
Agreement.

     5.15  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts  and  each  shall be  deemed  to  constitute  an  original  for all
purposes.

     5.16 Interpretation. Buyer and Seller hereby acknowledge that each has been
represented by legal counsel in the  negotiation,  execution and  implementation
hereof;  and accordingly the terms or provisions hereof shall be interpreted and
construed in a commercially  reasonable  manner and not against the interests of
the drafter of this Agreement.

     5.17  Best  Knowledge  of  Seller.  Reference  in  this  Agreement,  or the
schedules  hereto, to Seller's "best knowledge" shall refer to (a) such facts of
which  Seller  (its  officers,  directors  and  primary  operators)  has  actual
knowledge  after  reasonable  inquiry and  investigation,  and (b) such facts of
which Seller has theretofore received written notice or correspondence.
<PAGE>

     5.18 Facsimile  Signatures and Initials.  Facsimile signatures and initials
on this Agreement and Schedules shall be binding and enforceable.

     5.19 Interest Earned on Earnest Money. In the event the Earnest Money shall
for any reason be refunded  to Buyer,  or if provided  hereunder,  delivered  to
Seller in connection  with a termination of this  Agreement,  Buyer shall in all
events be entitled to all interest and other amounts earned thereon.

     5.20  Amendment.  This Agreement may be amended or modified only by written
document executed by Buyer (or its permitted  assignee) and Seller;  and, Escrow
Agent need not sign any such amendment in order for it to be effective.

     5.21 Pending Litigation. It is specifically agreed that Seller shall in all
events remain liable for any liability  relating to or arising out of claims and
litigation  pending  as of the  Closing  Date (if any)  regardless  of when such
liability  shall  arise,  which  liability  shall  include  without  limitation,
liability for insurance deductibles and uninsured losses.

                  [Remainder of page intentionally left blank]
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.


SELLER:

ACI FINANCING, L.L.C.



By:      /s/ Danley K. Sheldon

Name:    Danley K. Sheldon

Title:   CEO

Date:    10/14/02




BUYER:

SGD INVESTMENT, INC., a Nebraska corporation


By:      /s/ Jerry G. Banks

Name:    Jerry G. Banks

Title:   Secretary

Date:    10/15/02




<PAGE>





                            Effective Date Acceptance
                              By the Title Company

     The Effective  Date of this Agreement as defined in Section 1.2D is October
16, 2002. The Title Company hereby acknowledges receipt of a fully executed copy
of the foregoing Purchase Agreement and the Earnest Money referred to in Section
1.2B and agrees to accept,  hold,  and return the Earnest Money and disburse any
funds received hereunder in accordance with the provisions of this Agreement and
specifically with respect to Section 4.15 herein.


                            ASSURED QUALITY TITLE CO.


By:      /s/ Roger A. Dains

Name:    Roger A. Dains

Title:   Vice President

Date:    10/16/02






</TEXT>
</DOCUMENT>
