T REIT INC
EX-10.01
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>3
<FILENAME>a97670exv10w01.txt
<DESCRIPTION>EX-10.01
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.01

                         AGREEMENT FOR PURCHASE AND SALE
                    OF REAL PROPERTY AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this 5th day of March, 2004, by and
between TREIT - Gateway Mall ND Fee, LLC, a Delaware limited liability company
(the "Seller"), and VP Investments, L.L.C., a Utah limited liability company
("Buyer"), with reference to the following facts:

         A.       Seller is owner of fee simple title in the real property
                  located in Burleigh County, North Dakota commonly known as
                  Gateway Mall and more specifically described in Exhibit A
                  attached hereto (the "Real Property") and such other assets,
                  as the same are herein described.

         B.       Seller desires to sell to Buyer and Buyer desires to purchase
                  from Seller the Land and the associated assets.

NOW, THEREFORE, in consideration of the mutual covenants, premises and
agreements herein contained, the parties hereto do hereby agree as follows:

1.       Purchase and Sale.

         1.1.     The purchase and sale includes, and at Close of Escrow
                  (hereinafter defined) Seller shall sell, transfer, grant and
                  assign to Buyer, Seller's entire right and interest in and to
                  all of the following (hereinafter sometimes collectively, the
                  "Property"):

                  1.1.1.   The Land, all easements, development rights, rights
                           of way, and other rights appurtenant to the Land;

                  1.1.2    To the extent owned by Seller, all structures,
                           buildings, improvements, machinery, fixtures, and
                           equipment affixed or attached to the Land and, (all
                           items listed in sections 1.1.1 ands 1.1.2 are
                           collectively referred to herein as the "Real
                           Property");

                  1.1.3.   All of the Seller's rights, title and interest as
                           "lessor" of the leasehold estate and interest created
                           by those ground leases dated October 1, 1990, more
                           fully described in Exhibit "B" attached hereto and
                           made a part hereof by reference (the "Ground Lease")
                           with TREIT - Gateway Mall ND, LLC, a Delaware limited
                           liability company ("Ground Lessee")

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                  1.1.4    All tangible and intangible personal property owned
                           by Seller located on or used in connection with the
                           Real Property, including, specifically, without
                           limitation, equipment, furniture, tools and supplies,
                           any website maintained by the Seller and all related
                           intangibles including Seller's interest in the name
                           "Gateway Mall" (the "Personal Property");

                  1.1.5    All service contracts, agreements, warranties and
                           guaranties relating to the operation, use or
                           maintenance of the Property (the "Contracts"); and

                  1.1.6.   To the extent transferable, all building permits,
                           certificates of occupancy and other certificates,
                           permits, licenses and approvals relating to the
                           Property (the "Permits").

2.       Purchase Price.

         The total Purchase Price of the Property shall be ELEVEN MILLION SIX
         HUNDRED THOUSAND Dollars ($11,600,000.00) ("Purchase Price") payable as
         follows:

         2.1.     Deposit/Further Payments/Down Payment.

                  2.1.1.   Within one (1) business days following a fully
                           executed original of this Agreement is delivered to
                           the Escrow Holder (such delivery date hereafter the
                           "EFFECTIVE DATE"), Buyer shall deposit into Escrow
                           (hereinafter defined) the amount of Fifty Thousand
                           And No/100 Dollars ($50,000) (the "Deposit") in the
                           form of a wire transfer payable to Chicago Title
                           Company, 560 E. Hospitality Lane, San Bernardino,
                           California 92408, Attn: Kandy Knotts (800) 722-0824
                           (Telephone), (909) 384-7876 (Fax) ("Escrow Holder").
                           Escrow Holder shall place the Deposit into an
                           interest bearing money market account at a bank or
                           other financial institution reasonably satisfactory
                           to Buyer, and interest thereon shall be credited to
                           Buyer's account. In the event this Agreement is
                           terminated by Buyer in accordance with its terms, the
                           Deposit (hereinafter defined) shall be immediately
                           and automatically paid over to Buyer without the need
                           for any further action by either party hereto.

                  2.1.1.   Buyer's principal, Ralph R. Moffat ("Moffat") shall
                           execute a Promissory Note in the form attached hereto
                           as Exhibit B secured by a Pledge Agreement in the
                           form attached hereto as Exhibit C, in favor of the
                           Seller for the principal sum of Eight

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                           Million Six Hundred Thousand Dollars ($8,700,000).
                           Said Note shall bear the interest at the rate of six
                           percent (6%) per annum, payable with monthly
                           interest-only payments commencing on the 1st day of
                           each calendar month and continuing monthly thereafter
                           until the earlier of (a) the tenth anniversary of the
                           execution of the Note or (b) the date the Ground
                           Lessee's existing financing with American Express is
                           paid off, at which time the entire unpaid principal
                           and any accrued interest shall be come due and
                           payable in full.

                  2.1.3.   At the Close of Escrow, Moffat shall instruct the
                           Escrow Holder to mark that certain promissory note,
                           dated February 17, 2004 executed by Seller's
                           affiliate, Triple Net Properties, LLC, a Virginia
                           limited liability company for the benefit of Moffat,
                           in the original principal amount of Three Million
                           Dollars ($3,000,000) (the "Triple Net Note") as "PAID
                           IN FULL" and to deliver the Triple Net Note to
                           Seller.

                  2.1.4.   At the Close of Escrow, Buyer shall receive from
                           Escrow a return of any monies paid pursuant to this
                           Section 2 in excess of the Purchase Price, after
                           adjustments for closing costs and prorations, as
                           provided in this Agreement. In the event there is any
                           deficiency, Buyer will deposit the balance of the
                           Purchase Price, by wire transfer payable to Escrow
                           Holder.

2.       Title to Property.

         2.2.     Title Insurance.

                  Seller will, at Seller's sole expense, cause Escrow Holder to
                  issue a commitment for an Extended Coverage ALTA owner's
                  Policy of Title Insurance (the "Title Policy") for and on
                  behalf of Buyer in the total amount of the Purchase Price and
                  obtainable at standard rates insuring good, marketable and
                  insurable title in and to the Real Property. The Title Policy
                  is to be free and clear of encumbrances except as follows:

                  2.2.1.   Real property taxes and assessments, which are a lien
                           not yet due;

                  2.2.2.   The permitted exceptions included in such policy and
                           approved by Buyer as herein described.

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         2.3.     Procedure for Approval of Title.

                  Seller has provided to Buyer a current title insurance
                  commitment and/or preliminary title report for the Real
                  Property, including good and legible copies of all related
                  items certified as exceptions thereto (the "Title Documents").
                  During the Inspection Period (hereafter defined) Buyer shall
                  review and approve the Title Documents (hereinafter defined)
                  and the Survey (hereinafter defined). If the Title Documents
                  reflect or disclose any defect, exception or other matter
                  affecting the Property ("Title Defects") that is unacceptable
                  to Buyer, then prior to the expiration of the Inspection
                  Period, then Buyer shall be entitled, as Buyer's sole and
                  exclusive remedies, either to (i) terminate this Agreement and
                  obtain a refund of the Deposit by providing written notice of
                  termination to Seller or (ii) waive the objections and close
                  this transaction as otherwise contemplated herein. Any
                  exceptions to title or other conditions or matters which have
                  been approved or waived by Buyer and which are shown on the
                  Survey or described in the Title Report shall be deemed
                  "Permitted Exceptions."

3.       Due Diligence Items.

         3.1.     Seller and Buyer acknowledge that Seller has delivered to
                  Buyer each of the following (collectively, the "Due Diligence
                  Items"):

                  3.1.1.   The existing survey of the Real Property that Seller
                           has in its possession ("Survey"). In the event Buyer
                           desires to update the Survey, Buyer may do so at its
                           own cost and expense;

                  3.1.2.   Copies of the Ground Leases and Subleases presently
                           in effect with respect to the Real Property, together
                           with any amendments or modifications thereof;

                  3.1.3.   A "rent roll" with respect to the Real Property for
                           the calendar month immediately preceding the
                           Effective Date, showing with respect to each Tenant
                           of the Real Property: (1) the name of the Tenant, (2)
                           the number of rentable square feet in Tenant's
                           premises as set forth in Tenant's Lease, (3) the
                           current monthly base rental payable by such Tenant,
                           (4) the term of the Lease, (5) any available options
                           for the Tenant under the Lease; and (6) the amount of
                           any security deposit;

                  3.1.4.   A "rent roll" current as of December 2001, 2002, 2003
                           and year to date;

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                  3.1.5.   An aging report showing, with respect to each Tenant
                           of the Real Property, the date through which such
                           Tenant has paid Rent and a Tenant by Tenant monthly
                           aging report for the proceeding 24 months;

                  3.1.6.   A list of all contracts, including service contracts,
                           warranties, management, maintenance, leasing
                           commission or other agreements affecting the Real
                           Property, if any, together with copies of the same;

                  3.1.7.   All site plans, leasing plans, as-built plans,
                           drawings, environmental, mechanical, electrical,
                           structural, soils and similar reports and/or audits
                           and plans and specifications relative to the Property
                           in the possession of Seller, if any, shall be made
                           available for inspection at Seller's offices;

                  3.1.8.   True and correct copies of the real estate and
                           personal property tax statements covering the
                           Property or any part thereof for each of the two (2)
                           years prior to the current year and, if available,
                           for the current year;

                  3.1.9.   A schedule of all current or pending litigation with
                           respect to the property or any part thereof, if any;

                  3.1.10.  Operating statements for the Real Property for
                           calendar years 2001, 2002, 2003 and 2004 year to
                           date, or if shorter, for any periods during which
                           Seller was owner of the Real Property;

                  3.1.11.  Copies of Tenant files and records relating to the
                           ownership and operation of the Real Property
                           (provided, however, with Buyer's consent such files
                           and records may be made available for inspection by
                           Buyer during ordinary business hours at Seller's
                           management office);

                  3.1.12. An inventory of all personal property located on the
                  Property, used in the maintenance of the Property or stored
                  for future use at the Property and an inventory of all
                  furniture and appliances used in the units, if any.

                  3.1.13.  Copies of utility bills for the Real Property for the
                             calendar years 2001, 2002, 2003 and 2004 year to
                             date;

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4.       Inspections.

         Buyer, at its sole expense, shall have the right to conduct
         feasibility, environmental, engineering and physical studies or other
         tests (the "Inspections") of the Property at any time during the
         Inspection Period (hereinafter defined). Buyer, and its duly authorized
         agents or representatives, shall be permitted to enter upon the
         Property at all reasonable times during the Inspection Period in order
         to conduct engineering studies, soil tests and any other Inspections
         and/or tests that Buyer may deem necessary or advisable. Buyer must
         arrange all Inspections of the Property with Seller at least one (1)
         business day in advance of any Inspections. In the event that the
         review and/or Inspection conducted pursuant to this paragraph shows any
         fact, matter or condition to exist with respect to the Property that is
         unacceptable to Buyer, in Buyer's sole subjective discretion, then
         Buyer shall be entitled, as its sole and exclusive remedy, to (1)
         terminate this Agreement and obtain a refund of the Deposit, or (2)
         waive the objection, and close the transaction as otherwise
         contemplated herein. Buyer agrees to promptly discharge any liens that
         may be imposed against the Property as a result of the Inspections and
         to defend, indemnify and hold Seller harmless from all, claims, suits,
         losses, costs, expenses (including without limitation court costs and
         attorneys' fees), liabilities, judgments and damages incurred by Seller
         as a result of any Inspections.

         4.1.     Approval.

                  4.1.3.   Buyer shall have until Monday March 8, 2004
                           ("Inspection Period") to approve or disapprove the
                           Inspections. If Buyer shall fail to notify Seller and
                           Escrow Holder of its approval of the Inspections in
                           writing within the Inspection Period, the condition
                           of the Property shall be deemed disapproved. If Buyer
                           shall disapprove or be deemed to disapprove the
                           Inspections within the Inspection Period, this
                           Agreement and the Escrow shall thereupon be
                           terminated. Buyer shall not be entitled to purchase
                           the Property, Seller shall not be obligated to sell
                           the Property to Buyer and the parties shall be
                           relieved of any further obligation to each other with
                           respect to the Property, except as provided in
                           Paragraph 5.

                  4.1.4.   Notwithstanding anything to the contrary contained
                           herein, Buyer hereby agrees that, in the event this
                           Agreement is terminated for any reason, then Buyer
                           shall promptly and at its sole expense return to
                           Seller all Due Diligence Items which have been
                           delivered by Seller to Buyer in connection with the
                           Inspections, along with copies of all reports,
                           drawings, plans,

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                           studies, summaries, surveys, maps and other data
                           prepared by or for Buyer's right to make any such
                           materials available to Seller that are imposed in any
                           agreement with a third party consultant preparing any
                           such reports or materials ("Buyer's Reports"). Buyer
                           shall cooperate with Seller at no expense to Buyer in
                           order to obtain a waiver of any such limitations.

                  4.1.5.   Notwithstanding any contrary provision of this
                           Agreement, Buyer acknowledges that Seller is not
                           representing or warranting that any of the Due
                           Diligence Items prepared by third parties are
                           accurate or complete, such as the Survey, engineering
                           reports and the like. Seller advises Buyer to
                           independently verify the facts and conclusions set
                           forth therein, provided however, Seller warrants that
                           it has no knowledge of any material errors or
                           misstatements in such information regarding the
                           Property.

5.       Escrow.

         5.1.     Opening.

                  Purchase and sale of the Property shall be consummated through
                  an escrow ("Escrow") to be opened with Escrow Holder within
                  one (1) business day after the execution of this Agreement by
                  Seller and Buyer. Escrow shall be deemed to be opened as of
                  the date fully executed copies (or counterparts) of this
                  Agreement are delivered to Escrow Holder by Buyer and Seller
                  ("Opening of Escrow"). This Agreement shall be considered as
                  the Escrow instructions between the parties, with such further
                  instructions as Escrow Holder shall require in order to
                  clarify its duties and responsibilities. If Escrow Holder
                  shall require further Escrow instructions, Escrow Holder may
                  prepare such instructions on its usual form. Such further
                  instructions shall be promptly signed by Buyer and Seller and
                  returned to Escrow Holder promptly. In the event of any
                  conflict between the terms and conditions of this Agreement
                  and such further instructions, the terms and conditions of
                  this Agreement shall control.

         5.2.     Close of Escrow.

                  Escrow shall close ("Close of Escrow") on or before March 9,
                  2004.

         5.3.     Buyer Required to Deliver.

                  Buyer shall deliver to Escrow the following:

                  5.3.1.   Concurrently with the Opening of Escrow, the Deposit;

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                  5.3.2.   On or before Close of Escrow, the payment required by
                           Paragraph 2.1.2; provided, however that Buyer shall
                           not be required to deposit the amount specified in
                           Paragraph 2.1.2 until Buyer has been notified by
                           Escrow Holder that (i) Seller has delivered to Escrow
                           each of the documents and instruments to be delivered
                           by Seller in connection with Buyer's purchase of the
                           Property, (ii) Title Company has committed to issue
                           and deliver the Title Policy to Buyer and Seller and
                           (iii) the only impediment to Close of Escrow is
                           delivery of such amount by or on behalf of Buyer;

                  5.3.3.   On or before Close of Escrow, such other documents as
                           Title Company may require from Buyer in order to
                           issue the Title Policy;

                  5.3.4.   An original assignment and assumption agreement (the
                           "Assignment and Assumption Agreement") duly executed
                           by Seller assigning and conveying to Buyer all of
                           Seller's right, title and interest in and to the
                           Ground Lease and the Contracts. All other Contracts
                           shall be terminated by Seller effective as of the
                           Close of Escrow at Seller's sole cost and expense,
                           and proof thereof shall be delivered by Seller at the
                           Close of Escrow;

                  5.3.5.   The executed Note;

                  5.3.6.   The Triple Net Note, together with escrow
                           instructions from Moffat, authorizing the Escrow
                           Holder to mark the Triple Net Note as "PAID IN FULL"
                           upon satisfaction of the conditions to Closing and
                           delivery of the Deed to the Buyer.

                  5.3.7.   The Pledge Agreement, executed by Moffat;

                  5.3.8.   A counterpart original of the REA; and

                  5.3.9.   A counterpart original of the Assignment of
                           Membership Interests (hereafter defined), executed by
                           Buyer.

         5.4.     Seller Required to Deliver.

                  On or before Close of Escrow, Seller shall deliver to Escrow
                  the following:

                  5.4.1. A duly executed and acknowledged grant deed, conveying
                  fee title to the Property in favor of Buyer (the "Deed");

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                  5.4.2.   An executed Certificate of Non-Foreign Status;

                  5.4.3.   A bill of sale or other assignment of the Personal
                           Property, if any, in favor of Buyer and duly executed
                           by Seller;

                  5.4.4.   Such other documents as Title Company may require
                           from Seller in order to issue the Title Policy;

                  5.4.5.   To Buyer, the original Ground Lease ;

                  5.4.6.   Seller shall deliver to Buyer all keys to all
                           buildings and other improvements located on the
                           Property, combinations to any safes thereon, and
                           security devices therein in Seller's possession;

                  5.4.7.   Seller shall deliver all records and files relating
                           to the management or operation of the Property,
                           including, without limitation, all insurance
                           policies, all security contracts, all tenant files
                           (including correspondence), property tax bills, and
                           all calculations used to prepare statements of rental
                           increases under the Leases and statements of common
                           area charges, insurance, property taxes and other
                           charges which are paid by tenants of the Project; and

                  5.4.8.   A counterpart original of the Assignment and
                           Assumption Agreement. 5.4.9. A counterpart original
                           of the REA.

                  5.4.10.  A counterpart original of the Assignment of
                           Membership Interests (hereafter defined), executed by
                           TREIT, LP.

         5.5.     Buyer's Costs.

                  Buyer shall pay the following:

                  5.5.1    One-half (1/2) of Escrow Holder's fees, costs and
                           expenses

                  5.5.2 All other costs customarily borne by purchasers of real
                  property in Burleigh County, North Dakota, including payment
                  for real property taxes for calendar year 2003;

                  5.5.3.   If Buyer elects to obtain extended coverage title
                           insurance, the amount by which the premium for an
                           extended coverage policy of

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                           title insurance in the amount of the Purchase Price
                           exceeds the premium for the Title Policy.

         5.6.     Seller's Costs.

                  Seller shall pay the following:

                  5.6.3.   One-half (1/2) of Escrow Holder's fees, costs and
                           expenses;

                  5.6.4.   All other costs customarily borne by sellers of real
                           property in Burleigh County, North Dakota; and.

                  5.6.5.   Title Company's premium for the Title Policy.

         5.7.     Prorations.

                  5.7.1 Real property taxes, assessments, and CAM expenses shall
         be prorated through Escrow between Buyer and Seller as of Close of
         Escrow, as if the ground leasehold as well as the fee were being
         transferred to the Buyer.

                  5.7.2 Deleted.

                  5.7.3    Any delinquent CAM collected by Buyer shall be paid
                           to Seller. Seller shall have the right to pursue any
                           Tenant for delinquent CAM, but shall not cause a
                           Tenant to be delinquent for their current CAM or
                           become financially unstable. Tax and assessment
                           prorations shall be based on the latest available tax
                           bill. If, after Close of Escrow, Buyer receives any
                           further or supplemental tax bill relating to any
                           period prior to Close of Escrow, or Seller receives
                           any further or supplemental tax bill relating to any
                           period after Close of Escrow, the recipient shall
                           promptly deliver a copy of such tax bill to the other
                           party, and not later than ten (10) days prior to the
                           delinquency date shown on such tax bill Buyer and
                           Seller shall deliver to the taxing authority their
                           respective shares of such tax bill, prorated as of
                           Close of Escrow.

                           Percentage Rents. Any percentage rents due or paid
                           under any of the Subleases ("Percentage Rents") shall
                           be prorated between Buyer and Seller outside of
                           Escrow as of the date of Close of Escrow on a
                           Sublease-by-Sublease basis, as follows: (a) Seller
                           shall be entitled to receive the portion of the
                           Percentage Rent under each Sublease for the Lease
                           Year in which Close of Escrow occurs, which portion
                           shall be the ratio of the number of days of

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                           said Lease Year in which Seller was Landlord under a
                           Sublease to the total of number of days in said Lease
                           Year, and (b) Buyer shall receive the balance of
                           Percentage Rent paid under each Sublease 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 /or any full or
                           partial payment of Percentage Rent from any subleases
                           of the Property, the party receiving the same shall
                           promptly provide to the other party a copy of the
                           Gross Sales Report and/or a check for the other
                           party's prorate share of the Percentage Rent within
                           five (5) days of the receipt thereof. Nothing
                           contained herein shall be deemed or construed to
                           require either Buyer or Seller to pay to the other
                           party its 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.

                  5.7.4.   All leasing commissions owing and tenant improvements
                           with respect to the Property transactions entered
                           into prior to execution of this Agreement shall be
                           paid by Seller, and Seller shall indemnify and hold
                           Buyer harmless for Lease commission claims brought
                           against the Property arising therefrom. All leasing
                           commissions for new Leases and for Lease renewals and
                           expansion options executed after the date of this
                           Agreement shall be prorated between Buyer and Seller
                           as their respective periods of ownership bear to the
                           primary term of the new Lease.

                  5.7.5.   Seller agrees to indemnify and hold Buyer harmless of
                           and from any and all liabilities, claims, demands,
                           suits, and judgments, of any kind or nature,
                           including court costs and reasonable attorneys' fees
                           (except those items which under the terms of this
                           Agreement specifically become the obligation of
                           Buyer), brought by third parties and based on events
                           occurring on or before the date of closing and which
                           are in any way related to the Property, and all
                           expenses related thereto, including but not limited
                           to court costs and attorneys' fees.

                  5.7.6.   Buyer agrees to indemnify and hold Seller harmless of
                           and from any and all liabilities, claims, demands,
                           suits and judgments, of any kind or nature, including
                           court costs and reasonable attorneys' fees, brought
                           by third parties and based on events occurring
                           subsequent to the date of closing and which are in
                           any

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                           way related to the Property, and all expenses related
                           thereto, including, but not limited to, court costs
                           and attorneys' fees.

6.       Representations, Warranties, and Covenants.

         Seller hereby represents and warrants as of the date hereof to Buyer as
         follows, to the best knowledge of Seller, defined as the actual
         knowledge, without investigation, of Anthony W. Thompson:

         6.1.     Seller is a limited liability company duly formed and validly
                  existing under the laws of the State of Delaware. Seller has
                  full power and authority to enter into this Agreement, to
                  perform this Agreement and to consummate the transactions
                  contemplated hereby. The execution, delivery and performance
                  of this Agreement and all documents contemplated hereby by
                  Seller have been duly and validly authorized by all necessary
                  action on the part of Seller and all required consents and
                  approvals have been duly obtained. This Agreement is a legal,
                  valid and binding obligation of Seller, enforceable against
                  Seller in accordance with its terms, subject to the effect of
                  applicable bankruptcy, insolvency, reorganization,
                  arrangement, moratorium or other similar laws affecting the
                  rights of creditors generally.

         6.2      There are no outstanding rights of first refusal, rights of
                  reverter or option relating to the Property or any interest
                  therein, except that a subtenant of the Ground Lessee,
                  Paradiso, has a right of refusal as to the Burger King outlot
                  in the event the Ground Lease is to be conveyed. To Seller's
                  knowledge, there are no unrecorded or undisclosed documents or
                  other matters which affect title to the Property.

         6.3.     Seller is not a "foreign person" within the meaning of Section
                  1445(f) of the Internal Revenue Code of 1986, as amended (the
                  "Code").

         6.4.     To Seller's knowledge, defined as the actual knowledge of
                  Anthony W. Thompson, without investigation, (a) Seller has no
                  knowledge of nor received any written notice of violation
                  issued pursuant to any environmental law with respect to the
                  Real Property or any use or condition thereof; (b) Seller has
                  not released and, to the best of Seller's knowledge, there has
                  been no release of, any pollutant or hazardous substance of
                  any kind onto or under the Real Property that affects the Real
                  Property or that would result in the prosecution of any claim,
                  demand, suit, action or administrative proceeding against
                  Buyer as owner of the Real Property based on any environmental
                  requirements of state, local or federal law including, but not
                  limited to, the

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                  Comprehensive Environmental Response Compensation and
                  Liability Act of 1980, U.S.C. 9601 et seq.

         6.5.     Covenants of Seller. Seller hereby covenants as follows:

                  6.5.3.   At all times from the date hereof through the date of
                           the Closing of Escrow in which Seller owns the
                           Property, Seller shall cause to be in force fire and
                           extended coverage insurance upon the Property, and
                           public liability insurance with respect to damage or
                           injury to persons or property occurring on the
                           Property in commercially reasonable amounts, and
                           seller shall not consent to the Ground Lessee
                           reducing its insurance from that currently
                           maintained;

                  6.5.4.   From the date of execution of this Agreement through
                           the date of closing, Seller shall not sell, assign,
                           or convey any right, title or interest whatsoever in
                           or to the Property, or create or permit to attach any
                           lien, security interest, easement, encumbrance,
                           charge, or condition affecting the Property (other
                           than the Permitted Exceptions) without promptly
                           discharging the same prior to closing;

                  6.5.5.   Seller shall not, without Buyer's written approval,
                           (a) amend or waive any right under any Service
                           Contract, or (b) enter into any agreement of any type
                           affecting the Property that would survive the Closing
                           Date.

         7.5      Approval of Property. The consummation of the purchase and
                  sale of the Property pursuant to this Agreement shall be
                  deemed Buyer's acknowledgement that it has had an adequate
                  opportunity to make such legal, factual and other inspections,
                  inquiries and investigations as it deems necessary, desirable
                  or appropriate with respect to the Property. Such inspections,
                  inquiries and investigations of Buyer shall be deemed to
                  include, but shall not be limited to, any leases and contracts
                  pertaining to the Property, the physical components of all
                  portions of the Property, the physical condition of the
                  Property, such state of facts as an accurate survey,
                  environmental report and inspection would show, the present
                  and future zoning ordinance, ordinances, resolutions. Buyer
                  shall not be entitled to and shall not rely upon, Seller or
                  Seller's agents with regard to, and Seller will not make any
                  representation or warranty with respect to: (i) the quality,
                  nature, adequacy or physical condition of the Property
                  including, but not limited to, the structural elements,
                  foundation, roof, appurtenances, access, landscaping, parking
                  facilities, or the electrical,

                                       13
<PAGE>

                  mechanical, HVAC, plumbing, sewage or utility systems,
                  facilities, or appliances at the Property, if any; (ii) the
                  quality, nature, adequacy or physical condition of soils or
                  the existence of ground water at the Property; (iii) the
                  existence, quality, nature, adequacy or physical condition of
                  any utilities serving the Property; (iv) the development
                  potential of the Property, its habitability, merchantability,
                  or the fitness, suitability, or adequacy of the Property for
                  any particular purpose; (v) the zoning or other legal status
                  of the Property; (vi) the Property or its operations'
                  compliance with any applicable codes, laws, regulations,
                  statutes, ordinances, covenants, conditions or restrictions of
                  any governmental or quasi-governmental entity or of any other
                  person or entity; (vii) the quality of any labor or materials
                  relating in any way to the Property; or (viii) the condition
                  of title to the Property or the nature, status and extent of
                  any right-of-way, lease, right of redemption, possession,
                  lien, encumbrance, license, reservation, covenant, condition,
                  restriction, or any other matter affecting the Property except
                  as expressly set forth in this Agreement. EXCEPT AS EXPRESSLY
                  PROVIDED IN THIS AGREEMENT AND THE GRANT DEED, SELLER HAS NOT,
                  DOES NOT, AND WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS
                  WITH RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY DISCLAIMS
                  ANY OTHER IMPLIED WARRANTIES OR WARRANTIES ARISING BY
                  OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY
                  WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR
                  FITNESS FOR A PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER
                  HAS NOT, DOES NOT, AND WILL NOT MAKE ANY REPRESENTATION OR
                  WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL
                  PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS,
                  ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE
                  PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR
                  DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING,
                  WITHOUT LIMITATION, ASBESTOS, PCB AND RADON. BUYER
                  ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER FAMILIAR WITH
                  THIS TYPE OF PROPERTY AND THAT, SUBJECT ONLY TO THE EXPRESS
                  WARRANTIES SET FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS,
                  BUYER WILL BE ACQUIRING THE PROPERTY "AS IS AND WHERE IS, WITH
                  ALL FAULTS," IN ITS PRESENT STATE AND CONDITION, SUBJECT ONLY
                  TO NORMAL WEAR AND TEAR AND BUYER SHALL ASSUME THE RISK THAT
                  ADVERSE MATTERS AND CONDITIONS

                                       14
<PAGE>

                  MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND
                  INVESTIGATIONS. BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT
                  THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
                  COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT
                  OF SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS
                  PARAGRAPH SHALL SURVIVE THE CLOSING, AND NOT MERGE WITH THE
                  PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER SHALL NOT BE
                  LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN
                  STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
                  PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
                  SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET
                  FORTH OR REFERRED TO IN THIS AGREEMENT.

7.       Representations and Warranties of Buyer. Buyer hereby represents and
         warrants to Seller as follows:

         7.1      Buyer has full power and authority to enter into this
                  Agreement, to perform this Agreement and to consummate the
                  transactions contemplated hereby. The execution, delivery and
                  performance of this Agreement and all documents contemplated
                  hereby by Buyer have been duly and validly authorized by all
                  necessary action on the part of Buyer and all required
                  consents and approvals have been duly obtained and will not
                  result in a breach of any of the terms or provisions of, or
                  constitute a default under any indenture, agreement or
                  instrument to which Buyer is a party. This Agreement is a
                  legal, valid and binding obligation of Buyer, enforceable
                  against Buyer in accordance with its terms, subject to the
                  effect of applicable bankruptcy, insolvency, reorganization,
                  arrangement, moratorium or other similar laws affecting the
                  rights of creditors generally.

8.       Conditions Precedent to Closing.

         The obligations of Buyer pursuant to this Agreement shall, at the
         option of Buyer, be subject to the following conditions precedent:

         8.1.     All of the representations, warranties and agreements of
                  Seller set forth in this Agreement shall be true and correct
                  in all material respects as of the date hereof, and Seller
                  shall not have on or prior to closing, failed to meet, comply
                  with or perform in any material respect

                                       15
<PAGE>

                  any conditions or agreements on Seller's part as required by
                  the terms of this Agreement.

         8.2.     There shall be no change in the matters reflected in the Title
                  Report, and there shall not exist any encumbrance or title
                  defect affecting the Property not described in the Title
                  Report except for the Permitted Exceptions or matters to be
                  satisfied at closing.

         8.3.     Seller shall have operated the Property from and after the
                  date hereof in substantially the same manner as prior thereto.

         8.4.     If any such condition is not fully satisfied by closing, Buyer
                  shall so notify Seller and may terminate this Agreement by
                  written notice to Seller whereupon this Agreement may be
                  canceled, upon return of the Due Diligence Items the Deposit
                  shall be paid to Buyer and, thereafter, neither Seller nor
                  Buyer shall have any continuing obligations hereunder.

         8.5.     If Buyer notifies Seller of a failure to satisfy the
                  conditions precedent set forth in this paragraph, Seller may,
                  within five (5) days of receipt of Buyer's Notices agree to
                  satisfy the condition by written notice to Buyer, and Buyer
                  shall thereupon be obligated to close the transaction provided
                  Seller so satisfies such condition. If Seller fails to agree
                  to cure or fails to cure such condition by the Closing Date,
                  this Agreement shall be canceled and the Deposit shall be
                  returned to Buyer and neither party shall have any further
                  liability hereunder.

         8.6.     If Buyer's acquisition of the Property is part of a
                  tax-deferred exchange pursuant to Section 1031 of the Code, it
                  is a condition precedent to the closing of this Escrow that
                  Buyer is able to complete an exchange for all or a portion of
                  its relinquished property pursuant to an Exchange Agreement
                  between Buyer and Accommodator. Seller agrees to execute such
                  documents or instruments as may be necessary or appropriate to
                  evidence such exchange, provided that Seller's cooperation in
                  such regard shall be at no additional cost, expense, or
                  liability whatsoever to Seller, and that no additional delays
                  in the scheduled Close of Escrow are incurred unless mutually
                  agreed upon by all parties to this Agreement.

9.       Damage or Destruction Prior to Close of Escrow.

         In the event that the Property should be damaged by any casualty prior
         to the Close of Escrow, then if the cost of repairing such damage, as
         estimated

                                       16
<PAGE>

         by an architect or contractor retained pursuant to the mutual agreement
         of the parties, is:

         9.1.     Less than Two Hundred Fifty Thousand Dollars ($250,000), the
                  Close of Escrow shall proceed as scheduled and any insurance
                  proceeds shall be distributed to Buyer to the extent not
                  expended by Seller for restoration;

or if said cost is:

         9.2.     Greater than Two Hundred Fifty Thousand Dollars ($250,000),
                  then either Seller or Buyer may elect to terminate this
                  Agreement, in which case upon return of the Due Diligence
                  Items the Deposit shall be returned to Buyer and neither party
                  shall have any further obligation to the other except for
                  Buyer's indemnification obligations under Paragraph 5.

10.      Eminent Domain.

         10.1.    If, before the Close of Escrow, proceedings are commenced for
                  the taking by exercise of the power of eminent domain of all
                  or a material part of the Property which, as reasonably
                  determined by Buyer, would render the Property unacceptable to
                  Buyer or unsuitable for Buyer's intended use, Buyer shall have
                  the right, by giving notice to Seller within thirty (30) days
                  after Seller gives notice of the commencement of such
                  proceedings to Buyer, to terminate this Agreement, in which
                  event this Agreement shall terminate, the Deposit shall be
                  returned to Buyer and neither party shall have any further
                  obligation to the other except for Buyer's indemnification
                  under Paragraph 5. If, before the Close of Escrow, proceedings
                  are commenced for the taking by exercise of the power of
                  eminent domain of less than such a material part of the
                  Property, or if Buyer has the right to terminate this
                  Agreement pursuant to the preceding sentence but Buyer does
                  not exercise such right, then this Agreement shall remain in
                  full force and effect and, at the Close of Escrow, the
                  condemnation award (or, if not therefore received, the right
                  to receive such portion of the award) payable on account of
                  the taking shall be transferred in the same manner as title to
                  the Property is conveyed. Seller shall give notice to Buyer
                  within three (3) business days after Seller's receiving notice
                  of the commencement of any proceedings for the taking by
                  exercise of the power of eminent domain of all or any part of
                  the Property.

                                       17
<PAGE>

11.      Notices.

         11.1.    All notices, demands, or other communications of any type
                  given by any party hereunder, whether required by this
                  Agreement or in any way related to the transaction contracted
                  for herein, shall be void and of no effect unless given in
                  accordance with the provisions of this Paragraph. All notices
                  shall be in writing and delivered to the person to whom the
                  notice is directed, either in person, by United States Mail,
                  as a registered or certified item, return receipt requested by
                  telecopy or by Federal Express. Notices delivered by mail
                  shall be deemed given when received. Notices by telecopy or
                  Federal Express shall be deemed received on the business day
                  following transmission. Notices shall be given to the
                  following addresses:

                  Seller:                 Treit - Gateway Mall ND Fee, LLC
                                          Attn: Alex Vellandi and Theresa Hutton
                                          Triple Net Properties, LLC
                                          1551 N. Tustin Ave. # 200
                                          Santa Ana, CA  92705
                                          (714) 667-8252
                                          (714)918-9102 fax

                  With Required Copy to:  Louis J. Rogers, Esq.
                                          Hirschler Fleischer
                                          The Federal Reserve Bank Building,
                                          15(th) Floor
                                          701 East Byrd Street
                                          Richmond, VA  23219
                                          (804) 771-9567
                                          (804) 644-0957 fax

                  Buyer:                  Ralph R. Moffat
                                          VP Investments, L.L.C.
                                          4544 Holladay Blvd.
                                          Salt Lake City, UT 84117

                  With Required Copy to:  Matthew Wirthlin
                                          Holland & Hart
                                          60 E. South Temple, #2000
                                          Salt Lake City, UT  84111
                                          801-595-7827
                                          801-364-9124 fax

                                       18
<PAGE>

12.      Remedies.

         12.1.    Defaults by Seller. If there is any default by Seller under
                  this Agreement, following notice to Seller and seven (7) days,
                  during which period Seller may cure the default, Buyer may, at
                  its option, (a) declare this Agreement terminated in which
                  case the Deposit shall be returned to Buyer or (b) treat this
                  Agreement as being in full force and effect and bring an
                  action against Seller for specific performance.

         12.2.    Defaults by Buyer. If there is any default by Buyer under this
                  Agreement, following notice to Buyer and seven (7) days,
                  during which period Buyer may cure the default, then Seller
                  may, as its sole remedy, declare this Agreement terminated, in
                  which case the Deposit shall be paid to Seller as liquidated
                  damages and each party shall thereupon be relieved of all
                  further obligations and liabilities, except any which survive
                  termination. In the event this Agreement is terminated due to
                  the default of Buyer hereunder, Buyer shall deliver to Seller,
                  at no cost to Seller, the Due Diligence Items and all of
                  Buyer's Reports.

         12.3.    ARBITRATION OF DISPUTES. ANY CLAIM, CONTROVERSY OR DISPUTE,
                  WHETHER SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD,
                  MISREPRESENTATION OR OTHER LEGAL THEORY, RELATED DIRECTLY OR
                  INDIRECTLY TO THIS AGREEMENT, WHENEVER BROUGHT AND WHETHER
                  BETWEEN THE PARTIES TO THIS AGREEMENT OR BETWEEN ONE OF THE
                  PARTIES TO THIS AGREEMENT AND THE EMPLOYEES, AGENTS OR
                  AFFILIATED BUSINESSES OF THE OTHER PARTY, SHALL BE RESOLVED BY
                  ARBITRATION AS PRESCRIBED IN THIS SECTION. THE FEDERAL
                  ARBITRATION ACT, 9 U.S.C. Sections 1-15, NOT STATE LAW, SHALL
                  GOVERN THE ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF
                  THE ARBITRATOR AS TO ARBITRABILITY SHALL BE FINAL.

                  A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR CALIFORNIA
                  JUDGE SHALL CONDUCT THE ARBITRATION UNDER THE THEN CURRENT
                  RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"). THE
                  ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT ON THE
                  ARBITRATOR WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE BY ONE
                  PARTY TO THE OTHER INVOKING THIS ARBITRATION PROVISION, IN
                  ACCORDANCE WITH AAA PROCEDURES FROM A LIST OF QUALIFIED PEOPLE
                  MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE CONDUCTED IN
                  SANTA ANA, CALIFORNIA AND ALL EXPEDITED PROCEDURES PRESCRIBED
                  BY THE AAA RULES SHALL APPLY.

                                       19
<PAGE>

                  THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF
                  INFORMATION WHICH IS PROVIDED TO THE ARBITRATOR BY THE
                  PARTIES. THE ARBITRATOR SHALL HAVE AUTHORITY ONLY TO GRANT
                  SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF AND
                  TO AWARD COMPENSATORY DAMAGES, BUT SHALL NOT HAVE THE
                  AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER NONCOMPENSATORY
                  DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR SHALL
                  AWARD TO THE PREVAILING PARTY ITS REASONABLE ATTORNEYS' FEES
                  AND COSTS AND OTHER EXPENSES INCURRED IN THE ARBITRATION,
                  EXCEPT THE PARTIES SHALL SHARE EQUALLY THE FEES AND EXPENSES
                  OF THE ARBITRATOR. THE ARBITRATOR'S DECISION AND AWARD SHALL
                  BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD RENDERED BY
                  THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
                  THEREOF.

13.      Assignment.

         Buyer may assign its rights under this Agreement to an entity in which
         Buyer has a significant interest.

14.      Interpretation and Applicable Law.

         This Agreement shall be construed and interpreted in accordance with
         the laws of the state in which the Property is located (the "State").
         Where required for proper interpretation, words in the singular shall
         include the plural; the masculine gender shall include the neuter and
         the feminine, and vice versa. The terms "successors and assigns" shall
         include the heirs, administrators, executors, successors, and assigns,
         as applicable, of any party hereto.

15.      Amendment.

         This Agreement may not be modified or amended, except by an agreement
         in writing signed by the parties. The parties may waive any of the
         conditions contained herein or any of the obligations of the other
         party hereunder, but any such waiver shall be effective only if in
         writing and signed by the party waiving such conditions and
         obligations.

                                       20
<PAGE>

16.      Attorney's Fees.

         In the event it becomes necessary for either party to file a suit or
         arbitration to enforce this Agreement or any provisions contained
         herein, the prevailing party shall be entitled to recover, in addition
         to all other remedies or damages, reasonable attorneys' fees and costs
         of court incurred in such suit or arbitration.

17.      Entire Agreement; Survival.

         This Agreement (and the items to be furnished in accordance herewith)
         constitutes the entire agreement between the parties pertaining to the
         subject matter hereof and supersedes all prior and contemporaneous
         agreements and understandings of the parties in connection therewith.
         No representation, warranty, covenant, agreement, or condition not
         expressed in this Agreement shall be binding upon the parties hereto
         nor affect or be effective to interpret, change, or restrict the
         provisions of this Agreement. The obligations of the parties hereunder
         and all other provisions of this Agreement shall survive the closing or
         earlier termination of this Agreement, except as expressly limited
         herein.

18.      Multiple Originals only; Counterparts.

         Numerous agreements may be executed by the parties hereto. Each such
         executed copy shall have the full force and effect of an original
         executed instrument. This Agreement may be executed in any number of
         counterparts, all of which when taken together shall constitute the
         entire agreement of the parties.

19.      Acceptance.

         Time is of the essence of this Agreement. The date of execution of this
         Agreement by Seller shall be the date of execution of this Agreement.
         If the final date of any period falls upon a Saturday, Sunday, or legal
         holiday under Federal law, the laws of the State or the laws of the
         State of California if it is not the State, then in such event the
         expiration date of such period shall be extended to the next day which
         is not a Saturday, Sunday, or legal holiday under Federal law, the laws
         of the State or the State of California if it is not the State.

20.      Real Estate Commission.

         Seller and Buyer each represent and warrant to the other that neither
         Seller nor Buyer has contracted or entered into any agreement with any
         real estate broker, agent, finder or any other party in connection with
         this transaction, and that neither party has taken any action which
         would result in any real

                                       21
<PAGE>

         estate broker's, finder's or other fees or commissions being due and
         payable to any party with respect to the transaction contemplated
         hereby, except that Seller has contracted with Triple Net Properties
         Realty, Inc. as its broker and will pay any commission due to said
         broker. Each party hereby indemnifies and agrees to hold the other
         party harmless from any loss, liability, damage, cost, or expense
         (including reasonable attorneys' fees) resulting to the other party by
         reason of a breach of the representation and warranty made by such
         party in this paragraph.

21.      Exchange.

         Seller reserves the right to structure the sale of the Property as a
         like kind exchange pursuant to Section 1031 of the Code. In such event
         Seller shall have the right to assign its interest in this Agreement to
         a qualified exchange intermediary of its choosing to effect such
         exchange. Buyer shall sign a customary assignment and/or notice of
         assignment, however, such assignment shall at no cost or expense to
         Buyer and shall not otherwise affect the term of this Agreement.

22.      Approval.

        The consummation of this transaction shall be subject to the final
        approval from the Board of Directors for T REIT, Inc..

23.      Confidentiality.

         Buyer agrees that, prior to the closing, all Property information
         received by Buyer shall be kept confidential as provided in this
         paragraph. Without the prior written consent of Seller, prior to the
         closing, the Property information shall not be disclosed by Buyer or
         its representatives, in any manner whatsoever, in whole or in part,
         except (1) to Buyer's representatives who need to know the Property
         information for the purpose of evaluating the Property and who are
         informed by the Buyer of the confidential nature of the Property
         information; (2) as may be necessary for Buyer or Buyer's
         representatives to comply with applicable laws, including, without
         limitation, governmental, regulatory, disclosure, tax and reporting
         requirements; to comply with other requirements and requests of
         regulatory and supervisory authorities and self-regulatory
         organizations having jurisdiction over Buyer or Buyer's
         representatives; to comply with regulatory or judicial processes; or to
         satisfy reporting procedures and inquiries of credit rating agencies in
         accordance with customary practices of Buyer or its affiliates; and (3)
         to prospective tenants of the Property.

                                       22
<PAGE>

25.      Acquisition of Membership Interests in Ground Lessee.

         The Seller and Buyer agree that the parties intend that the Buyer's
acquisition of the Property is intended to occur simultaneously with the
acquisition by the Buyer of one hundred percent (100%) of the membership
interest in the Ground Lessee. TREIT, LP ("TREIT"), sole member of the Buyer
executes this Agreement below to confirm TREIT's agreement to convey 100% of the
membership interest in the Ground Lessee at the time of the Close of Escrow
pursuant to this Agreement and in consideration for the buyer's performance of
its obligations herein. The acquisition of membership interests shall occur
pursuant to an Assignment of Membership Interests Agreement in the form attached
hereto as Exhibit D.

26.      Retained Parcel, Partial Release from Ground Lease, and REA.

         The Seller and Buyer acknowledge and agree that, at the time of the
Close of Escrow, the Seller and Ground Lessee will enter into an amendment to
Ground Lease, whereby the Ground Lessee will consent and agree to the release of
approximately seven acres of unimproved property described in Exhibit E attached
(the "Retained Parcel") from the Ground Lease. The intent of the parties is
that, after the Close of Escrow, the Buyer will possess fee title to the
Property, and the Seller will retain the Retained Parcel. The Seller will
possess 100% of the ownership interests in Ground Lessee, which will hold a
ground leasehold for the entire Property, but not of the Retained Parcel. The
parties further agree to execute at the Close of Escrow a reciprocal easement
agreement ("REA") between the Retained Parcel and the Property in a form
mutually acceptable to the parties.

27.      Subdivision.

         The Seller and Buyer acknowledge that the process of subdivision of the
Property from the Retained Parcel will not be completed at the Close of Escrow.
Accordingly, Buyer covenants not to record the Deed until final subdivision
approval is obtained from the proper government authorities. Buyer agrees to
cooperate with Seller's efforts to finalize subdivision, and consents to
documents executed by Seller in the furtherance of the same. Upon final
subdivision approval, Buyer agrees to accept a replacement deed (the
"Replacement Deed") from Seller, which is dated after final subdivision approval
and which contains a legal description referencing the approved subdivision
plat, provided that the property conveyed in the Replacement Deed is not
different from the Property conveyed in the Deed, to an extent which is
economically material. Upon receipt of the Replacement Deed, the Buyer agrees to
destroy the original Deed, and the Buyer shall be authorized to record the
Replacement Deed.

              THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

                                       23
<PAGE>

                               SIGNATURE PAGE FOR

       Gateway Mall , Interstate 94 and Highway 84, Bismarck, North Dakota

EXECUTED as of the 5th day of March, 2004.

SELLER:

TREIT - Gateway Mall ND Fee, LLC,
a Delaware limited liability company

         By: Triple Net Properties, LLC

             a Virginia limited liability company,
             its Manager

             By:_________________________________________
                      Anthony W. Thompson, President

BUYER:

VP Investments, L.L.C., a Utah limited liability company

By:________________________________________________
         Ralph R. Moffat

Its:__________________________________________

CONSENTED AND AGREED:

TREIT, LP                                         _____________________________
a Virginia limited partnership                    Ralph R. Moffat, individually

By:  TREIT Inc.
Its: General Partner

     By:___________________________
        Anthony W. Thompson, President

                                       24

</TEXT>
</DOCUMENT>
