G REIT INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>dex1011.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
<PAGE>

                        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 ___ day of ___________, 2002,
by and between PARK SAHARA OFFICE CENTER LIMITED, a Nevada limited partnership
("Seller") and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company
("Buyer"), with reference to the following facts:

     A.   Seller owns certain real property located at 1820 thru 1860 East
          Sahara Avenue, Las Vegas, Clark County, Nevada, commonly known as Park
          Sahara Office Center and such other assets, as the same are herein
          described.

     B.   Seller desires to sell to Buyer and Buyer desires to purchase from
          Seller such real property 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.    That certain real property commonly known as Park Sahara
                    Office Center, located at 1820 thru 1860 E. Sahara Avenue,
                    Las Vegas, Nevada and more specifically described in Exhibit
                    "A" attached hereto, together with all structures,
                    buildings, improvements, machinery, fixtures, and equipment
                    affixed or attached to the real property and all easements,
                    development rights, rights of way, and other rights
                    appurtenant to the real property (all of the foregoing being
                    collectively referred to herein as the "Real Property");

          1.1.2.    All leases (the "Leases"), including associated amendments,
                    with all persons ("Tenants") leasing the Real Property or
                    any part thereof or hereafter entered into in accordance
                    with the terms hereof prior to Close of Escrow, together
                    with all security deposits, other deposits held in
                    connection with the Leases,

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                    Lease guarantees and other similar credit enhancements
                    providing additional security for such Leases;

          1.1.3.    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, and all related
                    intangibles including Seller's interest in the name "Park
                    Sahara Office Complex" (the "Personal Property")

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

          1.1.5.    All building permits, certificates of occupancy and other
                    certificates, permits, licenses and approvals relating to
                    the Property, originals of which will be delivered to Escrow
                    Holder (hereinafter defined) at the Close of Escrow
                    (hereinafter defined) to the extent the same are in Seller's
                    possession (the "Permits").

2.   Purchase Price.

     The total Purchase Price of the Property shall be Twelve Million Two
     Hundred Thousand And No/100 Dollars ($12,200,000.00) ("Purchase Price")
     payable as follows:

     2.1. Deposit/Further Payments.

          2.1.1.    Within two (2) business days after the expiration of the Due
                    Diligence Period and if the Buyer has not terminated this
                    Agreement Buyer shall deposit into Escrow (hereinafter
                    defined) the amount of Two Hundred Thousand And No/100
                    Dollars ($200,000.00) (the "Deposit"), in the form of a wire
                    transfer payable to Old Republic Title Company, Las Vegas,
                    Nevada ("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 and shall be deemed to be part of the Deposit. The
                    Deposit shall become non refundable, provided that, the
                    Lender approves Buyer's assumption of the loan as herein
                    defined except in the event of (a) a default by Seller, (b)
                    a casualty or condemnation which gives the Buyer the right
                    to terminate this Agreement or (c) a failure of a Buyer
                    condition precedent. In the event that this Agreement is
                    terminated by Buyer in accordance with its terms,

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                    the Deposit shall be immediately and automatically paid over
                    to Buyer without the need for any further action by either
                    party hereto.

          2.1.2.    Reserved

          2.1.3.    On or before Close of Escrow, Buyer shall deposit with the
                    Escrow Holder to be held in Escrow the balance of the
                    Purchase Price less (i) a $7,400,000 loan (the "Loan") made
                    by IDS (a subsidiary of Shearson American Express) and (ii)
                    $1,000,000, representing the Seller financing, in
                    immediately available funds by wire payable to Escrow Holder
                    except that the First Trust Deed may be adjusted down to
                    $7,150,000 and the Second Trust Deed increased to provide
                    aggregate financing of $8,400,000.

3.   Title to Property.

     3.1. Title Insurance.

          Seller will, at Seller's sole expense, cause Escrow Holder to issue an
          Extended Coverage ALTA Owner's Policy of Title Insurance (the "Title
          Policy") from Old Republic Title Company (the "Title Company") 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 shall be free and
          clear of exceptions except as follows:

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

          3.1.2.    The Permitted Exceptions (hereinafter defined) included in
                    such policy and approved by Buyer as herein described.

     3.2. Procedure for Approval of Title.

          Seller shall, no later than the approval date of all other books and
          records, but, prior to Buyer's physical inspection, provide to Buyer a
          current title insurance commitment for the Real Property, including
          good and legible copies of all related items certified as exceptions
          thereto (the "Title Documents"). Buyer shall have thirty (30) days
          following receipt of the later Title Documents and the 1997 Survey
          (hereinafter defined) to review and approve, in writing, the condition
          of the title to the Real Property ("Title Review Period"). If the
          Title

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          Documents (or the Survey) reflect or disclose any defect, exception or
          other matter affecting the Real Property ("Title Defects") that is
          unacceptable to Buyer, then Buyer shall provide Seller with written
          notice of Buyer's objections no later than the conclusion of the Title
          Review Period; provided, however, if Buyer shall fail to notify Seller
          in writing within the Title Review Period either that the condition of
          title is acceptable or of any specific objections to the state of
          title to the Real Property, then Buyer shall be deemed to have
          objected to all exceptions to title or other conditions or matters
          which are shown on the Survey or described in the Title Documents.
          Seller may, at its sole option, elect, by written notice given to
          Buyer within three (3) days following the conclusion of the Title
          Review Period ("Seller's Notice Period"), to cure or remove the
          objections made or deemed to have been made by Buyer; provided,
          however, Seller shall in all events have the obligation to (i) act in
          good faith in making such election and curing any Title Defects that
          Seller elects to cure, (ii) specifically remove any monetary
          encumbrances affecting the Real Property, and (iii) remove any Title
          Defect that attaches to the Real Property subsequent to the conclusion
          of the Title Review Period. The failure of Seller to deliver written
          notice electing to cure any or all such objected to exceptions during
          the Seller's Notice Period shall be deemed an election by Seller not
          to cure such exceptions. Should Seller elect to attempt to cure or
          remove any objection, Seller shall have fifteen (15) days from the
          conclusion of the Title Review Period ("Cure Period") in which to
          accomplish the cure. In the event Seller elects (or is deemed to have
          elected) not to cure or remove any objection, 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 or (ii)
          waive any objections that Seller has not elected to cure and close
          this transaction as otherwise contemplated herein. The failure of
          Buyer to provide written notice to Seller within ten (10) days
          following the expiration of the Seller's Notice Period waiving any
          objections Seller has not elected to cure shall be deemed an election
          by Buyer to terminate this Agreement. Any exceptions to title accepted
          by Buyer pursuant to the terms of this paragraph shall be deemed
          "Permitted Exceptions."

4.   Due Diligence Items.

     4.1. Seller shall, within ten (10) days following Buyer's request (the
          "Delivery Date"), deliver to Buyer each of the following
          (collectively, the "Due Diligence Items"):

          4.1.1.    An ALTA survey of the Real Property dated 1997 (the
                    "Survey");

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          4.1.2.    Copies of all Leases presently in effect with respect to the
                    Real Property, together with any amendments or modifications
                    thereof;

          4.1.3.    A "rent roll" with respect to the Real Property for the
                    calendar month immediately preceding the date that a fully
                    executed copy of this Agreement is received by the Buyer,
                    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;

          4.1.4.    A "rent roll" current as of December 2000, 2001 and 2002
                    year to date;

          4.1.5.    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
                    preceding 24 months and showing any rents paid on a
                    delinquent basis, if any;

          4.1.6.    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;

          4.1.7.    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 Real Property in the possession of Seller or
                    under the control of Seller, if any;

          4.1.8.    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;

          4.1.9.    A schedule of all current or pending litigation with respect
                    to the Real Property or any part thereof, if any, or
                    otherwise with respect to Seller that might have a material
                    adverse effect on Seller's ability to perform hereunder,
                    together with a brief description of each such proceeding;

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          4.1.10.   Operating statements for the Real Property five (5) years,
                    for any periods during which Seller was owner of the Real
                    Property;

          4.1.11.   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);

          4.1.12.   An inventory of all personal property located on the Real
                    Property which is used in the maintenance of the Real
                    Property or stored for future use with the Real Property;

          4.1.13.   Copies of existing loan documents and notes affecting the
                    Real Property, if loan is to be assumed;

          4.1.14.   Copies of utility bills for the Real Property for the
                    calendar years 2000, 2001 and 2002 year to date;

          4.1.15.   Reserved;

          4.1.16.   Reserved;

          4.1.17.   Seller's most recent Environmental Impact Report for the
                    Real Property; and

          4.1.18.   Reserved.

     4.2. Estoppel Certificates.

          Seller shall obtain and deliver to Buyer, no later than ten (10) days
          prior to Close of Escrow, estoppel certificates from (a) Old Republic
          Title Company, Dept. of Education, Nevada/Appeals, ABPA (3 suites),
          The Gonzalez Law Firm, Answer Plus, Inc., Consumer Affairs, Nevada
          Public Works Board (the "Major Tenants") and (b) seventy five percent
          (75%) of all remaining Tenants of the Real Property (measured by
          square footage occupied) (the "Required Percentage Estoppels"), in all
          cases in a form provided by, or otherwise approved by, Buyer. In the
          event Seller is unable to obtain the Required Percentage Estoppels
          despite diligent efforts to do so, Seller may deliver to Buyer an
          estoppel certificate executed by Seller and otherwise in form approved
          by Buyer covering sufficient estoppels that, together with those
          obtained, equal the Required Percentage Estoppels; provided, however,
          Seller shall thereafter continue to use diligent efforts to obtain an
          estoppel

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          certificate executed by any such Tenant. Whether executed by the
          Tenant or by Seller, the matters certified in the estoppel
          certificates shall be subject to Buyer's reasonable approval. Buyer
          shall notify Seller within three (3) business days following receipt
          of a copy of any executed estoppel certificate of Buyer's approval or
          disapproval and the basis of such disapproval, if disapproved. If (a)
          Buyer reasonably disapproves of any estoppel certificate, and Seller
          is unable to deliver a reasonably acceptable estoppel certificate
          prior to the Close of Escrow, and, without such estoppel certificate
          Seller will have failed to deliver the Required Percentage Estoppels
          or (b) Seller is unable to deliver acceptable forms of the Major
          Estoppels, this Agreement shall automatically terminate, Buyer shall
          be entitled to a refund of the Deposit without any further action
          required by any party, and neither party shall have any further
          obligation to the other. In addition to the foregoing, Seller shall
          use diligent efforts to obtain any and all subordination, attornment
          and non-disturbance agreements required by Buyer's lender.

5.   Inspections.

     5.1. Procedure; Indemnity.

          Buyer, at its sole expense, shall have the right to conduct a
          feasibility, environmental, engineering and physical study of the Real
          Property at any time from and after the Delivery Date and for a period
          of sixty (60) days (30 days for books and records and 30 days for
          physical inspection) thereafter (the "Due Diligence Period");
          provided, however, if the Due Diligence Items are not delivered on the
          Delivery Date, the commencement of the Due Diligence Period shall
          automatically be extended for a period equal to the associated delay
          in delivery of such materials beyond the Delivery Date, but, in no
          event, beyond August 30, 2002. Buyer and its duly authorized agents or
          representatives shall be permitted to enter upon the Real Property at
          all reasonable times during the Due Diligence Period in order to
          conduct engineering studies, soil tests and any other inspections
          and/or tests that Buyer may deem necessary or advisable (collectively,
          the "Inspections"). Buyer agrees to promptly discharge any liens that
          may be imposed against the Real Property as a result of Buyer's
          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 performed by Buyer.

     5.2. Approval.

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          5.2.1.    Buyer shall have until the conclusion of the Due Diligence
                    Period (as the same may be extended in accordance with the
                    terms of Paragraph 5.1 above) to approve or disapprove of
                    the Inspections and the Due Diligence Items enumerated in
                    Paragraph 4. If Buyer shall fail to deliver a written notice
                    to Seller within the Due Diligence Period approving the
                    condition of the Real Property this Agreement shall
                    thereupon be automatically terminated, Buyer shall not be
                    entitled to purchase the Real Property, Seller shall not be
                    obligated to sell the Real Property to Buyer and the parties
                    shall be relieved of any further obligation to each other
                    with respect to the Real Property 5.2.2. 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 Buyer's
                    inspection of the Real Property.

6.   Escrow.

     6.1. Opening.

          Purchase and sale of the Property shall be consummated through an
          escrow ("Escrow") to be opened with Escrow Holder within two (2)
          business days of the expiration of the Due Diligence Period or sooner
          if Buyer has completed and approved all Due Diligence Inspection (the
          "Opening of Escrow"). This Agreement shall be considered as the Escrow
          instructions between the parties, with such further consistent
          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, so long as not
          inconsistent with the terms of this Agreement, be promptly signed by
          Buyer and Seller and returned to Escrow Holder within three (3)
          business days of receipt thereof. In the event of any conflict between
          the terms and conditions of this Agreement and any further Escrow
          instructions, the terms and conditions of this Agreement shall
          control.

     6.2. Close of Escrow.

          Escrow shall close at a mutually agreeable date ("Close of Escrow")
          within sixty (60) days after the expiration of the Due Diligence
          Period

     6.3. Buyer Required to Deliver.

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          Buyer shall deliver to Escrow the following:

          6.3.1.    In accordance with Paragraph 2, the Deposit;

          6.3.2.    On or before Close of Escrow, the balance of the Purchase
                    Price; provided, however that Buyer shall not be required to
                    deposit the balance of the Purchase Price into Escrow 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 (iii) the only
                    impediment to Close of Escrow is delivery of such amount by
                    or on behalf of Buyer;

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

          6.3.4.    An original Assignment and Assumption Agreement, duly
                    executed by Buyer assuming all of Seller's right, title and
                    interest in and to the Leases, the Permits and the Contracts
                    from and after the Close of Escrow; and

          6.3.5.    A Loan Assumption Agreement pursuant to which the Buyer
                    assumes the Loan;

          6.3.6.    $1,000,000 promissory note in the form attached hereto as
                    Exhibit "B" payable to the Seller (the "Deferred Note") and
                    with interest payable at the rate of 7% and all principal
                    payable on September 1, 2007;

          6.3.7.    A deed of trust in the form attached hereto as Exhibit "C"
                    securing the Deferred Note.

     6.4. Seller Required to Deliver.

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

          6.4.1.    A duly executed and acknowledged Warranty Deed, conveying
                    fee title to the Real Property in favor of Buyer;

          6.4.2.    A completed Certificate of Non-Foreign Status, duly executed
                    by Seller under penalty of perjury;

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          6.4.3.    Reserved;

          6.4.4.    A Bill of Sale, for the Personal Property, if any, in favor
                    of Buyer and duly executed by Seller;

          6.4.5.    Such other documents as Escrow Holder may require from
                    Seller in order to issue the Title Policy;

          6.4.6.    Tenant's estoppel certificates as required by and provided
                    for in Paragraph 4.2;

          6.4.7.    An original Assignment and Assumption Agreement duly
                    executed and acknowledged by Seller, assigning all of
                    Seller's interest in and to the Leases, Contracts and
                    Permits to Buyer from and after the Close of Escrow;

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

          6.4.9.    A letter from Seller addressed to each Tenant informing such
                    Tenant of the change in ownership as set forth;

          6.4.10.   To Buyer, the original Leases; and

          6.4.11.   To Buyer, all records and files relating to the management
                    or operation of the Real 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 Real Property.

          6.4.12.   To Buyer, the services of Seller's Property Manager for the
                    purpose of assisting Buyer with orientation for a period of
                    90 days at Seller's expense.

     6.5. Buyer's Costs.

          Buyer shall pay the following:

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

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          6.5.2.    The cost of recording Second Trust Deed and the Loan
                    Assumption Agreement and the assumption fee charged by the
                    lender; and

          6.5.3.    All other costs customarily borne by purchasers of real
                    property in Clark County, Nevada.

     6.6. Seller's Costs.

          Seller shall pay the following:

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

          6.6.2.    The cost of recording the Warranty Deed and any transfer
                    tax;

          6.6.3.    Escrow Holder premium for the Title Policy; and

          6.6.4.    All other costs customarily borne by sellers of real
                    property in Clark County, Nevada; and

          6.6.5.    The cost to buy down the interest rate on the loan by 1% to
                    7%.

     6.7. Prorations.

          6.7.1.    Real property taxes, personal property taxes, assessments,
                    rents, and CAM expenses shall be prorated through Escrow
                    between Buyer and Seller as of Close of Escrow. All security
                    deposits shall be paid over to Buyer. Rents and CAM expenses
                    shall be approved by Buyer prior to Close of Escrow. Any
                    delinquent rents attributable to periods prior to the Close
                    of Escrow and which are collected by Buyer or Seller shall
                    be retained by or paid to Seller; provided, however, that
                    any amounts collected by Buyer or Seller shall be first
                    applied to any rents then due to Buyer and, if collected by
                    Seller, remitted to Buyer for such purpose. Seller shall
                    have the right to pursue any Tenant for delinquent rent, but
                    shall not (a) cause Tenant to be delinquent for their
                    current rent or become financially unstable or (b) have the
                    right to seek eviction of the Tenant by unlawful detainer or
                    other means. Tax and assessment prorations shall be based on
                    the latest available tax bill. If after Close of Escrow
                    either party receives any further or supplemental tax bill
                    relating to any period prior to 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

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                    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. All
                    prorations shall be based on a 360-day year.

          6.7.2.    All leasing commissions owing and tenant improvements with
                    respect to the Real Property entered into prior to execution
                    of the Agreement including, but not limited to, commissions
                    for lease renewals and expansion options, shall be paid by
                    Seller, and Seller shall indemnify and hold Buyer harmless
                    for lease commission claims brought against the Real
                    Property arising therefrom. All leasing commissions and
                    tenant improvement costs for new Leases executed after the
                    date of this Agreement shall be prorated between Buyer and
                    Seller as their respective periods of ownership bears to the
                    primary term of the new Lease subject, in all events, to the
                    prior approval of said Leases as herein provided by Buyer
                    pursuant to Paragraph 7.3.

          6.7.3.    Seller agrees to indemnify and hold Buyer harmless from any
                    and all liabilities, claims, demands, suits, and judgments,
                    of any kind or nature, including court costs and reasonable
                    attorney 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 Close of Escrow and which are in any way related
                    to the Property.

          6.7.4.    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 Close of Escrow
                    and which are in any way related to the Property.

     6.8. Determination of Dates of Performance.

          Promptly after the Opening of Escrow, Escrow Holder shall prepare and
          deliver to Buyer and Seller a schedule which shall state each of the
          following Projected Dates:

          6.8.1.    The date by which the amounts described in Paragraph 2 must
                    be deposited by Buyer, for which determination Escrow Holder
                    shall assume satisfaction of the condition expressed in
                    Paragraph 2 on the last date stated for its satisfaction;
                    and (September 17th)

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          6.8.2.    The date of Close of Escrow pursuant to Paragraph 6.2.
                    (November 17, 2002)

          If any events which determine any of the aforesaid dates occur on a
          date other than the date specified or assumed for its occurrence in
          this Agreement, Escrow Holder shall promptly redetermine as
          appropriate each of the dates of performance in the aforesaid schedule
          and notify Buyer and Seller of the dates of performance, as
          redetermined.

7.   Seller Representations, Warranties, and Covenants

     7.1. Representations and Warranties.

          Seller hereby represents and warrants as of the date hereof and as of
          the Close of Escrow by appropriate certificate to Buyer as follows:

          7.1.1.    Seller is a limited partnership duly formed and validly
                    existing under the law of the State of Nevada. 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 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 Seller is a party or otherwise bound.
                    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.

          7.1.2.    Seller has good and marketable title to the Real Property,
                    subject to the Permitted Exceptions. There are no
                    outstanding rights of first refusal, rights of reverter or
                    options relating to the Real Property or any interest
                    therein. To Seller's knowledge, there are no unrecorded or
                    undisclosed documents or other matters which affect title to
                    the Real Property. Subject to the Leases, Seller has enjoyed
                    the continuous and uninterrupted quiet possession, use and
                    operation of the Real Property, without material complaint
                    or objection by any person.

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          7.1.3.    Seller is not a "foreign person" within the meaning of
                    Section 1445(f) of the Internal Revenue Code.

          7.1.4.    There are no on-site employees of Seller at the Real
                    Property, and following the Close of Escrow, Buyer shall
                    have no obligation to employ or continue to employ any
                    individual employed by Seller or its affiliates in
                    connection with the Real Property.

          7.1.5.    Except as set forth on any schedule of litigation delivered
                    pursuant to Paragraph 4.1.9, there are no actions, suits or
                    proceedings pending, or to the best of Seller's knowledge,
                    threatened against Seller and affecting any portion of the
                    Real Property, at law or in equity, or before or by any
                    federal, state, municipal, or other governmental court,
                    department, commission, board, bureau, agency, or
                    instrumentality, domestic or foreign.

          7.1.6.    Seller has not received any notice of any violations of any
                    ordinance, regulation, law, or statute of any governmental
                    agency pertaining to the Real Property or any portion
                    thereof.

          7.1.7.    There are no unpaid bills, claims, or liens in connection
                    with any construction or repair of the Real Property except
                    for those that will be paid in the ordinary course of
                    business prior to Close of Escrow or which have been bonded
                    over or the payment of which has otherwise been adequately
                    provided for to the satisfaction of Buyer.

          7.1.8.    Seller has not experienced any material physical or
                    mechanical defects in the buildings or any material
                    settlement or earth movement affecting the Real Property.

          7.1.9.    To Seller's knowledge, the zoning of the Real Property
                    permits the current building and use of the Real Property,
                    and to Seller's knowledge there is no pending, or
                    contemplated, rezoning. To Seller's knowledge, the Real
                    Property complies with all applicable subdivision laws and
                    all local ordinances enacted thereunder and no subdivision
                    or parcel map not already obtained is required to transfer
                    the Real Property to Buyer.

          7.1.10.   The information in the Rent Roll is true, correct, and
                    complete. Seller has or will pursuant to Paragraph 4 and
                    Paragraph 7.3 deliver to Buyer true, accurate and complete
                    copies of all of the Leases and there are no leases,
                    subleases, licenses, occupancies

                                       14

<PAGE>

                    or tenancies in effect pertaining to any portion of the Real
                    Property, and no persons, tenants or entities occupy space
                    in the Real Property, except as stated in the Rent Roll, a
                    copy of which is attached hereto as Exhibit "D". There are
                    no options or rights to renew, extend or terminate the
                    Leases or expand any Lease premises, except as shown in the
                    Rent Roll and the Leases. No brokerage commission or similar
                    fee is due or unpaid by Seller with respect to any Lease,
                    and there are no written or oral agreements that will
                    obligate Buyer, as Seller's assignee, to pay any such
                    commission or fee under any Lease or extension, expansion or
                    renewal thereof. The Leases and any guaranties thereof are
                    in full force and effect, and are subject to no defenses,
                    setoffs or counterclaims for the benefit of the Tenants
                    thereunder. Neither Seller nor, to Seller's knowledge, any
                    Tenant is in default under its Lease. Seller is in full
                    compliance with all of the landlord's obligations under the
                    Leases, and Seller has no obligation to any Tenant under the
                    Leases to further improve such Tenant's premises or to grant
                    or allow any rent or other concessions. No rent or other
                    payments have been collected in advance for more than one
                    (1) month and no rents or other deposits are held by Seller,
                    except the security deposits described on the Rent Roll and
                    rent for the current month. Each rental concession, rental
                    abatement or other benefit granted to Tenants under the
                    Leases will have been fully utilized prior to the Close of
                    Escrow.

          7.1.11.   To Seller's knowledge, there are no presently pending or
                    contemplated proceedings to condemn the Real Property or any
                    part of it.

          7.1.12.   To Seller's knowledge, all water, sewer, gas, electric,
                    telephone and drainage facilities, and all other utilities
                    required by law or by the normal operation of the Real
                    Property are connected to the Real Property and are adequate
                    to service the Real Property in its present use and normal
                    usage by the Tenants and occupants of the Real Property and
                    are in good working order and repair.

          7.1.13.   To Seller's knowledge, Seller has all licenses, permits
                    (including, without limitation, all building permits and
                    occupancy permits), easements and rights-of-way which are
                    required in order to continue the present use of the Real
                    Property and ensure adequate vehicular and pedestrian
                    ingress and egress to the Real Property.

                                       15

<PAGE>

          7.1.14.   Except for the Contracts, there are no agreements or other
                    obligations which may affect the current use of the Real
                    Property. Seller has fully performed all of the obligations
                    required to be performed by Seller under the Contracts, and
                    to Seller's knowledge, the other parties to the same are not
                    in default thereunder.

          7.1.15.   The operating statements furnished to Buyer in connection
                    with or pursuant to this Agreement (a) accurately reflect
                    the financial condition of the Real Property as of the date
                    thereof and (b) do not fail to state any material liability,
                    contingent or otherwise, or any other facts the omission of
                    which would be misleading.

          7.1.16.   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. There are no above-ground or underground storage
                    tanks located on the Real Property.

          7.1.17.   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
                    Comprehensive Environmental Response Compensation and
                    Liability Act of 1980, U.S.C. 9601 et seq.

          7.1.18.   Since the date of the Survey (a) the Seller has not conveyed
                    any of the Real Property; (b) constructed any improvement on
                    the Real Property nor has any adjoining property owner
                    constructed any improvement on the Real Property and (c)
                    granted any easement on the Real Property.

          7.1.19.   No litigation pending or threatened with respect to the Real
                    Property or any part thereof.

     7.2. Indemnity; Survival.

          The foregoing representations and warranties of Seller are made by
          Seller as of the date hereof and again as of Close of Escrow and shall
          survive the Close of Escrow for a period of one year and shall not be
          merged as of the date of the Close of Escrow hereunder. Seller shall

                                       16

<PAGE>

          indemnify and defend Buyer against and hold Buyer harmless from, and
          shall be responsible for all claims, demands, liabilities, losses,
          damages, costs and expenses, including reasonable attorney's fees,
          that may be suffered or incurred by Buyer, including any third party
          due diligence expenses incurred by Buyer, if any representation or
          warranty made by Seller is untrue or incorrect in any material respect
          when made. The terms of Seller's indemnity set forth above with
          respect to the representations and warranties made herein shall
          survive for a period of one year following the Close of Escrow.

     7.3. Covenants of Seller. Seller hereby covenants from and after the date
          of this Agreement as follows:

          7.3.1.    To cause to be in force fire and extended coverage insurance
                    upon the Real Property, and public liability insurance with
                    respect to damage or injury to persons or property occurring
                    on the Real Property in at least such amounts as are
                    maintained by Seller on the date hereof.

          7.3.2.    That any building constituting an improvement on the Real
                    Property will be in the same physical condition at the Close
                    of Escrow that it was at the date of Buyer's inspection, and
                    that all normal maintenance has been conducted from and
                    after the expiration of the Due Diligence Period in the same
                    fashion as prior to the expiration of the Due Diligence
                    Period.

          7.3.3.    To not enter into any new lease with respect to the Real
                    Property, without Buyer's prior written consent, which shall
                    not be unreasonably withheld. Exercise of a mandatory
                    renewal option shall not be considered a new lease. To the
                    extent specifically disclosed to Buyer in connection with
                    any request for approval, any brokerage commission and the
                    cost of Tenant improvements or other allowances payable with
                    respect to a new Lease shall be prorated between Buyer and
                    Seller in accordance with their respective periods of
                    ownership as it bears to the primary term of the new Lease.
                    Further, Seller will not modify or cancel any existing Lease
                    covering space in the Real Property without first obtaining
                    the written consent of Buyer which shall not be unreasonably
                    withheld. Buyer shall have five (5) business days following
                    receipt of a request for any consent pursuant to this
                    paragraph in which to approve or disapprove of any new Lease
                    or any modification or cancellation of any existing Lease.
                    Failure to respond in writing within said time period shall
                    be deemed to be consent. Seller's execution of a new lease
                    or modification or cancellation of an existing Lease

                                       17

<PAGE>

                    following Buyer's reasonable refusal to consent thereto
                    shall constitute a default hereunder.

          7.3.4.    To not sell, assign, or convey any right, title, or interest
                    whatsoever in or to the Real Property, or create or permit
                    to attach any lien, security interest, easement,
                    encumbrance, charge, or condition affecting the Real
                    Property (other than the Permitted Exceptions).

          7.3.5.    To not, without Buyer's written approval, (a) amend or waive
                    any right under any Contract, or (b) enter into any service,
                    operating or maintenance agreement affecting the Real
                    Property that would survive the Close of Escrow.

          7.3.6.    To fully and timely comply with all obligations to be
                    performed by it under the Leases and Contracts, and all
                    Permits, licenses, approvals and laws, regulations and
                    orders applicable to the Real Property.

          7.3.7.    To provide Buyer with monthly rent rolls containing the same
                    information in its rent roll delivered pursuant to Section
                    4.1.3.

          7.3.8.    To provide Buyer with copies of (a) any default letters sent
                    to tenants and, (b) any copies of correspondence received
                    from a Tenant that it is "going dark" or seeking to
                    re-negotiate its lease and (c) notices of bankruptcy filings
                    received with respect to any Tenant.

8.   Buyer Representations and Warranties.

     Buyer hereby represents and warrants to Seller as of the date hereof and as
     of the Close of Escrow by appropriate certificate that Buyer is a limited
     liability company duly organized and validly existing under the laws of
     Virginia. 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 or
     otherwise bound. 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.

                                       18

<PAGE>

9.   Conditions Precedent to Close of Escrow

     9.1. Conditions Precedent.

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

          9.1.1.    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 as of the
                    Close of Escrow, and Seller shall not have on or prior to
                    the Close of Escrow, failed to meet, comply with or perform
                    in any material respect any covenants or agreements on
                    Seller's part as required by the terms of this Agreement.

          9.1.2.    There shall be no change in the matters reflected in the
                    Title Documents, and there shall not exist any encumbrance
                    or title defect affecting the Real Property not described in
                    the Title Documents except for the Permitted Exceptions or
                    matters to be satisfied at the Close of Escrow.

          9.1.3.    Unless Seller receives notice from Buyer at least thirty
                    (30) days prior to the Close of Escrow, effective as of the
                    Close of Escrow, any management agreement affecting the Real
                    Property shall be terminated by Seller and any and all
                    termination fees incurred as a result thereof shall be the
                    sole obligation of Seller.

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

          9.1.5.    Seller shall deliver to Buyer copies of Tenant insurance
                    certificates.

          9.1.6.    No Major Tenant shall be in default under its lease nor
                    shall any Major Tenant have (i) given notice that it is
                    discontinuing operations at the Real Property (ii) filed
                    bankruptcy or sought any similar debtor protective measure
                    or (iii) gone dark.

          9.1.7.    Reserved.

          9.1.8.    If any security deposit is in a form other than cash, the
                    instrument constituting the security deposit must be
                    reissued in Buyer's name or else a cash escrow equal to the
                    amount of the

                                       19

<PAGE>

                    security deposit will be established at closing until the
                    instrument is reissued in Buyer's name.

          9.1.9.    In the event that after the expiration of the Due Diligence
                    Period any Tenant, other than a Major Tenant, goes dark,
                    files for bankruptcy, seeks protection under any other
                    debtor protection law or gives notice that it is vacating
                    the premises prior to the expiration of its Lease, the Buyer
                    shall be required to enter into a master lease for that
                    Tenant's Space for the remainder of the term of the Lease at
                    the rent payable under the lease including, but not limited
                    to, all CAM charges, insurance reimbursements, and tax
                    reimbursements.

     9.2. Effect of Failure.

          If Buyer notifies Seller of a failure to satisfy the conditions
          precedent set forth in this Paragraph 9, Seller may, within five (5)
          days after receipt of Buyer's notice, agree to satisfy the condition
          by written notice to Buyer, and Buyer shall thereupon be obligated to
          close the transaction provided (a) Seller so satisfies such condition
          and (b) no such right to cure shall extend the Close of Escrow. If
          Seller fails to agree to cure or fails to cure such condition by the
          Close of Escrow, this Agreement shall be automatically terminated, the
          Deposit shall be returned to Buyer without any further action required
          from either party and neither party shall have any continuing
          obligations hereunder; provided, however, if such failure constitutes
          a breach or default of its covenants, representations or warranties
          Seller shall remain liable for such breach or default as otherwise set
          forth in this Agreement.

10.  Damage or Destruction Prior to Close of Escrow

     In the event that the Real Property should be damaged by any casualty prior
     to Close of Escrow, then Seller shall promptly provide Buyer with written
     notice of such casualty. If the cost of repairing such damage, as estimated
     by an architect or contractor retained pursuant to the mutual agreement of
     the parties, is (a) less than One Hundred Thousand Dollars ($100,000), the
     Close of Escrow shall proceed as scheduled and any insurance proceeds, plus
     the cash amount of any associated deductible, shall be paid over to Buyer;
     or (b) greater than One Hundred Thousand Dollars ($100,000), then Buyer may
     in its discretion either (i) elect to terminate this Agreement, in which
     case the Deposit shall be returned to Buyer without any further action
     required from either party and neither party shall have any further
     obligation to the other or (ii) proceed to Close of Escrow in which event
     any insurance proceeds, plus the cash amount of any associated deductible,
     shall be paid over to Buyer.

                                       20

<PAGE>

     The foregoing notwithstanding, in the event any casualty results in the
     cancellation of, or rental abatement under, any Lease, Buyer shall have the
     option to terminate this Agreement without regard to the cost of repairs.
     Any notice required to terminate this Agreement pursuant to this Paragraph
     shall be delivered no later than thirty (30) days following Buyer's receipt
     of Seller's notice of such casualty.

11.  Eminent Domain

     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
     Real Property which, as reasonably determined by Buyer, would render the
     Real Property unacceptable to Buyer or unsuitable for Buyer's intended use,
     Buyer shall have the right, by giving written 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 automatically terminate, the Deposit shall be returned to
     Buyer without any further action required from either party and neither
     party shall have any continuing obligations hereunder. If, before the Close
     of Escrow, proceedings are commenced for the taking by exercise of the
     power of eminent domain of less than a material part of the Real 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, on the Close of
     Escrow, the condemnation award (or, if not theretofore received, the right
     to receive such portion of the award) payable on account of the taking
     shall be assigned, or paid to, Buyer. Seller shall give written 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 Real Property.

12.  Notices.

     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 (a) in person, (b) by United States Mail, as a
     registered or certified item, return receipt requested, (c) by telecopy or
     (d) by a nationally recognized overnight delivery courier. Notices
     delivered by telecopy or overnight courier shall be deemed received on the
     business day following transmission. Notices delivered by certified or
     registered mail shall be deemed delivered three (3) days following posting.
     Notices shall be given to the following addresses:

Seller:                                 Park Sahara Office Center Limited

                                       21

<PAGE>

                                        Attn: Ronald W. Gardiner
                                        C/o National Equity Investments, Inc.
                                        1377 Coppelia Court
                                        Henderson, NV 89052

With Required Copy to:                  ----------------------------------------
                                        ----------------------------------------
                                        ----------------------------------------
                                        ----------------------------------------

Buyer:                                  Anthony W. Thompson
                                        TRIPLE NET PROPERTIES, LLC
                                        1551 N. Tustin Avenue, Suite 650
                                        Santa Ana, CA 92705
                                        (714) 667-8252
                                        (714) 667-6860 Fax

With Required Copy to:                  Louis J. Rogers, Esquire
                                        Hirschler Fleischer
                                        701 East Byrd Street, 15th Floor
                                        Richmond, Virginia 23219
                                        (804) 771-9567
                                        (804) 644-0957 Fax

13.  Remedies

     13.1. Defaults by Seller. If there is any default by Seller under this
           Agreement, following notice to Seller and seven (7) days thereafter
           during which period Seller may cure the default, Buyer may at its
           option, either (a) declare this Agreement terminated in which case
           the Deposit shall be returned to Buyer without any further action
           required from either party, and bring an action for any damages
           incurred by Buyer or (b) treat the Agreement as being in full force
           and effect and bring an action against Seller for specific
           performance. The foregoing notwithstanding, no right to cure shall
           extend the Close of Escrow.

     13.2. 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, 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. The foregoing notwithstanding, no right to
           cure shall extend the Close of Escrow.

                                       22

<PAGE>

     In the event this Agreement is terminated due to the default of Buyer
     hereunder, Buyer shall, in addition, deliver to Seller, at no cost to
     Seller, the Due Diligence Items.

14.  Assignment.

     Buyer may assign any or all of its rights and obligations under this
     Agreement to any one or more persons or entities upon notice to Seller;
     provided however, that absent the express agreement of Seller, no such
     assignment shall release Buyer from its liabilities hereunder and further
     provide that the assignee can qualify for the underlying loan.

15.  Interpretation and Applicable Law

     This Agreement shall be construed and interpreted in accordance with the
     laws of the State where the Real Property is located. 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.

16.  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.

17.  Attorney's Fees

     In the event it becomes necessary for either party to file a suit 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.

18.  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 shall affect
     or be effective to interpret, change, or restrict the provisions of this
     Agreement.

                                       23

<PAGE>

     The obligations of the parties hereunder and all other provisions of this
     Agreement shall survive the Close of Escrow or earlier termination of this
     Agreement, except as expressly limited herein.

19.  Counterparts

     This Agreement may be executed in any number of counterparts, all of which
     when taken together shall constitute the entire agreement of the parties.

20.  Time is of the Essence

     Time is of the essence of this Agreement. If the final date of any period
     falls upon a Saturday, Sunday, or legal holiday under the laws of the State
     of California, 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 the laws of the State of California.

21.  Real Estate Commission

     Seller and Buyer each represent and warrant to the other that neither
     Seller nor Buyer has contacted 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 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 CB Richard Ellis The Palmer
     Team and Sherif Michael as its brokers and will pay a commission to said
     brokers of $297,000 and $113,000 respectively and a commission of
     $320,000.00 to Triple Net Properties Realty, Inc. if, but only if, the
     Close of Escrow occurs pursuant to this Agreement. Such commission shall be
     payable upon the Close of Escrow from the proceeds of the Purchase Price
     deposited by Buyer. 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.

22.  Financing Contingency.

     Buyer's obligations under this Agreement are contingent upon Buyer
     obtaining approval from the IDS (a subsidiary of Shearson American Express
     (the "Lender) for the assumption of the existing loan of record. Seller
     will "buy down" the interest rate on the current underlying loan by 1% to
     7% and will cooperate with Buyer in increasing the loan amount to
     $7,400,000. This underlying structure would result in a split first
     consisting of approximately $5,000,000 @7% and $2,400,000 with a target
     interest rate of 6.92%. The

                                       24

<PAGE>

     loan payments would be based on an original 25 year amortization schedule
     of which 20 years would be remaining and 5 years remaining on the date
     (September 2007). The loan prepayment is subject to a yield maintenance
     formula.

     Seller would carry back a Second Trust Deed in the amount of $1,000,000 at
     rate of 7% interest only, all principal and any accrued interest due
     September 1, 2007. Should the Lender decrease the amount of the First Trust
     Deed to $7,150,000 or more, then the Seller will increase the Second Trust
     Deed under the same terms and conditions, by the amount necessary to
     provide $8,400,000 of total financing. Should the lender increase the
     interest rate, then the Seller will decrease the interest rate on the
     Second Trust deed, such that, the blended rate on the $8,400,000 of
     financing, shall not exceed 7%.

              THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

                  SIGNATURE PAGE FOR PARK SAHARA OFFICE COMPLEX
                               PURCHASE AGREEMENT

EXECUTED on this 14TH day of August, 2002

SELLER:

Park Sahara Office Center Limited

By: /s/ Ronald W. Gardiner
    -----------------------------
Title: GENERAL PARTNER
      --------------------------

                                       25

<PAGE>

EXECUTED on this 16 day of August, 2002.

BUYER:

TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company

By: /s/ Anthony W. Thompson
    -----------------------------
    Anthony W. Thompson
    President

                                       26

<PAGE>

                                    EXHIBIT A

                     Legal Description of the Real Property

</TEXT>
</DOCUMENT>
