G REIT INC
EXHIBIT 10.05
<DOCUMENT>
<TYPE>EX-10.05
<SEQUENCE>7
<FILENAME>a97894exv10w05.txt
<DESCRIPTION>EXHIBIT 10.05
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.05

                           PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS
                                (HAWTHORNE PLAZA)

         THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this
"AGREEMENT") is made by and between ITW MORTGAGE INVESTMENTS II, INC., a
Delaware corporation ("SELLER"), and TRIPLE NET PROPERTIES, L.L.C., a Virginia
limited liability company ("PURCHASER").

         In consideration of the mutual covenants and representations herein
contained, and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, Seller and Purchaser agree as follows:

                                       1.
                               PURCHASE AND SALE

         1.1      PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser
hereby agrees to purchase from Seller, all of the Seller's assignable and
transferable right, title and interest in and to the following described
property (herein collectively called the "PROPERTY"):

                  (a)      LAND. That certain tract of land (the "LAND") located
         in the City and County of San Francisco, California, being more
         particularly described on EXHIBIT A attached hereto and made a part
         hereof.

                  (b)      EASEMENTS. All easements, if any, benefiting the Land
         or the Improvements (as defined in Section 1.1 (d) of this Agreement).

                  (c)      RIGHTS AND APPURTENANCES. All rights and
         appurtenances pertaining to the Land, including any right, title and
         interest of Seller in and to adjacent streets, alleys or rights-
         of-way.

                  (d)      IMPROVEMENTS. All improvements and related amenities
         known as "Hawthorne Plaza" (the "IMPROVEMENTS") in and on the Land, and
         having an address of 75-95 Hawthorne Street, San Francisco, California.

                  (e)      LEASES. All leases (the "LEASES") of space in the
         Property, concession leases, and all tenant security deposits held by
         Seller on the Closing Date (as defined in Section 6.1 of this
         Agreement).

                  (f)      TANGIBLE PERSONAL PROPERTY. All appliances, fixtures,
         equipment, machinery, furniture, carpet, drapes and other personal
         property, if any, owned by Seller and located on or about the Land and
         the Improvements (the "TANGIBLE PERSONAL PROPERTY").

                  (g)      CONTRACTS. To the extent assignable without the
         consent of third parties, the Contracts (as defined in Section 4.1(b)
         of this Agreement). Purchaser shall notify Seller in writing at least
         thirty-five (35) days prior to the Closing Date if Purchaser elects not
         to assume at Closing (as defined in Section 6.1 of this Agreement) any
         of the Contracts. Upon Seller's receipt of such written notice, Seller
         shall give notice of termination of such disapproved Contract(s);
         provided, if by the terms of the disapproved Contract Seller has no
         right to terminate same on or

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AND JOINT ESCROW INSTRUCTIONS                                             Page 1
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         prior to Closing, or if any fee or other compensation is due thereunder
         as a result of such termination, Purchaser shall be required at Closing
         to assume all obligations thereunder until the effective date of the
         termination and to assume the obligation to pay or to reimburse Seller
         for the payment of the termination charge.

                  (h)      INTANGIBLE PROPERTY. To the extent assignable without
         the consent of third parties, all intangible property (the "INTANGIBLE
         PROPERTY"), if any, owned by Seller and pertaining to the Land, the
         Improvements, or the Tangible Personal Property including, without
         limitation, the name "Hawthorne Plaza", all warranties and guaranties
         relating to the Property or the Leases to the extent assignable and
         transferable without the consent of third parties and without payment
         of a fee or penalty, transferable utility contracts, transferable
         telephone exchange numbers, plans and specifications, engineering plans
         and studies, floor plans and landscape plans.

         1.2      INDEPENDENT CONSIDERATION. Upon execution of this Agreement,
Purchaser has delivered to Seller, and Seller acknowledges receipt of, FIFTY AND
NO/100 DOLLARS ($50.00) (the "INDEPENDENT CONSIDERATION"), as consideration for
Purchaser's right to purchase the Property and for Seller's execution, delivery
and performance of this Agreement. The Independent Consideration is in addition
to and independent of any other consideration or payment provided for in this
Agreement, is non-refundable and shall be retained by Seller notwithstanding any
other provision of this Agreement.

                                       2.
                                 PURCHASE PRICE

         2.1      PURCHASE PRICE. The purchase price (the "PURCHASE PRICE") for
the Property shall be NINETY-SEVEN MILLION AND NO/100 DOLLARS ($97,000,000.00)
and shall be paid in cash by Purchaser to Seller at the Closing by wire transfer
in accordance with wire transfer instructions to be provided by Seller.

                                       3.
                                  EARNEST MONEY

         3.1      EARNEST MONEY. Prior to the Effective Date (as defined in
Section 10.13 of this Agreement), Purchaser deposited with Title Company (as
defined in Section 6.1 of this Agreement), the amount of TWO MILLION AND NO/100
DOLLARS ($2,000,000.00) (which amount, together with all interest accrued
thereon, if any, is herein called the "EARNEST MONEY"). The Earnest Money is
hereby deemed immediately earned by Seller and shall be non-refundable to
Purchaser except in the event of Seller's default pursuant to Section 8.1 of
this Agreement beyond all applicable cure periods or except as set forth in
Sections 4.6(a), 4.8, 7.1 or 7.2 of this Agreement. If the sale of the Property
is consummated under this Agreement, the Earnest Money shall be applied to the
payment of the Purchase Price at Closing.

                                       4.
                             CONDITIONS TO CLOSING

         4.1      SELLER'S OBLIGATIONS. Prior to the Effective Date, Seller
delivered to Purchaser and Purchaser hereby acknowledges receipt of the
following:

                  (a)      TITLE REPORT/COMMITMENT. A Preliminary Title
         Report/Commitment for Owner's Policy of Title Insurance (the "TITLE
         COMMITMENT") with respect to the Property, and

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AND JOINT ESCROW INSTRUCTIONS                                             Page 2
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         legible copies of any restrictive covenants, easements, and other items
         listed as title exceptions therein.

                  (b)      CONTRACTS. Copies of all contracts pertaining to the
         Property (the "CONTRACTS"), including, but not limited to, management
         contracts, service contracts, equipment leases and maintenance
         contracts, to the extent in the possession of GE Capital Realty Group,
         Inc. ("GECRG").

                  (c)      RENT ROLL. A rent roll describing all Leases of space
         in the Improvements as of the last month GECRG has received such
         information from the property manager of the Property (the "RENT
         ROLL").

                  4.1.1    PURCHASER'S SATISFACTION. Except as otherwise set
forth in Section 4.1.3 of this Agreement, Purchaser is hereby deemed to be
satisfied with the suitability of the Property for Purchaser's intended uses and
with the items described above in Section 4.1 and Purchaser has no right to
terminate this Agreement in connection therewith.

                  4.1.2    TITLE COMMITMENT AND SURVEY. Except as otherwise set
forth in Section 4.1.3 of this Agreement, Purchaser is hereby deemed to be
satisfied with any survey of the Property obtained by Purchaser and with the
Title Commitment and exception documents and the matters set forth therein, and
Purchaser shall have no right to terminate this Agreement in connection
therewith.

                  4.1.3    LIMITATIONS OF SELLER'S OBLIGATIONS. Notwithstanding
anything contained herein to the contrary, Seller shall have no obligation to
take any steps, bring any action or proceeding or incur any effort or expense
whatsoever to eliminate, modify or cure any objection Purchaser may have with
respect to Section 4.1.1, Section 4.1.2 or Section 4.2, except Seller at its
sole cost and expense on or before the Closing, shall remove of record (or bond
around in a manner reasonably satisfactory to Title Company) (a) any mortgage,
deed of trust, assignment of leases and rents (or the equivalent), or financing
statement executed by Seller, (b) any mechanic's lien for work contracted for by
Seller, and (c) any judgment against Seller for sum certain, U.S. tax lien or
real property tax lien (except for any taxes not yet delinquent) of record
affecting Seller's interest in the Land, which neither arises from nor was
caused by any work, services or labor performed by, or any materials furnished
to, or any other act or omission of, Purchaser or any of Purchaser's
representatives, the cost of which removal (as it applies only to the matters
described in (b) and (c) above) shall not in the aggregate exceed $50,000.

         4.2      INSPECTION. Purchaser is hereby deemed to be satisfied with
its inspections, testing and surveys of the Property, and all records,
agreements, and instruments relating thereto, including, without limitation, the
Leases and Contracts, and Purchaser shall have no right to terminate this
Agreement in connection therewith. Notwithstanding the foregoing, Purchaser must
obtain Seller's prior written approval of the scope and method of any
environmental testing or investigation (other than a non-intrusive Phase I
environmental inspection) and any inspection which would materially alter the
physical condition of the Property, prior to Purchaser's commencement of such
inspections or testing. In any event, Seller and its representatives, agents,
and/or contractors shall have the right to be present during any such testing,
investigation, or inspection. Purchaser may not conduct interviews with tenants
at the Property without Seller's prior written consent and first affording
Seller or its authorized representatives an opportunity to be present at such
interview. All information provided by Seller to Purchaser or obtained by
Purchaser relating to the Property in the course of Purchaser's review,
including, without limitation, any environmental assessment or audit
(collectively, the "REPORTS") shall be treated as confidential information by
Purchaser and Purchaser shall instruct all of its employees, agents,
representatives and contractors as to the confidentiality of all such
information. Purchaser is hereby

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AND JOINT ESCROW INSTRUCTIONS                                             Page 3
Hawthorne Plaza/Triple Net Properties, L.L.C.

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permitted to disclose such Reports to Purchaser's potential investors (so long
as Purchaser first obtains an executed confidentiality agreement from such
potential investors) in the form provided by GECRG. Purchaser shall restore the
Property to its condition existing immediately prior to Purchaser's inspection
thereof, and Purchaser shall be liable for all damage or injury to any person or
property resulting from, relating to or arising out of any such inspection,
whether occasioned by the acts of Purchaser or any of its employees, agents,
representatives or contractors, and Purchaser shall indemnify and hold harmless
Seller and its agents, employees, officers, directors, affiliates and asset
managers from any liability resulting therefrom. This indemnification by
Purchaser shall survive the Closing or the termination of this Agreement, as
applicable.

         4.3      PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser
represents and warrants to Seller that (a) Purchaser is a limited liability
company, duly organized and in good standing under the laws of the State of
Virginia, is qualified to do business in the State of California and has the
power to enter into this Agreement and to execute and deliver this Agreement and
to perform all duties and obligations imposed upon it hereunder, and Purchaser
has obtained all necessary partnership and corporate authorizations required in
connection with the execution, delivery and performance contemplated by this
Agreement and has obtained the consent of all entities and parties necessary to
bind Purchaser to this Agreement, and (b) neither the execution nor the delivery
of this Agreement, nor the consummation of the purchase and sale contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement conflict with or will result in the breach of any of the terms,
conditions, or provisions of any agreement or instrument to which Purchaser, or
any partner or related entity or affiliate of Purchaser, is a party or by which
Purchaser, any partner or related entity or affiliate of Purchaser, or any of
Purchaser's assets is bound, and (c) neither Purchaser nor any partner, related
entity or affiliate of Purchaser is in any way affiliated with Seller, GE
Capital Realty Group. Inc., General Electric Capital Corporation, General
Electric Realty Advisors, Inc., General Electric Company or any affiliate of
General Electric Company, and (d) that, with respect to each source of funds to
be used by it to purchase the Property (respectively, the "SOURCE"), at least
one of the following statements shall be accurate as of the Closing Date: (i)
the Source does not include the assets of (A) an "employee benefit plan" as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), which is subject to Title I of ERISA, or (B) a "plan" as
defined in Section 4975(a) of the Internal Revenue Code of 1986, as amended
("CODE"), or (ii) the Source includes the assets of (A) an "employee benefit
plan" as defined in Section 3(3) of ERISA or (B) a "plan" as defined in Section
4975 of the Code (each of which has been identified to the Seller in writing
pursuant to this Section 4.3 at least ten (10) business days prior to the
Closing Date), but the use of such Source to purchase the Property will not
result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code. The Purchaser's representations and warranties set
forth in this Section 4.3 shall survive the Closing or termination of this
Agreement. Purchaser's representations and warranties contained herein must be
true and correct through the Closing Date, and Purchaser's failure to notify
Seller prior to the Closing Date of any inaccuracies shall be a default by
Purchaser under this Agreement.

         4.4      SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants to Purchaser that:

                  4.4.1    Seller has the full partnership/corporate right,
power, and authority, without the joinder of any other person or entity, to
enter into, execute and deliver this Agreement, and to perform all duties and
obligations imposed on Seller under this Agreement.

                  4.4.2    Neither the execution nor the delivery of this
Agreement, nor the consummation of the purchase and sale contemplated hereby,
nor the fulfillment of or compliance with the terms and conditions of this
Agreement conflict with or will result in the breach of any of the terms,
conditions, or

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AND JOINT ESCROW INSTRUCTIONS                                             Page 4
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provisions of any agreement or instrument to which Seller is a party or by which
Seller or any of Seller's assets is bound.

                  4.4.3    To Seller's knowledge, between June 18, 2002 (the
"ACQUISITION DATE") and the Effective Date, Seller has not been served with
process in any litigation or condemnation proceeding affecting the Property
which would adversely affect Seller's ability to perform its obligations under
this Agreement.

                  4.4.4    To Seller's knowledge, between the Acquisition Date
and the Effective Date, Seller has not received any written notices of zoning
change or special assessments with respect to the Property.

                  4.4.5    To Seller's knowledge, EXHIBIT I contains a complete
list of all Contracts entered into by Seller or its authorized agents affecting
the Property between the Acquisition Date and the Effective Date, including all
amendments and modifications thereto.

                  4.4.6    To Seller's knowledge, EXHIBIT J contains a complete
list of Leases affecting the Property between the Acquisition Date and the
Effective Date, and all amendments and modifications thereto.

         4.5      KNOWLEDGE. As used herein, the term "to Seller's knowledge"
shall mean only the "current actual knowledge without inquiry" (as defined
below) of the following designee of Seller and GECRG: Mike Malloy. As used
herein, the term "current actual knowledge without inquiry" shall mean only the
actual, current and not constructive, imputed or implied knowledge of such
designee without having made a review of the files or other inquiry. Anything
herein to the contrary notwithstanding, such designee shall not have any
personal liability or obligation whatsoever with respect to any of the matters
set forth in this Agreement or any of the Seller's representation herein being
or becoming untrue, inaccurate or incomplete in any respect. Notwithstanding
anything to the contrary contained herein, Purchaser and any of its successors
and assigns, shall be, and hereby are deemed to have knowledge (whether actual,
constructive or imputed), of all matters and information set forth in the
Reports and/or discovered by Purchaser as part of Purchaser's due diligence of
the Property.

         4.6      SURVIVAL; LIABILITY. Any and all of the representations and
warranties of Seller as contained in this Agreement shall be true as of the
Effective Date and the Closing Date and shall merge with the Deed and shall be
void and of no further force or effect whatsoever from and after six (6) months
from the Closing Date. Consequently, Purchaser stipulates and agrees that from
and after such six (6) month period, it is not entitled to claim and agrees not
to claim any damages of any kind with respect to any alleged breach and/or
violation of any of such representations and/or warranties of Seller.
Furthermore,

                  (a)      if Purchaser becomes aware prior to Closing of any
         inaccuracy of any of Seller's representations or warranties as set
         forth herein, Purchaser shall give Seller written notice of any such
         inaccuracy, and during the fifteen (15) day period after such notice,
         Seller shall have the right, but not the obligation, to cure any such
         inaccuracy to the satisfaction of Purchaser, and the Closing Date shall
         be extended for such period. In the event Purchaser becomes aware of
         any inaccuracy of any of Seller's representations and warranties prior
         to Closing and (a) Purchaser fails to give Seller notice thereof as
         required hereby or (b) following notice thereof, Seller fails or is
         unable to cure any such inaccuracy to the reasonable satisfaction of
         Purchaser, Purchaser must still consummate the Closing and Purchaser's
         sole remedy for any such inaccuracy shall be to seek recovery of its
         actual damages (but not special, consequential, speculative, punitive
         or other

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AND JOINT ESCROW INSTRUCTIONS                                             Page 5
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         damages), and the amount of such damages shall be subject to the
         $500,000.00 dollar limitation set forth in Section 4.6(b) below.

                  (b)      if Purchaser first becomes aware after Closing of any
         breach and/or violation of any of Seller's representations and/or
         warranties set forth herein, and Purchaser timely commences any
         action(s) to enforce any alleged breach and/or violation of any of the
         representations and/or warranties of Seller as set forth in this
         Agreement, then Purchaser's sole remedy shall be to seek recovery of
         its actual damages (but not special, consequential, speculative,
         punitive or other damages) and the amount of such damages, in the
         aggregate (with respect to any and all such breaches and/or violations)
         shall not exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
         ($500,000.00), which such sum shall include all of Purchaser's
         attorneys' fees, costs, expert witness fees and court costs.

Notwithstanding anything to the contrary contained herein, in no event shall the
aggregate amount of damages recovered hereunder exceed $500,000.00.

         4.7      TENANT ESTOPPEL CERTIFICATES. Seller agrees to submit or cause
its property manager to submit within ten (10) days after the Effective Date
hereof to each tenant or lessee under a Lease a request for such tenant or
lessee to execute and deliver a tenant estoppel certificate and subordination,
non-disturbance and attornment agreement ("SNDA") to Purchaser with respect to
its Lease in the form attached hereto as EXHIBIT D or on the form required under
such tenant's lease. Each tenant estoppel certificate shall include statements
(a) identifying the Lease and all modifications thereof, (b) either setting
forth that there is no default under the Lease or specifying any such default,
and (c) either setting forth that there is no security deposit under the Lease
or specifying the amount of any such security deposit; provided, however, Seller
shall have no obligation or responsibility with respect to any tenant estoppel
certificate or SNDA other than to submit or cause to be submitted such
certificate and SNDA to the tenant or lessee and request the execution and
return thereof, and Purchaser shall have no right to terminate this Agreement in
connection therewith. Solely in the event Purchaser does not receive a tenant
estoppel certificate on or before April 18, 2004, from Government Services
Administration ("GSA") with respect to its leases at the Property, Purchaser
shall have the one-time right, in its sole discretion, to extend the originally
scheduled Closing Date of April 18, 2004, to May 10, 2004 in order to allow
Seller (with the cooperation of Purchaser) to obtain such tenant estoppel
certificate from the GSA. If Purchaser still has not received the tenant
estoppel certificate from GSA on or before May 10, 2004, Purchaser must still
consummate the Closing of the transactions contemplated by this Agreement and
Closing will not be extended.

         4.8      DEFECTIVE CONDITION EXTENSION; TERMINATION. The obligations of
Seller hereunder are subject to and contingent upon the following:

                  In the event that subsequent to the execution of this
         Agreement Seller obtains knowledge of, or Purchaser's inspection of the
         Property reveals the presence of any Hazardous Materials (as defined in
         Section 5.2 of this Agreement) or the violation or potential violation
         of any Environmental Requirements (as defined in Section 5.3 of this
         Agreement), whether or not in violation of any applicable law,
         ordinance, code, regulation or decree of any governmental authority
         having jurisdiction over the Property (collectively, a "DEFECTIVE
         CONDITION"), which Seller, in its sole judgment, determines could
         constitute a potential liability to Seller after the Closing or should
         be remedied prior to the sale of the Property, Seller shall have the
         right upon written notice to Purchaser on or before the scheduled
         Closing Date either (i) to extend the Closing Date for the period of
         time necessary to evaluate the possibility of remediating the Defective
         Condition and, if Seller so elects, to complete such remediation at
         Seller's sole cost and

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AND JOINT ESCROW INSTRUCTIONS                                             Page 6
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         expense, or (ii) to terminate this Agreement upon written notice to
         Purchaser, in which event the Earnest Money shall be refunded to
         Purchaser (subject to Purchaser's delivery of the Reports to Seller),
         and neither party shall have any further right or obligation hereunder
         other than those obligations which expressly survive the Closing on
         earlier termination of this Agreement (the "SURVIVING OBLIGATIONS").
         The terms of this Section 4.8 are solely for the benefit of Seller and
         Purchaser shall have no additional right or remedy hereunder as a
         result of the exercise by Seller of its rights under this Section 4.8.

         4.9      INDEPENDENT AUDIT. Seller shall provide at no cost to Seller,
and shall cause its property manager to provide to Purchaser's representatives
and independent accounting firm access to financial and other similar
information relating to the Property in the possession of Seller. Seller shall
provide and/or shall cause its property manager to provide to Purchaser's
independent accounting firm a signed representation letter in the form attached
hereto as EXHIBIT H.

                                       5.
                   NO REPRESENTATIONS OR WARRANTIES BY SELLER;
                             ACCEPTANCE OF PROPERTY

         5.1      DISCLAIMER. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN
THE IMPLIED WARRANTY OF TITLE IN THE DEED, AS DEFINED BELOW), PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE
INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT
THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY
LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY
OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF
THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H)
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE
PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), (I) ZONING TO WHICH THE
PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (J) THE AVAILABILITY OF ANY
UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION,
WATER, SEWAGE, GAS AND ELECTRIC, (K) USAGES OF ANY ADJOINING PROPERTY, (L)
ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (M) THE VALUE, COMPLIANCE WITH
THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY,
DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL
OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME,
EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OF CLAIMS ON OR AFFECTING OR
PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (N) THE CONDITION OR USE OF THE
PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE
FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS

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AND JOINT ESCROW INSTRUCTIONS                                             Page 7
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OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (O)
THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (P) ANY OTHER
MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR IMPROVEMENTS, (Q) THE
POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (R) THE EXISTENCE OF VESTED
LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR (S) ANY
OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, EXCEPT AS SPECIFICALLY
PROVIDED IN THIS AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED
TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE,
ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE
REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO SUCH REPRESENTATION, WARRANTY,
AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON
BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET
FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, HAVING BEEN GIVEN THE OPPORTUNITY TO
INSPECT THE PROPERTY, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON
ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE
PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER
(INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM
OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE
PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND
THAT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH
INFORMATION. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION
OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED
BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED
BY LAW, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SALE OF THE
PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH
ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN
ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY
SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, PURCHASER HEREBY AGREES TO INDEMNIFY,
PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL
DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF
ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN
CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING,
USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 5 SHALL
SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. EFFECTIVE FROM AND AFTER THE
CLOSING DATE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,

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AND JOINT ESCROW INSTRUCTIONS                                             Page 8
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<PAGE>

PURCHASER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER TO THE
MAXIMUM EXTENT PERMITTED BY LAW, OF ANY AND ALL CLAIMS, ACTIONS, CAUSES OF
ACTION, DEMANDS, RIGHTS, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES
WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT
IT NOW HAS OR THAT MAY ARISE IN THE FUTURE, BECAUSE OF OR IN ANY WAY GROWING OUT
OF OR CONNECTED WITH THIS AGREEMENT OR THE PROPERTY. PURCHASER IS AWARE OF THE
PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH SECTION READS AS
FOLLOWS:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
         KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
         RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
         SETTLEMENT WITH THE DEBTOR.

         BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SAID
         SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND THE PROVISIONS OF ANY
         OTHER APPLICABLE LAWS RESTRICTING THE RELEASE OF CLAIMS WHICH PURCHASER
         DID NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF RELEASE, WHICH, IF
         KNOWN, WOULD HAVE MATERIALLY AFFECTED THE DECISION TO AGREE TO THIS
         RELEASE. PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS TO SELLER
         THAT IT HAS HAD ADVICE OF COUNSEL OF ITS OWN CHOOSING IN NEGOTIATIONS
         FOR AND THE PREPARATION OF THIS AGREEMENT, INCLUDING THE FOREGOING
         RELEASE, THAT IT HAS READ THE PROVISIONS OF THIS AGREEMENT, INCLUDING
         THE FOREGOING RELEASE, THAT IT HAS HAD THE FOREGOING RELEASE FULLY
         EXPLAINED BY SUCH COUNSEL, AND THAT IT IS FULLY AWARE OF ITS CONTENTS
         AND LEGAL EFFECT.

              /s/ AWT                                  /s/ JT
             ----------------------                   ----------------------
             Purchaser's Initials                       Seller's Initials

         5.2      HAZARDOUS MATERIALS. "Hazardous Materials" shall mean any
substance which is or contains (i) any "hazardous substance" as now or hereafter
defined in Section 101(14) of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et
seq,.) ("CERCLA") or any regulations promulgated under CERCLA; (ii) any
"hazardous waste" as now or hereafter defined in the Resource Conservation and
Recovery Act (42 U.S.C. Section 6901 et seq.) ("RCRA") or regulations
promulgated under RCRA; (iii) any substance regulated by the Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.); (iv) gasoline, diesel fuel, or
other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in
any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii)
radon gas; and (viii) any additional substances or materials which are now or
hereafter classified or considered to be hazardous or toxic under Environmental
Requirements (as defined in Section 5.3 of this Agreement) or the common law, or
any other applicable laws relating to the Property. Hazardous Materials shall
include, without limitation, any substance, the presence of which on the
Property, (A) requires reporting, investigation or remediation under
Environmental Requirements; (B) causes or threatens to cause a nuisance on the
Property or adjacent property or poses or threatens to pose a hazard to the
health or safety of persons on the Property or adjacent property; or (C) which,
if it emanated or migrated from the Property, could constitute a trespass.

         5.3      ENVIRONMENTAL REQUIREMENTS. "Environmental Requirements" shall
mean all laws, ordinances, statutes, codes, rules, regulations, agreements,
judgments, orders, and decrees, now or hereafter enacted, promulgated, or
amended, of the United States, the states, the counties, the cities, or any
other political subdivisions in which the Property is located, and any other
political subdivision,

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AND JOINT ESCROW INSTRUCTIONS                                             Page 9
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<PAGE>

agency or instrumentality exercising jurisdiction over the owner of the
Property, the Property, or the use of the Property, relating to pollution, the
protection or regulation of human health, natural resources, or the environment,
or the emission, discharge, release or threatened release of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or waste
or Hazardous Materials into the environment (including, without limitation,
ambient air, surface water, ground water or land or soil).

                                       6.
                                     CLOSING

         6.1      ESCROW AND CLOSING. Upon execution of this Agreement, the
parties shall open escrow with Title Company by depositing with Title Company at
least three (3) fully-executed originals of this Agreement. This Agreement shall
serve as instructions to Title Company for consummation of the purchase and sale
contemplated hereby. Seller and Purchaser each may execute supplemental escrow
instructions, in each party's sole and absolute discretion. The Closing (the
"CLOSING") shall be held at the offices of First American Title Insurance
Company (the "TITLE COMPANY") at 550 South Hope Street, Suite 1950, Los Angeles,
California 90071, Attention: Audra Williams, at a date designated by Seller and
Purchaser on or before April 18, 2004 (the "CLOSING DATE") unless the parties
mutually agree in writing upon another place, time or date.

         6.2      POSSESSION. Possession of the Property shall be delivered to
Purchaser at the Closing, including, without limitation but only to the extent
in the possession of GECRG, all keys to all Improvements, combinations to any
safes or other security devices at the Property, and all non-proprietary records
and files relating to the management or operation of the Property.

         6.3      PRORATION. All rents, other amounts payable by the tenants
under the Leases, income, utilities (except in the event Seller is able to
obtain a meter reading as of the Closing Date, in which event utilities will not
be prorated) and all other operating expenses with respect to the Property for
the month in which the Closing occurs, and real estate and personal property
taxes and other assessments with respect to the Property for the year in which
the Closing occurs, shall be prorated to the date Seller receives the Purchase
Price in immediately available funds with Seller receiving the benefits and
burdens of ownership on the Closing Date.

                  (a)      If the Closing shall occur before rents and all other
         amounts payable by the tenants under the Leases and all other income
         from the Property have actually been paid for the month in which the
         Closing occurs, the apportionment of such rents and other amounts and
         other income shall be upon the basis of such rents, other amounts and
         other income actually received by Seller. Subsequent to the Closing, if
         any such rents and other income are actually received by Purchaser, all
         such amounts shall first be applied to post-closing rents due to
         Purchaser which are past due and the balance shall be immediately paid
         by Purchaser to Seller to the extent such rents were delinquent prior
         to Closing, or to the extent such rents were payable for the month of
         Closing but were not prorated at Closing. Purchaser shall make a good
         faith effort and attempt to collect any such rents and other amounts
         and other income not apportioned at the Closing for the benefit of
         Seller, however, Purchaser shall not be required to expend any funds or
         institute any litigation in its collection efforts. Nothing in this
         Section 6.3(a) shall restrict Seller's right to collect delinquent
         rents directly from a tenant by any legal means; provided, however,
         Seller shall not be entitled to evict any tenant or otherwise terminate
         a tenant's lease.

                  (b)      Non-delinquent taxes will be prorated based on the
         latest available tax information.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 10
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

                  (c)      Seller shall endeavor in good faith to obtain a meter
         reading as of the Closing Date. If the Closing shall occur before the
         actual amount of utilities (if a meter reading was not obtained) and
         all other operating expenses with respect to the Property for the month
         in which the Closing occurs are determined, the apportionment of such
         utilities and other operating expenses shall be upon the basis of an
         estimate by Seller of such utilities and other operating expenses for
         such month. Subsequent to the Closing, when the actual amount of such
         utilities and other operating expenses with respect to the Property for
         the month in which the Closing occurs are determined, the parties agree
         to adjust the proration of such utilities and other operating expenses
         and, if necessary, to refund or repay such sums as shall be necessary
         to effect such adjustment.

                  (d)      Notwithstanding anything to the contrary contained
         herein, (i) Purchaser shall have no rights or claims with respect to
         the tenant payments of operating expenses for calendar year 2003 and
         prior years and (ii) Purchaser shall have no rights or claims with
         respect to amounts owed by tenants to Seller for reimbursement of
         certain capital expenditures made by Seller to the Property prior to
         the Effective Date, and with respect to items (i) and (ii) above,
         Seller shall be entitled to collect such amounts directly from tenants
         in accordance with this Section 6.3 and such amounts shall not be
         prorated and shall not be subject to the priority of payment set forth
         in Section 6.3 (a) above.

                  (e)      Prepaid rentals and other tenant charges and security
         deposits (including any portion thereof which may be designated as
         prepaid rent) under Leases, if and to the extent that such deposits are
         in Seller's actual possession or control and have not been otherwise
         applied by Seller to any obligations of any tenants under the Leases,
         shall be credited against the Purchase Price paid to Seller at the
         Closing. Upon Closing, Purchaser shall assume full responsibility for
         all such prepaid rentals, other charges and security deposits to be
         refunded to the tenants under the Leases (to the extent such amounts
         are required to be refunded by the terms of such Leases). In the event
         that any security deposits are in the form of letters of credit or
         other financial instruments (the "NON-CASH SECURITY DEPOSITS") Seller
         will, at Closing, cause such Non-Cash Security Deposits to be
         transferred to Purchaser and Purchaser will not receive a credit
         against the Purchase Price for such Non-Cash Security Deposits. In the
         event Purchaser cannot be named the beneficiary under the Non-Cash
         Security Deposits as of Closing, Seller will endeavor in good faith and
         on behalf of Purchaser to draw on such Non-Cash Security Deposits if
         warranted until such time as Purchaser is named the beneficiary under
         such Non-Cash Security Deposits.

                  (f)      Seller shall be responsible for all accrued and
         payable tenant improvement and leasing commission costs and expenses to
         the extent such costs are landlord's obligations under any lease of
         space in the Improvements that is executed prior to the Effective Date.
         Purchaser shall be responsible for and shall reimburse Seller (or
         prorate to the extent Seller receives any rental income under such new
         lease) at Closing for all costs and expenses incurred and paid by
         Seller under (i) any new lease of space in the Improvements executed
         after the Effective Date and (ii) any extension, renewal or
         modification of any lease of space in the Improvements executed after
         the Effective Date. Said costs and expenses shall include, but not be
         limited to, costs incurred and paid by Seller for tenant improvements,
         leasing commissions, capital improvements, and reasonable attorney's
         fees (with the costs in items (i) and (ii) above being referred to
         herein as the "POST EFFECTIVE DATE LEASE EXPENSES").

                  (g)      Seller has disclosed to Purchaser and Purchaser
         hereby acknowledges that the Environmental Protection Agency ("EPA")
         has requested that Seller complete certain tenant improvements at the
         EPA's leased premises which include, among other things, installing a
         new key card access system. Purchaser hereby expressly consents to and
         approves such tenant

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 11
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

         improvement work and in connection therewith, at Closing, to the extent
         the costs and expenses incurred and paid by the landlord under the EPA
         Lease is fully reimbursable by the EPA to the landlord pursuant to the
         EPA Lease (or supplemental EPA lease), then Purchaser shall reimburse
         Seller the amount of all costs and expenses incurred and paid by Seller
         in connection with such tenant improvement work. Notwithstanding
         anything to the contrary contained herein, the foregoing is not a
         guaranty by Seller that Purchaser will be able to collect any amounts
         owed by the EPA pursuant to its reimbursement obligation under the EPA
         Lease.

The agreements of Seller and Purchaser set forth in this Section 6.3 shall
survive the Closing.

         6.4      CLOSING COSTS. Except as otherwise expressly provided herein,
Seller shall pay, on the Closing Date, one-half (1/2) of any escrow fees and
other customary charges of the Title Company and all state, county and city
transfer taxes, and Purchaser shall pay, on the Closing Date, that portion of
the title insurance premium for the base Owner's Policy (as defined in Section
6.5(a) of this Agreement) allocable to CLTA standard coverage, the cost of any
survey of the Property prepared by or for Purchaser (provided, however, such
survey must also be certified to Seller), the portion of the title insurance
premium for the Owner's Policy allocable to ALTA coverage or any other coverage
above the standard CLTA coverage, the cost of any endorsements or additional
coverage over the base Owner's Policy, all recording costs, and one-half (1/2)
of any escrow fees and other customary charges of the Title Company. Except as
otherwise provided herein, each party shall pay its own attorneys' fees.

         6.5      SELLER'S OBLIGATIONS AT THE CLOSING. At the Closing, or at
such other time as indicated below, Seller shall deliver to Purchaser the
following:

                  (a)      TITLE POLICY. Within a reasonable period of time
         following Closing, an Owner's CLTA Policy of Title Insurance (the
         "OWNER'S POLICY"), naming Purchaser as insured, in the amount of the
         Purchase Price, insuring that Purchaser owns good and marketable fee
         simple title to the Property, subject only to the Permitted
         Encumbrances. Purchaser, at Purchaser's sole cost and expense, may
         elect to obtain additional coverage or endorsements over the base
         Owner's Policy, but obtaining such additional coverage or endorsements
         will not be a condition precedent to Purchaser's Closing obligations
         pursuant to this Agreement. The Owner's Policy shall be subject to the
         "PERMITTED ENCUMBRANCES." The term "PERMITTED ENCUMBRANCES" as used
         herein includes: any easement, right of way, encroachment, conflict,
         discrepancy, overlapping of improvements, protrusion, lien,
         encumbrance, restriction, condition, covenant, exception or other
         matter with respect to the Property that is reflected or addressed on
         the Survey or the Title Commitment and (iii) the rights and interests
         of parties claiming under the Leases.

                  (b)      EVIDENCE OF AUTHORITY. Such organizational and
         authorizing documents of Seller as shall be reasonably required by the
         Title Company and/or Title Company to evidence Seller's authority to
         consummate the transactions contemplated by this Agreement.

                  (c)      FOREIGN PERSON. An affidavit of Seller certifying
         that Seller is not a "foreign person," as defined in the federal
         Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax
         Reform Act, as amended, and the State of California equivalent as
         required by the State of California.

                  (d)      LEASES. The originals of all of the Leases, if any,
         in the possession of GECRG on the Closing Date.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 12
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

                  (e)      CONTRACTS. The originals of all of the Contracts, if
         any, in the possession of GECRG.

                  (f)      DEED. Grant Deed (the "DEED") conveying the Land and
         the Improvements to Purchaser in the form attached to this Agreement as
         EXHIBIT B.

                  (g)      593-W. Form 593-W.

                  (h)      TRANSFER TAX AFFIDAVIT. Transfer Tax Affidavit in the
         form attached to this Agreement as EXHIBIT K.

         6.6      PURCHASER'S OBLIGATIONS AT THE CLOSING. At the Closing,
Purchaser shall deliver to Seller the following:

                  (a)      PURCHASE PRICE. The Purchase Price by wire transfer
         of immediately available funds.

                  (b)      POST EFFECTIVE DATE LEASE EXPENSES. Immediately
         available funds in an amount equal to costs and expenses incurred and
         paid by Seller under (i) any new lease of space in the Improvements and
         (ii) any extension, renewal or modification of any lease of space in
         the Improvements, executed after the Effective Date. Said costs and
         expenses shall include, but not be limited to, costs incurred and paid
         by Seller for tenant improvements, leasing commissions, capital
         improvements, and reasonable attorney's fees.

                  (c)      EVIDENCE OF AUTHORITY. Such organizational and
         authorizing documents of Purchaser as shall be reasonably required by
         Seller and/or the Title Company authorizing Purchaser's acquisition of
         the Property pursuant to this Agreement and the execution of this
         Agreement and any documents to be executed by Purchaser at the Closing.

                  (d)      TAXPAYER I.D. CERTIFICATE. Taxpayer I.D. Certificate
         in the form attached to this Agreement as EXHIBIT E.

         6.7      DOCUMENTS TO BE EXECUTED BY SELLER AND PURCHASER. At the
Closing, Seller and Purchaser shall also execute and deliver the following:

                  (a)      TENANT NOTICES. Signed statements or notices to all
         tenants of the Property, in the form attached to this Agreement as
         EXHIBIT G, notifying such tenants that the Property has been
         transferred to Purchaser and that Purchaser is responsible for security
         deposits (specifying the amounts of such deposits).

                  (b)      BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF PERSONAL
         PROPERTY, SERVICE CONTRACTS, WARRANTIES AND LEASES. Bill of Sale,
         Assignment and Assumption of Personal Property, Service Contracts,
         Warranties and Leases (the "ASSIGNMENT") in the form attached to this
         Agreement as EXHIBIT C.

                  (c)      PROPERTY DISCLOSURES/NOTICES. Certain Property
         disclosures and/or notices, if any, required by applicable law,
         including, without limitation, disclosures and/or notices pertaining to
         natural hazards, earthquake safety for commercial property owners and
         water districts/water rights.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 13
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<PAGE>

                                       7.
                                  RISK OF LOSS

         7.1      CONDEMNATION. If, prior to the Closing, action is initiated to
take any of the Property by eminent domain proceedings or by deed in lieu
thereof, Purchaser may either at or prior to Closing (a) terminate this
Agreement, in which event the Earnest Money shall be refunded to Purchaser
(subject to Purchaser's delivery of the Reports to Seller), and neither party
shall have any further rights or obligations hereunder other than the Surviving
Obligations, or (b) consummate the Closing, in which latter event all of
Seller's assignable right, title and interest in and to the award of the
condemning authority shall be assigned to Purchaser at the Closing and there
shall be no reduction in the Purchase Price.

         7.2      CASUALTY. Except as provided in Sections 4.2 and 5.1 of this
Agreement, Seller assumes all risks and liability for damage to or injury
occurring to the Property by fire, storm, accident, or any other casualty or
cause until the Closing has been consummated. If the Property, or any part
thereof, suffers any damage in excess of $1,000,000.00 prior to the Closing from
fire or other casualty or if a tenant or tenants in the aggregate occupying at
least 50,000 square feet of space at the Property terminate their Leases
pursuant to the terms and conditions thereof as a result of such fire or other
casualty at the Property, which Seller, at its sole option, does not elect to
repair, Purchaser may either at or prior to Closing (a) terminate this
Agreement, in which event the Earnest Money shall be refunded to Purchaser
(subject to Purchaser's delivery of the Reports to Seller), and neither party
shall have any further right or obligation hereunder other than the Surviving
Obligations, or (b) consummate the Closing, in which latter event all of
Seller's right, title and interest in and to the proceeds of any insurance
covering such damage (less an amount equal to any expenses and costs incurred by
Seller to repair or restore the Property and any portion of such proceeds paid
or to be paid on account of the loss of rents or other income from the Property
for the period prior to and including the Closing Date, all of which shall be
payable to Seller), to the extent the amount of such insurance does not exceed
the Purchase Price, shall be assigned to Purchaser at the Closing. If the
Property, or any part thereof, suffers any damage less than $1,000,000.00 prior
to the Closing, Purchaser agrees that it will consummate the Closing and accept
the assignment of the proceeds of any insurance covering such damage plus an
amount equal to Seller's deductible under its insurance policy and an amount
equal to the uninsured loss, if any, and there shall be no reduction in the
Purchase Price.

                                       8.
                                    DEFAULT

         8.1      BREACH BY SELLER. In the event that Seller shall default in
any of its Article 6 obligations hereunder by failing to consummate this
Agreement for any reason other than as a result of (i) Purchaser's default, or
(ii) a termination of this Agreement by Purchaser or Seller pursuant to an
express right to do so under the provisions hereof, Purchaser, as its sole and
exclusive remedy may either (a) terminate this Agreement and receive a refund of
the Earnest Money (subject to Purchaser's delivery of the Reports to Seller),
and neither party shall have any further right or obligation hereunder other
than the Surviving Obligations, or (b) pursue the remedy of specific performance
of Seller's obligations under this Agreement; provided, however, that (i)
Purchaser shall only be entitled to such remedy if (A) any such suit for
specific performance is filed within sixty (60) days after Purchaser becomes
aware of the default by Seller, (B) Purchaser is not in default under this
Agreement, (C) Purchaser has tendered at least twenty percent (20%) of the
Purchase Price to the Title Company in immediately available funds and the Title
Company has acknowledged receipt of same, in writing, to Seller, and (D)
Purchaser has furnished ten (10) days prior written notice to Seller of its
intent and election to seek specific enforcement of this Agreement; and (ii)
notwithstanding anything to the contrary contained herein, Seller shall not be

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 14
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<PAGE>

obligated to expend any sums to cure any defaults under this Agreement and if
Purchaser seeks specific performance under this Agreement, Purchaser agrees to
accept the Property in its "WHERE IS, AS IS" condition. Purchaser hereby agrees
that prior to its exercise of any rights or remedies as a result of any defaults
by Seller, Purchaser will first deliver written notice of said default to
Seller, and if Seller so elects, Seller shall have the opportunity, but not the
obligation, to cure such default within ten (10) days after Seller's receipt of
such notice. In no event whatsoever shall Purchaser file any instrument of
record against title to the Property; provided, however, Purchaser may file a
lis pendens of this Agreement simultaneously with its filing of a suit for
specific performance pursuant to this Section 8.1. Notwithstanding any of the
foregoing to the contrary, in no event whatsoever shall Purchaser have the right
to seek money damages of any kind as a result of any default by Seller under any
of the terms of this Agreement. In no event shall Seller be liable to Purchaser
for any punitive, speculative or consequential damages.

         8.2      BREACH BY PURCHASER.

                  (a)      If Purchaser defaults in its obligations to satisfy
         any of its Article 6 obligations hereunder, Seller may terminate this
         Agreement and so long as Seller is not also in default of its Article 6
         obligations, thereupon shall be entitled to the Earnest Money as
         liquidated damages (and not as a penalty) and as Seller's sole remedy
         and relief hereunder (except for the Surviving Obligations). Seller and
         Purchaser have made this provision for liquidated damages because it
         would be difficult to calculate, on the date hereof, the amount of
         actual damages for such breach, and Seller and Purchaser agree that
         these sums represent reasonable compensation to Seller for such breach.

Liquidated Damages. BY INITIALING BELOW, THE PARTIES AGREE THAT IT WOULD BE
IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT,
THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF PURCHASER FAILS TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE
SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE PURCHASER'S
BENEFIT, PURCHASER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO
LIQUIDATED DAMAGES IN THE AMOUNT OF THE EARNEST MONEY, WHICH AMOUNT IS THE
PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN
THE EVENT THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FAILS TO CLOSE, SUCH
ESTIMATE BEING REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE
DATE OF THIS AGREEMENT. UPON PAYMENT OF SAID SUM TO SELLER, PURCHASER SHALL BE
RELEASED FROM ANY FURTHER OBLIGATION OR LIABILITY TO SELLER EXCEPT FOR THE
SURVIVING OBLIGATIONS, AND SELLER SHALL BE RELEASED FROM ANY FURTHER OBLIGATION
OR LIABILITY TO PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS
NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL
CODE Section 3275 OR Section 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED
DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE Sections 1671, 1676 AND 1677.

              /s/ AWT                                    /s/ JT
             ----------------------                   ----------------------
             Purchaser's Initials                       Seller's Initials

                  (b)      Notwithstanding the provisions of Section 8.2(a)
         above, the foregoing shall not in any way limit, affect or impair any
         of Purchaser's indemnities as provided in Sections 4.2, 5.1 or 10.2 of
         this Agreement.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 15
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<PAGE>

                                       9.
                                FUTURE OPERATIONS

         9.1      FUTURE OPERATIONS.

                  (a)      From the date of this Agreement until the Closing or
         earlier termination of this Agreement: (i) Seller will keep and
         maintain the Property in substantially its condition as of the date of
         this Agreement; and (ii) Seller will not, without the prior written
         consent of Purchaser, modify, enter into, or renew any Contract which
         cannot be cancelled upon thirty (30) days prior written notice.

                  (b)      From the Effective Date until the Closing or earlier
         termination of this Agreement, Seller will not lease any space in the
         Improvements except upon the prior written approval of Purchaser (such
         approval not to be unreasonably withheld or delayed); provided,
         however, this limitation upon Seller shall not apply with respect to
         lease renewals, lease extensions, rights of first refusal or offer, or
         options pursuant to rights granted under leases existing as of the
         Effective Date. All costs and expenses incurred and paid by Seller
         under (i) any new lease entered into after the Effective Date and (ii)
         any extension, renewal or modification of an existing lease entered
         into after the Effective Date, shall be paid by Purchaser in accordance
         with Section 6.3(f) of this Agreement. Said costs and expenses shall
         include, but not be limited to, costs incurred and paid by Seller for
         tenant improvements, leasing commissions, capital improvements, and
         reasonable attorney's fees. If Purchaser does not deliver written
         notice to Seller of its approval or disapproval of any matters for
         which Seller seeks Purchaser's approval as set forth above within five
         (5) business days after Purchaser's receipt of Seller's request for
         such approval, Purchaser shall be deemed to have approved such matters
         and to have agreed to assume all obligations with respect thereto.

                                       10.
                                 MISCELLANEOUS

         10.1     NOTICES. All notices, demands and requests which may be given
or which are required to be given by either party to the other, and any
exercise of a right of termination provided by this Agreement, shall be in
writing and shall be deemed effective either: (a) on the date personally
delivered to the address below, as evidenced by written receipt therefor,
whether or not actually received by the person to whom addressed; (b) on the
third (3rd) business day after being sent, by certified or registered mail,
return receipt requested, addressed to the intended recipient at the address
specified below; (c) on the first (1st) business day after being deposited into
the custody of a nationally recognized overnight delivery service such as
Federal Express Corporation, Emery or Purolator, addressed to such party at the
address specified below, or (d) on the first (1st) business day after the date
delivered by facsimile to the respective numbers specified below. For purposes
of this Section 10.1, the addresses of the parties for all notices are as
follows (unless changed by similar notice in writing given by the particular
person whose address is to be changed):

         If to Seller:             c/o GE Capital Real Estate
                                   1901 Main Street, 7th Floor
                                   Irvine, California 92614
                                   Attention: Mr. Mike Malloy
                                   Telephone: (949)477-1566
                                   Fax:       (949) 477-0903
                                   Email:      Mike.Malloy@gecapital.com

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 16
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

with a copy to:            Andrews Kurth LLP
                           1717 Main Street, Suite 3700
                           Dallas, Texas 75201
                           Attention: Andrew L. Campbell, Esq.
                           Telephone: (214) 659-4511
                           Fax:       (214) 659-4401
                           Email:     acampbell@andrewskurth.com

If to Purchaser:           Triple Net Properties, L.L.C.
                           1551 N. Tustin Avenue, Suite 200
                           Santa Ana, California 92705
                           Attention: Theresa Hutton/Alex Velland
                           Tel:       (714)667-8252
                           Fax:       (714)667-8611
                           Email:      __________________________________

with a copy to:            Hirschler Fleischer
                           701 East Byrd Street, 15th Floor
                           Richmond, Virginia ___________
                           Attention: Joe McQuade, Esq.
                                      Louis J. Rogers, Esq.
                           Tel:       (804) 771-9502
                                      (804) 771-9567
                           Fax:       (804) 644-0957
                           Email:     jmcquade@hirschlerfleischer.com
                                      lrogers@hirschlerfleischer.com

If to Title Company:       First American Title Insurance Company
                           550 South Hope Street, Suite 1950
                           Los Angeles, California 90071
                           Attention: Audra Williams
                           Tel:       (213) 271-1703
                           Fax:       (213) 271-1773
                           Email:     auwilliams@firstam.com
                           Escrow No. 73371-LAZ

         10.2     REAL ESTATE COMMISSIONS. Seller shall pay to Grubb & Ellis
Company (hereinafter called "AGENT" whether one or more) upon the Closing of the
transaction contemplated hereby, and not otherwise, a cash commission in the
amount agreed on in a separate listing agreement between Seller and Agent. Said
commission shall in no event be earned, due and payable unless and until the
transaction contemplated hereby is closed and fully consummated strictly in
accordance with the terms of this Agreement and Seller has received the Purchase
Price in immediately available funds; if such transaction is not closed and
fully consummated for any reason, including, without limitation, failure of
title or default by Seller or Purchaser or termination of this Agreement
pursuant to the terms hereof, then such commission will be deemed not to have
been earned and shall not be due or payable. Except as set forth above with
respect to Agent, neither Seller nor Purchaser has authorized any broker or
finder to act on Purchaser's behalf in connection with the sale and purchase
hereunder and neither Seller nor Purchaser has dealt with any broker or finder
purporting to act on behalf of any other party. Purchaser agrees to indemnify
and hold harmless Seller from and against any and all claims, losses, damages,
costs or

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 17
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

expenses of any kind or character arising out of or resulting from any
agreement, arrangement or understanding alleged to have been made by Purchaser
or on Purchaser's behalf with any broker or finder in connection with this
Agreement or the transaction contemplated hereby. Seller agrees to indemnify and
hold harmless Purchaser from and against any and all claims, losses, damages,
costs or expenses of any kind or character arising out of or resulting from any
agreement, arrangement or understanding alleged to have been made by Seller or
on Seller's behalf with any broker or finder in connection with this Agreement
or the transaction contemplated hereby. Notwithstanding anything to the contrary
contained herein, this Section 10.2 shall survive the Closing or any earlier
termination of this Agreement.

         10.3     ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the parties relative to the subject matter hereof, and there are no oral
or written agreements between the parties, nor any representations made by
either party relative to the subject matter hereof, which are not expressly set
forth herein.

         10.4     AMENDMENT. This Agreement may be amended only by a written
instrument executed by the party or parties to be bound thereby.

         10.5     HEADINGS. The captions and headings used in this Agreement are
for convenience only and do not in any way limit, amplify, or otherwise modify
the provisions of this Agreement.

         10.6     TIME OF ESSENCE. Time is of the essence of this Agreement;
however, if the final date of any period which is set out in any provision of
this Agreement falls on a Saturday, Sunday or legal holiday under the laws of
the United States or the State of California, then, in such event, the time of
such period shall be extended to the next day which is not a Saturday, Sunday or
legal holiday.

         10.7     GOVERNING LAW. This Agreement shall be governed by the laws of
the State of California and the laws of the United States pertaining to
transactions in such State.

         10.8     SUCCESSORS AND ASSIGNS; ASSIGNMENT. This Agreement shall bind
and inure to the benefit of Seller and Purchaser and their respective heirs,
executors, administrators, personal and legal representatives, successors and
permitted assigns. Purchaser shall not assign Purchaser's rights under this
Agreement without the prior written consent of Seller, which consent may be
withheld absolutely. In the event Seller consents to such assignment, Purchaser
and such assignee shall execute and deliver an Assignment of Purchase and Sale
Agreement in the form attached hereto as EXHIBIT F. Any subsequent assignment
may be made only with the prior written consent of Seller. No assignment of
Purchaser's rights hereunder shall relieve Purchaser of its liabilities under
this Agreement. Notwithstanding anything to the contrary contained herein,
Purchaser may assign this Agreement to an "AFFILIATE" so long as Purchaser
delivers to Seller, within ten (10) days after the Effective Date, the complete
names of all entities and persons controlling, controlled by, under common
control with or otherwise having an interest in the Affiliate. For purposes of
this Section 10.8 the term "Affiliate" shall mean any entity in which Triple Net
Properties, L.L.C. ultimately holds the controlling interest. This Agreement is
solely for the benefit of Seller and Purchaser; there are no third party
beneficiaries hereof. Any assignment of this Agreement in violation of the
foregoing provisions shall be null and void. Notwithstanding anything to the
contrary contained herein, Seller shall be entitled to assign its rights under
this Agreement to one or more entities prior to the Closing Date without the
necessity of Purchaser's consent, and upon such assignment and a conveyance of
the Property to Seller's assignee, Seller shall be released from all obligations
under this Agreement, "Seller" shall thereafter refer to and only to such
assignee, and Purchaser agrees to look solely to such assignee for performance
of all of Seller's obligations under this Agreement.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 18
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

         10.9     INVALID PROVISION. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; and, the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by
such illegal, invalid, or unenforceable provision or by its severance from this
Agreement.

         10.10    ATTORNEYS' FEES. In the event it becomes necessary for either
party hereto to file suit to enforce this Agreement or any provision contained
herein, the party prevailing in such suit shall be entitled to recover, in
addition to all other remedies or damages, as provided herein, reasonable
attorneys' fees and costs incurred in such suit, whether incurred at the trial
or appellate level, and including expert witness fees and costs.

         10.11    MULTIPLE COUNTERPARTS. This Agreement may be executed in a
number of identical counterparts which, taken together, shall constitute
collectively one (1) agreement; in making proof of this Agreement, it shall not
be necessary to produce or account for more than one such counterpart with each
party's signature.

         10.12    EXPIRATION. The execution of this Agreement by Purchaser and
the delivery hereof to Seller shall constitute an offer which shall be
automatically withdrawn, revoked and terminated unless Seller accepts the same
by executing this Agreement and delivering one fully executed counterpart hereof
to Title Company prior to 4:00 p.m. Pacific Time the 18th day of March, 2004.

         10.13    EFFECTIVE DATE. As used herein the term "Effective Date" shall
mean the first date the Title Company is in receipt of this Agreement executed
by Purchaser and Seller (whether in counterparts or not).

         10.14    EXHIBITS. The following exhibits are attached to this
Agreement and are incorporated into this Agreement by this reference and made a
part hereof for all purposes:

                  (a)      EXHIBIT A, the legal description of the Land.

                  (b)      EXHIBIT B, the form of the Deed.

                  (c)      EXHIBIT C, the form of the Assignment.

                  (d)      EXHIBIT D, the form of the Estoppel Certificate.

                  (e)      EXHIBIT E, the form of the Taxpayer I.D. Certificate.

                  (f)      EXHIBIT F, the form of Assignment of Purchase and
                           Sale Agreement.

                  (g)      EXHIBIT G, the form of Tenant Notice.

                  (h)      EXHIBIT H, the form of 3-14 Audit Letter.

                  (i)      EXHIBIT I, the list of Contracts.

                  (j)      EXHIBIT J, the list of Leases.

                  (k)      EXHIBIT K, the form of Transfer Tax Affidavit.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 19
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

         10.15    NO RECORDATION. Seller and Purchaser hereby acknowledge that
neither this Agreement nor any memorandum or affidavit thereof, including,
without limitation, a lis pendens or similar document shall be recorded of
public record in San Francisco County, California or any other county. Should
Purchaser ever record or attempt to record this Agreement, or a memorandum or
affidavit thereof, including, without limitation, a lis pendens or any other
similar document, then, notwithstanding anything herein to the contrary, said
recordation or attempt at recordation shall constitute a default by Purchaser
hereunder, and, in addition to the other remedies provided for herein, Seller
shall have the express right to terminate this Agreement by filing a notice of
said termination in the county in which the Land is located.

         10.16    MERGER PROVISION. Except as otherwise expressly provided
herein, any and all rights of action of Purchaser for any breach by Seller of
any representation, warranty or covenant contained in this Agreement shall merge
with the Deed and other instruments executed at Closing, shall terminate at
Closing and shall not survive Closing.

         10.17    CONSUMER PROTECTION LAW WAIVER. PURCHASER HEREBY REPRESENTS
AND WARRANTS TO SELLER THAT (A) PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION, (B) PURCHASER IS REPRESENTED BY LEGAL COUNSEL, AND (C)
PURCHASER IS SEEKING TO ACQUIRE THE PROPERTY, WHICH WILL NOT BE USED AS A FAMILY
RESIDENCE, FOR A CONSIDERATION THAT EXCEEDS $500,000, OR (D) (i) PURCHASER IS A
BUSINESS ENTITY THAT EITHER HAS ASSETS OF $25,000,000 OR MORE OR IS OWNED OR
CONTROLLED BY A CORPORATION OR ENTITY WITH ASSETS OF $25,000,000 OR MORE, OR
(ii) PURCHASER IS A SOPHISTICATED REAL ESTATE INVESTOR AND HAS KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE
MERITS AND RISKS OF THIS TRANSACTION. PURCHASER HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY LAW ANY RIGHTS, REMEDIES AND BENEFITS UNDER ANY CONSUMER
PROTECTION LAW, WHETHER FEDERAL, STATE OR LOCAL. PURCHASER COVENANTS NOT TO SUE
SELLER UNDER ANY SUCH CONSUMER PROTECTION LAW.

JURY WAIVER. PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT,
THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING, OR ANY
COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS
AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND
OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS
WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS
AGREEMENT AND THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE
THE CLOSING OF TERMINATION OF THIS AGREEMENT. PURCHASER AND SELLER AGREE AND
INTEND THAT THIS PARAGRAPH CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY
JURY WITHIN THE MEANING OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631(D)(2).
EACH PARTY HEREBY AUTHORIZES AND EMPOWERS THE OTHER TO FILE THIS SECTION 10.18
AND THIS AGREEMENT WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT
JURISDICTION AS A WRITTEN CONSENT TO WAIVER OF JURY TRIAL.

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 20
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

         10.18    LIMITATION ON LIABILITY. No present or future partner,
director, officer, shareholder, employee, advisor, agent, attorney, asset
manager, or subasset manager of or in Seller shall have any personal liability,
directly or indirectly, under or in connection with this Agreement or any
agreement made or entered into under or in connection with the provisions of
this Agreement, or any amendment or amendments to any of the foregoing made at
any time or times, heretofore or hereafter, and Purchaser and its successors and
assigns and, without limitation, all other persons and entities, shall look
solely to Seller's assets for the payment of any claim or for any performance,
and Purchaser hereby waives any and all such personal liability. The limitations
on liability contained in this Section 10.19 are in addition to, and not in
limitation of, any limitation on liability applicable to Seller provided in any
other provision of this Agreement or by law or by any other contract, agreement
or instrument.

         10.19    CONFIDENTIALITY. Without limiting the terms and conditions of
Section 4.2 of this Agreement, Purchaser shall keep confidential and shall not
disclose the terms of the transfer contemplated in this Agreement, including,
without limitation, the Purchase Price and all other financial terms, without
the prior written consent of Seller except: (1) to Purchaser's directors,
officers, partners, employees, legal counsel, accountants, engineers,
architects, financial advisors and similar professionals and consultants and
Purchaser's potential investors, to the extent such party deems it necessary or
appropriate in connection with the transaction contemplated hereunder (and
Purchaser shall inform each of the foregoing parties of such party's obligations
under this Section 10.20 and shall secure the agreement of such parties to be
bound by the terms hereof) or (2) to governmental authorities, if required by
law or regulation.

         10.20    PROHIBITED PERSONS AND TRANSACTIONS. Neither Purchaser nor any
of its affiliates, nor any of their respective partners, members, shareholders
or other equity owners, and none of their respective employees, officers,
directors, representatives or agents is, nor will they become, a person or
entity with whom United States persons or entities are restricted from doing
business under regulations of the Office of Foreign Asset Control ("OFAC") of
the Department of the Treasury (including those named on OFAC's Specially
Designated and Blocked Persons List) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action and is not and will not engage in any
dealings or transactions or be otherwise associated with such persons or
entities.

                             SIGNATURE PAGE FOLLOWS

PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS                                            Page 21
Hawthorne Plaza/Triple Net Properties, L.L.C.

<PAGE>

PURCHASER:                             TRIPLE NET PROPERTIES, L.L.C.,
                                       a Virginia limited liability company
Date of Execution
by Purchaser:
                                       By: /s/ Anthony W. Thompson
March 12, 2004                             -------------------------------------
                                           Anthony W. Thompson, President

SELLER:                                ITW MORTGAGE INVESTMENTS II, INC.,
                                       a Delaware corporation

Date of Execution                      By: GE CAPITAL REALTY GROUP, INC.,
by Seller:                                 a Texas corporation,
                                           its attorney-n-fact
March 15, 2004

                                           By: /s/ Jerry Tonn
                                               ---------------------------------
                                               Name:  Jerry Tonn
                                               Title: VP

The undersigned Title Company hereby acknowledges receipt of a copy of this
Agreement, and agrees to perform Title Company's duties in accordance with the
provisions of this Agreement.

TITLE COMPANY:                         FIRST AMERICAN TITLE INSURANCE
                                       COMPANY

Date of Execution
by Title Company:

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

EXHIBIT A to
PURCHASE AND SALE AGREEMENT
Hawthorne Plaza/Triple Net Properties, L.L.C.                            Page 22


</TEXT>
</DOCUMENT>
