AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS ("Agreement") between COMMERCIAL PROPERTY OWNER, LP, a ______________ limited partnership ("Seller"), and COMMERCIAL PROPERTY PURCHASER, LLC, a ______________ limited liability company ("Buyer"), is made and entered into as of the later of (i) the date this Agreement is executed by Seller and (ii) the date this Agreement is executed by Buyer (the "Effective Date"), with reference to the following facts:

A. Seller owns certain real property located in __________ County, ______________ and more specifically described in Exhibit A attached hereto (the "Land"), commonly known as the __________ and such other assets, as the same are herein described.

B. Subject to the terms and conditions in this Agreement, Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Land and the associated assets.

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

1. Purchase and Sale.

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

1.1 The Land, described on Exhibit A attached hereto, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land, (ii) any land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or abutting the Land, and (iii) any and all air rights, subsurface rights, development rights, and water rights permitting to the Land (all of the foregoing being collectively referred to herein as the "Land");

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 Closing, together with all security deposits, other deposits held in connection with the Leases, and all of Seller's right, title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Leases;

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, all sculptures, paintings and other artwork, all equipment, furniture, tools and supplies, all plans and specifications and other architectural and engineering drawings, if any, with respect to the Land and the Improvements, and any other personal property and all related intangibles as are owned by Seller and currently located in, on or about or are used for the operation, maintenance, administration or repair of the Real Property, including Seller's interest, if any, in the common name of the Real Property (the "Personal Property");

1.4 All service contracts, agreements, warranties and guaranties relating to the operation of the Property as of the Effective Date, to the extent assignable, and any other service and operating agreements pertaining to the Property that are entered into by Seller after the date of this Agreement and prior to the Closing in accordance with the terms of this Agreement, in each case to the extent approved by Buyer in accordance with this Agreement (collectively, the "Contracts"); provided, however, any Contracts not so approved by Buyer shall be terminated by Seller, at Buyer's expense, on or before the Closing; and

1.5 To the extent transferable, all building permits, certificates of occupancy and other certificates, permits, consents, authorizations, variances or waivers, dedications, subdivision maps, licenses and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Property (the "Permits").

2. Purchase Price.

Subject to the charges, prorations and other adjustments set forth in this Agreement, the total Purchase Price of the Property shall be _________________ Dollars ($_______) ("Purchase Price") payable as follows:

2.1 Deposit/Further Payments/Down Payment.

Within three (3) business days of the Effective Date, Buyer shall deposit into Escrow the amount of _____________ Dollars ($_________) (the "Deposit"), in the form of a wire transfer payable to ________________ ("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.

2.2 On or before Closing, Buyer shall deposit into Escrow the balance of the Purchase Price, by wire transfer payable to Escrow Holder.

3. Title to Property.

During the Inspection Period (hereafter defined) Buyer shall review and approve the Title Documents (hereinafter defined) and the Survey (hereinafter defined). If the Title Documents or Survey reflect or disclose any defect, exception or other matter affecting the Property ("Title Defects") that is unacceptable to Buyer, then prior to the expiration of the Inspection Period, Buyer shall provide Seller with written notice of Buyer's objections. Seller may, at its sole option, elect to cure or remove the objections made by Buyer. Should Seller elect to attempt to cure or remove the objection, it shall be a condition precedent to Buyer's obligation to acquire the Property that Seller cures such title objection prior to the Closing. Unless Seller provides written notice to Buyer before the expiration of the Inspection Period that Seller intends to cure Buyer's title objections, Seller shall be deemed to have elected not to cure or remove Buyer's title objections, and Buyer shall be entitled, as Buyer's sole and exclusive remedy, either to (i) terminate this Agreement and obtain a refund of the Deposit by providing written notice of termination to Seller before the end of the Inspection Period and returning the Due Diligence Items (hereinafter defined) or (ii) waive the objections and close this transaction as otherwise contemplated herein. If Buyer shall fail to terminate this Agreement during the Inspection Period, all matters shown on the Survey and all matters described in the Title Report, except for monetary liens for indebtedness of the Seller and any matters the Seller has agreed to cure in writing, shall be deemed "Permitted Exceptions."

4. Due Diligence Items.

4.1 Seller shall deliver to Buyer each of the following within three business days of the Effective Date (together with the items described in Section 4.2, collectively, the "Due Diligence Items"):

4.1.1 Any existing survey of the Property, in Seller's possession (the "Survey");

4.1.2 A current preliminary title report or title commitment (the "Title Report") for the issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents");

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

4.1.4 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;

4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any;

4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;

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

4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller's management office:

4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.

4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.