ASSET PURCHASE AGREEMENT

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                                                                    EXHIBIT 10.1


                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                             HINES NURSERIES, INC.,

                               COSTA PENN FARMS LLC

                                       AND

                          COSTA PENN LAND HOLDINGS LLC

                                   DATED AS OF

                                NOVEMBER 15, 2006

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                             ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of this 15th day of November, 2006 by and between Costa Penn Farms LLC,
a Pennsylvania limited liability company ("COSTA PENN Farms"), and Costa Penn
Land Holdings LLC, a Pennsylvania limited liability company ("COSTA LAND
HOLDINGS" and together with Costa Penn Farms, the "BUYER"), and Hines Nurseries,
Inc., a California corporation ("SELLER").

            WHEREAS, on September 10, 1999 Atlantic Greenhouses, Inc., a
Virginia corporation ("ATLANTIC"), merged with and into Seller (the "MERGER")
with Seller as the surviving corporation;

            WHEREAS, as a result of the Merger, Seller owns the real property
located in Plumstead Township, Pennsylvania, consisting of approximately 31
acres, and more fully described in EXHIBIT A attached hereto and incorporated
herein by this reference (the "HINES PROPERTY");

             WHEREAS, as a result of the Merger, Seller is successor in interest
to that certain lease (the "Lease") dated December 10, 1996 between Atlantic and
Mr. Arie Van Wingerden ("AVW") for certain real property located in Plumstead
Township, Pennsylvania, consisting of approximately 29 acres, and more fully
described in EXHIBIT B attached hereto and incorporated herein by this reference
(the "LEASED PROPERTY");

            WHEREAS, as a result of the Merger, Seller is successor in interest
to that certain option (the "OPTION") to purchase the Leased Property between
Atlantic and AVW;

            WHEREAS, Seller operates a greenhouse plant facility on the Hines
Property and the Leased Property from which Seller grows and sells ornamental
bedding plants; and

            WHEREAS, Seller desires to sell and Buyer desires to purchase
Seller's right, title and interest in and to the Hines Property, the Lease, the
Option and certain inventory and other assets of Seller.

            NOW, THEREFORE, in consideration of the mutual promises set forth
herein and intending to be bound hereby, the parties hereto hereby agree as
follows:

         1. PURCHASE AND SALE. Subject to the terms and conditions set forth in
this Agreement, at the Closing (as defined herein), Buyer agrees to purchase
from Seller, and Seller agrees to sell, assign, transfer and deliver to Buyer
all of Seller's right, title and interest in and to (i) the inventory, racks and
other assets described in Section 1.1 and listed on Schedules 1.1(a), 1.1(b) and
1.1(c) hereto (collectively, the "OPERATING ASSETS"), (ii) the Hines Property,
(iii) Seller's interest in the Lease, and (iv) Seller's interest in the Option.
The Operating Assets, the Hines Property and Seller's interest in the Lease and
the Option shall be collectively referred to herein as the "PURCHASED ASSETS."


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                  1.1 INVENTORY, RACKS AND OTHER ASSETS.

                           (a) INVENTORY. All inventory items and related
materials and supplies described on SCHEDULE 1.1(A) (the "INVENTORY").

                           (b) RACKS. The racks listed and described on SCHEDULE
1.1(B) (the "INITIAL RACKS").

                           (c) OTHER ASSETS. All other assets listed on SCHEDULE
1.1(C) (the "OTHER ASSETS").

                  1.2 ASSUMED LIABILITIES. Subject to the terms and conditions
of this Agreement, at the Closing Buyer shall assume and agree to pay, perform
or otherwise discharge as the same shall become due in accordance with their
respective terms, all liabilities and obligations of Seller arising from or
relating to the Lease, the Option and the contracts, agreements and unfulfilled
purchase orders listed on SCHEDULE 1.2 (the "ASSUMED LIABILITIES").

                  1.3 EXCLUDED ASSETS. Seller shall not sell, assign, transfer
or convey to Buyer, and Buyer shall not purchase, accept or assume, any
inventory, property, item, contract, agreement or asset of the Seller, other
than the Purchased Assets.

         2. CLOSING; PURCHASE PRICE.

                  2.1 TIME OF CLOSING. Subject to the satisfaction of the terms
of the conditions set forth in Section 8.1 and Section 8.2 hereof, the closing
of the purchase and sale of the Purchased Assets shall be consummated (the
"CLOSING") on November 15, 2006 (the "CLOSING DATE") via facsimile, telephone,
mail and other mutually acceptable means of communication and delivery;
provided, however, that the Closing Date shall be extended as otherwise set
forth in this Agreement or as mutually agreed to by the parties. If any date on
which the Closing would occur by operation of this Agreement is a weekend day or
a federal holiday, the Closing shall occur on the next business day. Except as
otherwise provided in this Agreement, all proceedings to be taken and all
documents to be executed at the Closing shall be deemed to have been taken,
delivered or executed simultaneously, and no action or proceeding shall be
deemed taken nor documents deemed executed or delivered until all have been
taken, delivered and executed. At the Closing, Buyer acknowledges receipt of the
Purchased Assets.

                  2.2 PURCHASE PRICE. The aggregate purchase price (the
"PURCHASE PRICE") shall be Five Million Three Hundred Thousand Dollars
($5,300,000), which amount includes One Million One Hundred Twenty Five Thousand
Dollars ($1,125,000) which is to be treated as deferred purchase price (the
"DEFERRED PURCHASE PRICE") and shall be held and disbursed through the Holdback
Escrow as provided in Section 2.4 below and earned and paid in accordance with
Sections 2.5 and 2.6 below. Buyer shall pay the Purchase Price into the Escrow
(defined in Section 2.3 below) by wire transfer of immediately available federal
funds to Commonwealth Land Title Insurance Company (the "ESCROW HOLDER") at
least one (1) day prior to the Closing Date.

                  2.3 ESCROW. In connection with the Closing, Buyer and Seller
shall open an escrow (the "ESCROW") with the Escrow Holder pursuant to an escrow
agreement by and among, Buyer, Seller and the Escrow Holder in the form of
EXHIBIT C attached hereto (the "ESCROW AGREEMENT"). In connection with the
Closing, the Escrow Holder shall disburse all funds deposited with the Escrow
Holder other than the Deferred Purchase Price pursuant to Section 3.3 of this
Agreement.


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                  2.4 DEFERRED PURCHASE PRICE HOLDBACK ESCROW. The Deferred
Purchase Price shall be held by the Escrow Holder in a holdback escrow (the
"Holdback Escrow") for a period of up to 90 days following the Closing. Escrow
Holder shall deposit the Deferred Purchase Price in an interest bearing account
reasonably approved by Seller and Buyer. The parties hereto agree that, for tax
purposes, the interest income on the Holdback Escrow shall be allocable to
Seller and Seller shall furnish the Escrow Holder with Seller's tax
identification number and a completed Form W-9. In the event that the interest
income allocated for tax purposes to Seller from the Holdback Escrow is greater
than the interest income actually received by Seller from the Holdback Escrow,
the parties agree to cooperate in the preparation and filing of such
documentation as may be necessary to allocate the interest income, for tax
purposes, in a manner consistent with the interest income actually received by
each of the parties. The Deferred Purchase Price, plus interest accrued thereon,
shall be disbursed from the Holdback Escrow as follows:

                           (a) In the event that on or before the 90th day after
the Closing, Seller delivers to Escrow Holder a copy of a Final Township
Entitlement (as defined below) for no less than 6.43 additional (i.e. 18 total
acres less 11.57 acres of existing greenhouses per Buyer's survey) acres of
greenhouse buildings on the Hines Additional Greenhouse Property (as defined
below), the entire Deferred Purchase Price, together with interest accrued
thereon, shall be deemed earned by Seller and shall be released by Escrow Holder
to Seller by wire transfer of immediately available federal funds within five
business days of such delivery.

                           (b) In the event that on or before the 90th day after
the Closing, Seller delivers to Escrow Holder a copy of a Final Township
Entitlement for less than 6.43 additional acres but more than 5 additional acres
of greenhouse buildings on the Hines Additional Greenhouse Property, $875,000 of
the Deferred Purchase Price, together with interest accrued thereon, shall be
deemed earned by Seller and shall be released by Escrow Holder to Seller by wire
transfer of immediately available federal funds within five business days of
such delivery and the remaining $250,000 of the Deferred Purchase Price, plus
interest accrued thereon, shall be retained by Buyer and shall be released by
Escrow Holder to Buyer by wire transfer of immediately available federal funds
within five business days of such delivery.

                           (c) In the event that the Seller has not delivered a
Final Township Entitlement for at least 5 additional acres of greenhouse
buildings on the Hines Additional Greenhouse Property to Escrow Holder on or
before the 90th day following the Closing, the entire Deferred Purchase Price,
together with interest accrued thereon, shall be delivered to the Buyer by wire
transfer of immediately available federal funds.

For purposes of this Agreement, a "TOWNSHIP ENTITLEMENT" shall mean (i) the
issuance of a zoning permit, or other written commitment to issue a zoning
permit or building permits, from Plumstead Township, Bucks County, Pennsylvania
or (ii) a final judgment or court order from a Pennsylvania court having
jurisdiction over the Real Property (a "COURT ORDER"), authorizing the


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construction of an aggregate of five (5) or more additional acres of greenhouses
on the Hines Additional Greenhouse Property (defined below) subject to
compliance with setback, building ordinances and other standard building permit
conditions and requirements; and a Township Entitlement shall become a "FINAL
TOWNSHIP ENTITLEMENT" either (i) upon issuance of a zoning permit or other
written commitment to issue a zoning permit or building permits, if Seller has
delivered a Declaration, substantially in the form attached hereto as EXHIBIT D
(the "DECLARATION"), executed by AVW and Salisbury House of Southeast PA
("SALISBURY HOUSE"), providing for the allocation to the Hines Additional
Greenhouse Property of no less than 16.56 of the 21 acres of greenhouse
buildings entitlement (the "MINIMUM GREENHOUSE ENTITLEMENT ALLOCATION") pursuant
to the "Stipulation and Agreed Order" described in the Declaration, (ii) upon
issuance of a Court Order, or (iii) otherwise when the thirty (30) day appeal
period for a challenge of the Township Entitlement under Pennsylvania law shall
have expired without a third party challenge or appeal of the Township
Entitlement having been timely and properly filed, or if such challenge or
appeal has been timely and properly filed, such challenge or appeal has been
denied, dismissed or otherwise resolved so as to uphold the Township
Entitlement. Seller agrees to use good faith efforts for a period of not less
than thirty (30) days after the Closing to attempt to obtain a Declaration from
AVW and Salisbury House allocating at least 18 acres of greenhouse building
entitlement to the Hines Additional Greenhouse Property, but if after such
period, either AVW or Salisbury House refuses to execute a Declaration for such
allocation, Seller may proceed to obtain a Declaration for an allocation no less
than the Minimum Greenhouse Entitlement Allocation, subject to the applicable
Deferred Purchase Price adjustment pursuant to Section 2.5 below. For purposes
of this Agreement, the "HINES ADDITIONAL GREENHOUSE PROPERTY" shall mean,
collectively, tax parcel 34-4-39 of the Hines Property and the approximately
17.22 acres of tax parcel 34-4-45 within the Leased Property which are more
fully defined as the "Hines Properties" in the Declaration.

                  2.5 ADJUSTMENTS TO THE DEFERRED PURCHASE PRICE. The Deferred
Purchase Price to be paid to Seller shall be subject to adjustment as follows:

                           (a) In the event that Seller obtains a Final Township
Entitlement on or before the date one (1) year after the Closing for no less
than 6.43 additional acres of greenhouse buildings on the Hines Additional
Greenhouse Property, the entire Deferred Purchase Price, together with interest
accrued thereon, shall be paid to Seller by Escrow Holder or if such funds have
been disbursed from the Holdback Escrow by Buyer.

                           (b) In the event that Seller obtains a Final Township
Entitlement on or before the date one (1) year after the Closing for less than
6.43 additional acres but more than 5 additional acres of greenhouse buildings
on the Hines Additional Greenhouse Property, $875,000 of the Deferred Purchase
Price, together with interest accrued thereon, be paid to Seller by Escrow
Holder or if such funds have been disbursed from the Holdback Escrow by Buyer.

                           (c) In the event that Seller is unable to obtain a
Final Township Entitlement on or before the date one (1) year after the Closing
for at least 5 additional acres of greenhouse buildings on the Hines Additional
Greenhouse Property, the entire Deferred Purchase Price shall be retained by
Buyer as consideration for the failure to obtain the additional Entitlement for
the Hines Additional Greenhouse Property.


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Seller and Buyer agree to cooperate in good faith to attempt to obtain the Final
Township Entitlement as soon as reasonably possible after the Closing, provided
that Seller shall retain primary authority and responsibility for pursuing the
Final Township Entitlement for the Hines Additional Greenhouse Property. If,
despite such good faith efforts, the parties have not been able to obtain the
Final Township Entitlement on or before the 90th day after the Closing, Buyer
may deduct from the Deferred Purchase Price reasonable attorneys fees and costs
incurred by Buyer thereafter to attempt to obtain the Final Township
Entitlement.

                  2.6 PAYMENT OF DEFERRED PURCHASE PRICE AFTER RELEASE OF
HOLDBACK ESCROW TO BUYER. In the event that the Holdback Escrow has been
disbursed to Buyer in accordance with Section 2.4(c) above but Seller obtains
the Final Township Entitlement on or before the on or before the date one (1)
year after the Closing, the Deferred Purchase Price (as adjusted pursuant to
Section 2.6) shall be paid by the Buyer to Seller by wire transfer of
immediately available federal funds within ten business days Seller's delivery
to Buyer of evidence of the Final Township Entitlement. Any amount payable to
Seller pursuant to this Section or Section 2.5 of this Agreement which is not
timely paid to Seller in accordance with the applicable Section shall accrue
interest from the applicable payment date at a rate equal to 10% per annum
(computed on the basis of a 360-day year). Notwithstanding the preceding
sentence, the rate of interest payable pursuant to this Section 2.6 shall in no
event exceed the maximum rate, if any, permissible under applicable law.

                  2.7 SALES, USE AND TRANSFER TAXES. Buyer and Seller agree that
any and all excise, deed, documentary, stamp or transfer tax and similar
conveyance taxes or charges payable in connection with the transfer of the Hines
Property and Seller's interest in the Lease and the Option shall be paid
one-half (1/2) by Seller and one-half (1/2) by Buyer. Except as provided in the
preceding sentence, Buyer shall be responsible for any sales, use or other
taxes, duties, fees and governmental exactions imposed by any reason on the
transfer of the Purchased Assets provided for hereunder and any deficiency,
interest, or penalty asserted with respect thereto. Notwithstanding the
preceding sentence, Buyer shall not be responsible for any income, capital gain
or other similar tax incurred by Seller in connection with the transfer of the
Purchased Assets.

                  2.8 PAYMENT OF COSTS AND EXPENSES. Except as provided herein,
all fees and costs of the Escrow Holder in connection with the sale of the
Purchased Assets shall be paid one-half (1/2) by Seller and one-half (1/2) by
Buyer. Buyer shall pay at the Closing all costs associated with recording the
Deed, the Memorandum (as defined herein), any mortgages Buyer places on the
Hines Property and any other document which Buyer chooses to record. Buyer shall
also pay at the Closing all premiums for Buyer's Title Insurance Policy (as
defined below) and the cost of any survey prepared in connection herewith.
Seller shall pay at the Closing all costs associated with recording any document
received by Seller in connection with the transactions contemplated herein. Each
party will bear the costs of its agents, attorneys, accountants, investment
bankers, travel, lodging and entertainment and associated expenses.

                  2.9 PRORATIONS OF TAXES AND EXPENSES. All real estate taxes,
charges and assessments affecting the Hines Property or payable under the Lease
("PROPERTY TAXES") and all rent or other charges payable under the Lease and all
charges for water, electricity, sewer, gas, telephone and all other utilities
("OPERATING EXPENSES"), shall be prorated on a per diem basis as of 12:01 a.m.
on the Closing Date. If any Property Taxes have not been finally assessed as of
the Closing Date for the current fiscal year of the taxing authority, then the
same shall be adjusted at the Closing based upon the most recently issued bills
therefore, and shall be re-adjusted when and if final bills are issued. If any
bills for Operating Expenses for periods prior to the Closing are not then
available, then the parties shall make a reasonable estimate thereof for
purposes of adjustments at the Closing, with such amounts to be re-adjusted
between the parties within thirty (30) days of receipt of said bills.


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                  2.10 ALLOCATION OF THE PURCHASE PRICE. The Purchase Price
shall be allocated in relation to the Purchased Assets as set forth on SCHEDULE
2.10 hereto (the "ALLOCATION"). Each party agrees that it will not, in its tax
returns or elsewhere, take a position inconsistent with the Allocation. Any
subsequent adjustments to the Purchase Price pursuant to the terms hereof shall
be reflected in the Allocation in a manner consistent with Section 1060 of the
Internal Revenue Code of 1986, as amended, and the Regulations thereunder.

         3. DELIVERIES.

                  3.1 DELIVERIES PRIOR TO CLOSING.

                           (a) Prior to 12:00 Noon on the Closing Date, Seller
shall deliver or cause to be delivered to the Escrow Holder:

                                    (i) a duly executed and acknowledged special
warranty deed (the "DEED") in favor of Buyer, conveying all of Seller's right,
title and interest in and to the Hines Property in the form of EXHIBIT E
attached hereto;

                                    (ii) a Memorandum of Lease and Option
executed by Seller in substantially the form of EXHIBIT F attached hereto (the
"MEMORANDUM");

                                    (iii) an Assignment of Lease and Option duly
executed by Seller in substantially the form of EXHIBIT G attached hereto;

                                    (iv) a certification of the "non-foreign"
status of Seller (the "FIRPTA CERTIFICATE") in the form of EXHIBIT H attached
hereto;

                                    (v) the Escrow Agreement duly executed by
Seller;

                                    (vi) a release of mortgage executed by
Deutchshe Bank Trust Company Americas, as Agent, relating to the Open-End
Mortgage, Security Agreement, Assignment of Rents and Leases, and Fixture Filing
(PA) dated December 12, 1999, as amended;

                                    (vii) certificates as to the good standing
of Seller from the appropriate officials of Seller's state of incorporation and
Pennsylvania; and


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                                    (viii) such customary documents and
certificates as the Escrow Holder shall require to transfer and convey the Hines
Property and to issue the Buyer's Title Insurance Policy (provided that the
foregoing shall not commit Seller to pay any amount, give any indemnity or other
agreement or to undertake any other liability or continuing obligation which
Seller shall not have specifically elected in its sole discretion to agree to
perform).

                           (b) Prior to 12:00 Noon on the Closing Date, Buyer
shall deliver or cause to be delivered to the Escrow Holder:

                                    (i) the Purchase Price as set forth in
Section 2.2 of this Agreement;

                                    (ii) all taxes relating to the transfer or
conveyance of the Hines Property and the assignment of the Lease and the Option
allocable to Buyer pursuant to Section 2.6 of this Agreement;

                                    (iii) all fees and costs allocable to Buyer
pursuant to Section 2.8 of this Agreement;

                                     (iv) all Property Taxes and Operating
Expenses allocable to Buyer pursuant to Section 2.8 of this Agreement;

                                    (v) the Escrow Agreement duly executed by
Buyer; and

                                    (vi) such customary documents and
certificates as the Escrow Holder shall require to transfer and convey the Hines
Property and to issue the Buyer's Title Insurance Policy.

                3.2 DELIVERIES AT THE CLOSING.

                           (a) At the Closing, Seller shall deliver or cause to
be delivered to Buyer:

                                    (i) a Bill of Sale duly executed by Seller
in substantially the form of EXHIBIT I attached hereto;

                                    (ii) an Assignment and Assumption agreement
duly executed by Seller in substantially the form of EXHIBIT J attached hereto
(the "ASSIGNMENT AND ASSUMPTION AGREEMENT");

                                    (iii) a copy of resolutions or a written
consent of the Board of Directors of the Seller authorizing the transactions
contemplated herein;

                                    (iv) title to any registerable vehicle
listed on SCHEDULE1.1(C) to the extent that Seller has possession of and can
locate and deliver such titles at Closing; and

                                    (v) all other instruments and documents
reasonably required to effectuate this Agreement and the transactions
contemplated thereby.

                           (b) At the Closing, Buyer shall deliver or cause to
be delivered to Seller:


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                                    (i) the Assignment and Assumption Agreement
duly executed by Buyer;

                                    (ii) a guaranty in the form attached hereto
as EXHIBIT K from Costa Nursery Farms, LLC, a Florida limited liability company;

                                    (iii) a designated representative agreement
executed by Buyer in the form attached hereto as EXHIBIT L;

                                     (iv) proof of insurance in amounts and form
acceptable to Seller naming Seller as an additional insured;

                                    (v) a copy of resolutions or a written
consent of the members or managers of Costa Penn Farms and Costa Land Holdings
authorizing the transactions contemplated herein; and

                                    (vi) all other instruments and documents
reasonably required to effectuate this Agreement and the transactions
contemplated thereby.

                   3.3 FUNDS. Provided that all conditions to the Closing set
forth in Section 8.1 and 8.2 have been satisfied or, as to any condition not
satisfied, waived by the party intended to be benefited thereby, on the Closing
Date, Escrow Holder shall disburse all funds deposited with Escrow Holder by
Buyer in payment of the Purchase Price as follows: (a) deduct all items
chargeable to the account of Seller pursuant to the provisions of this
Agreement; (b) disburse the Purchase Price, less the Deferred Purchase Price and
any deductions relating to clause (a) of this Section, to Seller promptly upon
the Closing; and (c) disburse the remaining balance of the funds, if any, to
Buyer promptly upon the Closing.

                  3.4 RECORDING. Upon Escrow Holder's disbursement of funds
pursuant to Section 3.3 for the Closing, above, Escrow Holder shall cause the
Deed (with documentary transfer tax information to be affixed after recording)
and any other documents which the parties hereto may mutually direct, to be
recorded with the County Clerk and obtain conformed copies thereof for
distribution to Buyer and Seller.

                  3.5 BUYER'S TITLE INSURANCE POLICY. Upon completion of the
recording provided in Section 3.4, Escrow Holder shall issue the Buyer's Title
Insurance Policy to Buyer.

                  3.6 DELIVERY OF DOCUMENTS TO BUYER. Upon completion of the
recording provided in Section 3.4, Escrow Holder shall deliver to Buyer at or
promptly following the Closing: (a) a conformed copy of the recorded Deed and
any other recorded documents and (b) the original FIRPTA Certificate.

                  3.7 DELIVERY OF DOCUMENTS TO SELLER. Upon completion of the
recording provided in Section 3.4, Escrow Holder shall deliver to Seller at or
promptly following the Closing a conformed copy of the recorded Deed, the
Memorandum and any other recorded documents.


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         4. REAL PROPERTY REQUIREMENTS.

                  4.1 TITLE AND SURVEY MATTERS.

                            (a) RECEIPT. Buyer acknowledges receipt prior to the
date hereof of from Escrow Holder that certain Commitment for Title Insurance
covering the Hines Property and the Leased Property, Order No. PH223335MA,
effective as of August 21, 2006, together with complete copies of all
instruments referred to therein as exceptions to title (collectively, "TITLE
REPORT"). Buyer acknowledges receipt prior to the date hereof of an ALTA survey
(the "SURVEY") prepared by Gilmore and Associates dated October 23, 2006 (Job
No. 0609068). Buyer shall be responsible all cost of the Survey.

                           (b) APPROVAL. Prior to the execution of this
Agreement, Buyer has had an opportunity to review and approve the Title Report,
the Survey and all matters affecting title to the Hines Property and the Leased
Property (collectively, the "TITLE AND SURVEY MATTERS"). By its execution of
this Agreement, Buyer has hereby approved all Title and Survey Matters and Buyer
further acknowledges and agrees that Buyer shall not have any right to terminate
this Agreement regarding any of the Title and Survey Matters; provided, however,
Seller shall comply with all customary requirements of the Escrow Holder
applicable to Seller in issuing Buyer's Title Insurance Policy (defined below)
(except those referring to AVW's mortgage on the Leased Property) and shall
cause the following exceptions to title to the Hines Property to be removed
prior to the Closing (collectively, the "DISAPPROVED EXCEPTIONS"): (i) monetary
encumbrances on the Hines Property caused by or at the direction of Seller but
expressly excluding (x) real property taxes and assessments constituting a lien
not yet due and payable and (y) liens and encumbrances caused or permitted to
occur by Buyer in connection with Buyer's entry upon and inspection of the Hines
Property and/or the Leased Property; (ii) Exception #1 on the Title Report and
(iii) any other exceptions caused by Seller after the date hereof and not
approved by Buyer as a Title and Survey Matter which in the reasonable opinion
of Buyer will have a material and adverse affect on the use and/or operation of
the Hines Property.

                  4.2 EXCEPTIONS TO TITLE. Buyer shall be obligated to accept
title to the Hines Property subject only to the following exceptions to title
(collectively, the "PERMITTED EXCEPTIONS"): (a) real estate taxes and
assessments not then delinquent; (b) the lien of any supplemental taxes with
respect to matters occurring on or after the Closing; (c) the printed exceptions
which appear in the Buyer's Title Insurance Policy issued by the Escrow Holder;
(d) all Title and Survey Matters (except for the Disapproved Exceptions); and
(e) any matters affecting the Hines Property which are created by or with the
consent of Buyer. Conclusive evidence of the availability of such title shall be
the commitment of the Escrow Holder to issue to Buyer on the Closing Date a
basic owner's policy of title insurance ("BUYER'S TITLE INSURANCE POLICY"),
which Buyer's Title Insurance Policy shall reflect that title to the Hines
Property is vested of record in Buyer, subject only to the Permitted Exceptions.
In the event that Buyer desires an extended coverage policy of title insurance
in lieu of the Buyer's Title Insurance Policy, or any endorsements to Buyer's
Title Insurance Policy, Buyer shall be solely responsible at Buyer's sole cost
and expense for providing Escrow Holder with the instruments and other documents
(including without limitation any updated Survey) required in obtaining such
extended coverage policy of title insurance and/or title endorsements; provided,
however such extended coverage or endorsements shall not operate to delay the
Closing.


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                  4.3 BUYER'S DUE DILIGENCE.

                           (a) DELIVERY AND AVAILABILITY OF DUE DILIGENCE
MATERIALS. Buyer hereby acknowledges receipt of copies of all reports and other
written materials ("DUE DILIGENCE MATERIALS") described on SCHEDULE 4.3(A).
Buyer acknowledges that it has received and is familiar with the contents
contained in the Due Diligence Materials. Except for the express
representations, warranties and indemnities of Seller set forth in this
Agreement, (i) Seller makes no representation or warranty, either express or
implied, that the Due Diligence Materials are accurate or complete and (ii)
Buyer hereby releases Seller from any liability whatsoever with respect to the
Due Diligence Materials, including, without limitation, the matters set forth in
the Due Diligence Materials and the accuracy and/or completeness of the Due
Diligence Materials.

                           (b) APPROVAL OF DUE DILIGENCE MATERIALS. Subject to
the express representations, warranties and indemnities of Seller set forth in
this Agreement, by its execution of this Agreement, Buyer hereby approves all
Due Diligence Materials, the physical condition of the Property and all issues
in connection with the Hines Property and the Leased Property in every respect.
Buyer acknowledges and agrees that Buyer shall not have any right to terminate
this Agreement regarding the physical condition or feasibility of the Hines
Property and the Leased Property. In addition, Buyer's obligations under this
Agreement to be performed in connection with the Closing shall not be contingent
upon Buyer's approval of the Due Diligence Materials, the physical condition of
the Hines Property and the Leased Property, any issues in connection with the
Hines Property and the Leased Property or Buyer's obtaining of financing in
connection with Buyer's proposed acquisition of the Hines Property and the
Leased Property pursuant to the terms and conditions of this Agreement.

                  4.4 PHYSICAL INSPECTIONS.

                           (a) [Intentionally Omitted]

                           (b) Buyer shall indemnify, defend (with counsel
satisfactory to Seller), protect and hold Seller and each of its respective
partners, members, employees, representatives, directors, officers,
shareholders, parents, subsidiaries, accountants, agents and affiliates
(collectively, "SELLER RELATED PARTIES"), the Hines Property and the Leased
Property harmless from and against all claims, demands, actions, lawsuits,
liabilities, damages, losses, obligations, fines, penalties, costs and expenses
(including, without limitation, attorneys' fees and all court costs asserted
against or incurred by Seller, any Seller Related Party, the Hines Property or
the Leased Property) directly or indirectly arising from or in connection with
all inspections of the Hines Property and the Leased Property, or any portion
thereof, by Buyer or any Buyer Party prior to the Closing. The foregoing
indemnity shall survive the Closing and any earlier termination of this
Agreement.

                  4.5 Concurrently with the execution of this Agreement and as a
condition precedent to the Closing, Buyer shall enter into an escrow agreement
with AVW, as seller, and Escrow Holder, as escrow agent, for Buyer's purchase of
the Leased Property pursuant to the Option, and Buyer shall deposit the $800,000
purchase price for the Leased Property and AVW shall deposit a grant deed for
the Leased Property into escrow established with Escrow Holder thereunder (the
"OPTION ESCROW").


                                      -11-
<PAGE>

         5. EMPLOYEES AND EMPLOYEE BENEFITS

                  5.1 EMPLOYMENT. At the request of Buyer, Seller has
communicated Buyer's offer of employment to certain employees of Seller and
SCHEDULE 5.1 lists those employees of Seller that the parties believe have
indicated an intent to accept Buyer's offer of employment (such employees are
referred to herein as the "IDENTIFIED Employees"). Buyer is responsible for all
obligations and liabilities arising out of Buyer's offers to or employment of
the Identified Employees. Buyer agrees that, for purposes of all employee
benefit plans, policies and employee fringe benefit programs, including vacation
policies, of Buyer which may apply to Identified Employees or in which the
Identified Employees may participate following the Closing, credit will be given
to the Identified Employees for service previously credited