AGREEMENT OF SALE

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EXHIBIT 99

AGREEMENT OF SALE

THIS AGREEMENT OF SALE (the "AGREEMENT") is dated as of the "Effective

Date" (defined below) between GIBRALTAR 1031 RESTAURANTS, LLC, a Delaware

limited liability company, of P.O. Box 235169, Encinitas, California 92023

("PURCHASER"), and CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III, a Delaware

limited partnership, of 24 Frank Lloyd Wright Drive, Lobby L, Fourth Floor, Ann

Arbor, Michigan 48106 ("SELLER").

RECITALS

Seller is the owner of certain real property and improvements thereon

located at the address set forth in the Fundamental Sale Provisions below.

Purchaser desires to purchase, and Seller is willing to sell said

property upon the terms and conditions set out hereinafter.

NOW, THEREFORE, in consideration of the terms, covenants and conditions

set forth in this Agreement, Seller and Purchaser hereby agree as follows:

1. FUNDAMENTAL SALE PROVISIONS. Unless otherwise defined herein,

capitalized terms used in this Agreement shall have the meanings listed in the

following Fundamental Sale Provisions.

LAND: Collectively, those ten (10) parcels of real property

commonly known under the addresses set forth in attached and

incorporated Exhibit "A" and legally described in attached and

incorporated Exhibits "B-1 through B-10".

LEASE: Collectively, those ten (10) Leases described in attached and

incorporated Exhibit "C" (collectively, the "LEASES" and

individually, a "LEASE"), between Seller, as landlord, and

each "Tenant" (as defined in Exhibit "C"), as guaranteed by a

guarantor pursuant to a "Guaranty" (as defined in Exhibit

"C").

RENT ROLL: The rent roll set forth on attached and incorporated Exhibit

"C-1" setting forth the salient terms of the Leases.

DEPOSIT: An aggregate of $200,000.00, payable as set forth in Section 3

below.

SUBJECT STATE: The state in which each "Property" (defined below) is located,

as the context may provide.

PURCHASE PRICE: $17,125,000.00, payable as set forth in Section 3 below. The

allocation of the Purchase Price among the "Properties"

(defined below) is set forth in Exhibit "A".

TITLE COMPANY: LandAmerica Commercial Services - New York City Office

655 Third Avenue New York, New York 10017

Attention: Craig S.Feder, Vice President

Phone: (212) 949-0100

Fax:(212) 949-2438

Email: cfeder@landam.com

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Liane Carpenter, CS Title Officer

Phone: (212) 973-4802

Fax: (212) 949-2438

Email: lianecarpenter@landam.com

INSPECTION Sixty (60) days after the Effective Date.

PERIOD:

CLOSING: The sixtieth (60th) day (if not a business day, then the

immediately succeeding business day) following the expiration

or Purchaser's earlier waiver of the Inspection Period.

BROKER: CB Richard Ellis

EXPIRATION DATE

OF THE OFFER: If Seller fails to return a fully executed and dated original

of this Agreement to Purchaser by February 17, 2005, then

Purchaser's offer under this Agreement will be deemed void and

of no further force and effect.

EFFECTIVE DATE: The date that the last of the parties signing this Agreement

executes the same and delivers its executed counterpart to the

other party.

2. AGREEMENT TO SELL AND CONVEY. Seller hereby agrees to sell and

convey to Purchaser, and Purchaser hereby agrees to purchase from Seller,

subject to the terms and conditions hereinafter set forth, all of Seller's

right, title and interest in and to the Property, together with all of Seller's

right, title and interest, if any, in and to:

A. all buildings, structures and improvements on the Land (the

"IMPROVEMENTS"; together with the Land, the "PROJECT");

B. all of the easements benefiting, and rights of access

appurtenant to, the Land;

C. all and singular, the rights and appurtenances pertaining to

the Land, including any adjacent streets, roads, alleys, accesses, and

rights-of-way; and

D. the Leases together with all prepaid rentals (to the extent

applicable) to a period beyond the date of Closing, any security deposits held

by Seller as of the date of Closing and Seller's interest in the Guaranty, if

any.

All of the foregoing set forth under subparagraphs (A) through (D) are

collectively referred to as the "PROPERTY" or "PROPERTIES".

3. PURCHASE PRICE; DEPOSIT. The Purchase Price shall be payable as

follows:

A. Deposit. Within three (3) business days after the Effective

Date, Purchaser shall deposit with the Title Company $100,000.00 of the Deposit

to be held pursuant to the terms of the Earnest Money Escrow Agreement set forth

on attached and incorporated Exhibit "D". Within three (3) business days after

the expiration or Purchaser's earlier waiver of the Inspection Period, Purchaser

will deposit the remaining $100,000.00 of the Deposit with the Title Company

under the terms of the Earnest Money Escrow Agreement thereby increasing the

total deposits to $200,000.00.

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B. If the Closing occurs, the Deposit shall be paid to Seller and

credited against the Purchase Price at Closing. If the Closing does not occur in

accordance with the terms of this Agreement, the Deposit shall be held and

delivered as provided this Agreement.

C. The Deposit shall: (i) be held in an interest-bearing escrow

account by the Title Company in an institution as directed by Purchaser and

reasonably acceptable to Seller; and (ii) include any interest earned thereon.

To allow the interest bearing account to be opened, Purchaser will provide the

Title Company with its tax identification or social security numbers.

D. Upon the expiration of the Inspection Period, assuming

Purchaser has not otherwise elected to terminate this Agreement, the Deposit

shall be deemed non-refundable but for Seller's default.

E. Balance of Purchase Price. The balance of the Purchase Price,

plus or minus closing adjustments, as the case may be, less the Deposit, shall

be deposited by Purchaser with the Title Company not later than three (3)

business days prior to Closing by wire transfer of immediately available U.S.

funds in exchange for deeds in form required by the jurisdiction in which the

Properties are located whereby Seller only warrants against its own acts and/or

omissions substantially in the form set forth as Exhibits "E-1 through E-10"

attached hereto (collectively, the "DEEDS"), conveying title to Purchaser

subject to the "Permitted Exceptions" (defined below).

4. DUE DILIGENCE ITEMS. Within three (3) business days (unless

otherwise provided) after the Effective Date, and at its sole cost and expense,

Seller shall furnish (to the extent in its possession) or cause the Broker to

furnish to Purchaser the following items (collectively, the "DUE DILIGENCE

ITEMS"):

A. Within fourteen (14) days after the Effective Date, and

provided Purchaser has delivered to Seller evidence that the initial $100,000.00

of the Deposit has been tendered to the Title Company, Seller shall provide

commitments for owner's policies of title insurance on the Project

(collectively, the "TITLE COMMITMENTS", and individually, each a "TITLE

COMMITMENT"), each of which shall (i) be issued by Title Company in favor of

Purchaser, (ii) provide for aggregate coverage in an amount equal to the

Purchase Price, (iii) show the state and quality of title to the Property

together with all liens, encumbrances and other charges and items affecting the

Property, and (iv) be accompanied by legible copies of all documents referenced

in the Title Commitments. Any endorsements to the Title Commitments shall be

obtained by Purchaser at Purchaser's sole cost and expense;

B. copies of the existing ALTA as-built surveys of the Land

(collectively, the "SURVEYS", and individually, each a "SURVEY"). In addition,

during the Inspection Period, Seller will deliver updated versions of the

Surveys to Purchaser, the costs of such updated Surveys to be paid for by

Purchaser;

C. copies of the existing "Phase I" environmental assessments of

the Project. In addition, during the Inspection Period, Seller will deliver

updated versions of the environmental assessments to Purchaser, the costs of

such updated environmental assessments to be paid for by Purchaser;

D. copies of certificates of insurance provided by each Tenant;

E. certificates of occupancy for the Properties located in Mt.

Vernon, IL, Plano, TX, San Antonio, TX, Virginia Beach, VA, Hurst, TX and

Macomb, MI; and

F. complete copies of the Leases, along with any Guaranty.

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Purchaser shall acknowledge in writing its receipt of each Due

Diligence Item and immediately deliver such acknowledgement to Seller. Within

fourteen (14) days after the Effective Date, Purchaser shall notify Seller in

writing in the event that Purchaser has not yet received any Due Diligence Item

(which notice shall specify any Due Diligence Item not yet received) or

Purchaser shall be deemed to have received all of the Due Diligence Items.

Purchaser acknowledges and agrees that except for such items which

are in the public records, the Due Diligence Items are proprietary and

confidential in nature and have been or will be made available to Purchaser

solely to assist Purchaser in determining the feasibility of purchasing the

Property. Purchaser agrees not to disclose the Due Diligence Items or any of the

provisions, terms or conditions thereof to any party outside of Purchaser's

organization except: (i) to Purchaser's accountants, attorneys, lenders,

prospective lenders, investors and/or prospective investors (collectively, the

"PERMITTED OUTSIDE PARTIES") in connection with the transactions contemplated by

this Agreement, or (ii) as may be required by law. In permitting Purchaser and

the Permitted Outside Parties to review the Due Diligence Items to assist

Purchaser, Seller has not waived any privilege or claim of confidentiality with

respect thereto and no third party benefits of any kind, either expressed or

implied, have been offered, intended or created by Seller and any such claims

are expressly rejected by Seller and waived by Purchaser.

At such time as this Agreement is terminated for any reason other

than Seller's default, Purchaser shall return to Seller all of the Due Diligence

Items and any and all copies Purchaser has made of the Due Diligence Items,

along with copies of any and all reports, tests or studies relating to the

Property that Purchaser has obtained. In the event this Agreement is terminated

as a result of Seller's default, Purchaser shall return all the Due Diligence

Items and any and all copies Purchaser has made of the Due Diligence Items,

except for copies of such Due Diligence Items that are directly related to or

evidence such Seller default. Purchaser's obligations under this Section 4 shall

survive the termination of this Agreement.

Purchaser acknowledges that most of the Due Diligence Items were

prepared by third parties other than Seller and in most instances, were prepared

prior to Seller's ownership of the Property. Purchaser further acknowledges and

agrees that except as specifically set forth herein: (i) neither Seller nor any

of its partners, agents, employees or contractors have made any warranty or

representation regarding the truth, accuracy or completeness of the Due

Diligence Items or the sources thereof and Purchaser has not relied on the truth

or completeness of the Due Diligence Items; and (ii) Seller has not undertaken

any independent investigation as to the truth, accuracy and completeness of the

Due Diligence Items and is providing the Due Diligence Items or making the Due

Diligence Items available to Purchaser solely as an accommodation to Purchaser.

5. CONDITIONS PRECEDENT.

A. Conditions Precedent to Purchaser's Obligations.

(i) During, but in no event later than the expiration

of, the Inspection Period, Purchaser shall give Seller written notice indicating

whether the Due Diligence Items, the condition of the Property, or title thereto

is unsatisfactory and specifying any matters disclosed therein which are not

satisfactory or to which Purchaser otherwise objects (the "OBJECTION NOTICE").

In the event Seller fails to receive the Objection Notice timely, Purchaser

shall be deemed to have accepted the condition of the Property as disclosed in

the Due Diligence Items, at which time, Purchaser's Deposit shall become

non-refundable but for Seller's default. Seller acknowledges that during the

Inspection Period Purchaser will be trying to create a master lease covering all

of the Properties.

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(ii) In the event that either: (i) Purchaser indicates

in the Objection Notice that the Property or the Due Diligence Items are not

satisfactory in any respect; or (ii) Purchaser discovers and informs Seller in

writing of or Seller informs Purchaser of any change in the status of title to

the Property occurring after the Effective Date and resulting in an encumbrance

thereon in addition to the Leases and the Permitted Exceptions (each a "TITLE

DEFECT"), Seller may promptly undertake to cure the items specified in the

Objection Notice or eliminate any such Title Defect to the reasonable

satisfaction of Purchaser and/or, to the extent possible, cause the Title

Company to insure over any of such items or Title Defect to the satisfaction of

Purchaser and accordingly modify the Title Commitments. In the event Seller

elects not to effect such cure or is either unable to do so or have the Title

Company so insure over Purchaser's objections within ten (10) days after receipt

by Seller of the Objection Notice or notice of any Title Defect, Purchaser may,

at its option: (1) waive any of its objections to the condition of the Property

described in the Due Diligence Items and set forth in the Objection Notice or

relating to the Title Defect, without any adjustment in the Purchase Price; or

(2) terminate this Agreement, in either event by giving prompt written notice

thereof to Seller. In the event Purchaser elects to terminate this Agreement,

the Deposit shall be returned to Purchaser and neither Seller nor Purchaser

shall have any further obligations under this Agreement, except as expressly set

forth herein.

(iii) If any new Title Defects arise after the

expiration or waiver of the Inspection Period and prior to Closing, Seller may

promptly undertake to eliminate such new Title Defects to the reasonable

satisfaction of Purchaser and/or, to the extent possible, cause the Title

Company to insure over any of such new Title Defects to the satisfaction of

Purchaser. In the event Seller elects not to effect such cure or is either

unable to do so or have the Title Company so insure over such new Title Defects

by the Closing (which Seller may extend by up to ten (10) business days in order

to cure and remove (or procure title insurance over) the same), Purchaser may,

at its option: (1) waive any of its objections to the new Title Defects, without

any adjustment in the Purchase Price; or (2) terminate this Agreement, in either

event by giving prompt written notice thereof to Seller by the Closing Date (as

the same may have been extended by Seller under this subparagraph (iii)). In the

event Purchaser elects to terminate this Agreement, the Deposit shall be

returned to Purchaser and neither Seller nor Purchaser shall have any further

obligations under this Agreement, except as expressly set forth herein.

Notwithstanding the foregoing terms of this subparagraph (iii) to the contrary,

if the new Title Defect was the result of a Tenant's acts or omission to act and

is required to be removed by such Tenant pursuant to the terms of its Lease,

then Purchaser shall have automatically elected to proceed in accordance with

option (1) under this subparagraph (iii).

(iv) Upon expiration or Purchaser's earlier waiver of

the Inspection Period, Seller will make a one time request from each Tenant for

a current estoppel certificate and a subordination, non-disturbance and

attornment agreement ("SNDA") in the form contemplated by the Leases, if any. If

the form of Tenant estoppel certificate and SNDA is not prescribed by the Leases

and Purchaser submits to Seller the form of estoppel and SNDA either preferred

by it or required by its lender, if any, prior to the expiration of the

Inspection Period, Seller will submit such form of estoppel and SNDA to each

Tenant if such form is reasonable as determined by Seller. Notwithstanding

anything contained herein to the contrary, in the event that Seller is unable to

provide the estoppel and SNDA required by at least eighty percent (80%)

("THRESHOLD") of the Leases or any Tenant alleges that there are outstanding

material events of default under the Leases which cannot be resolved to

Purchaser's reasonable satisfaction by the Closing Date, then Purchaser's sole

remedy shall be to terminate this Agreement and receive the prompt return of the

Deposit. Seller shall be under no obligation to update such estoppel certificate

and/or SNDA received from any Tenant. Purchaser acknowledges and agrees that the

Threshold is comprised of the Leases and those other "Leases" (as defined in the

"Separate Agreement" (defined below)).

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(v) Purchaser acknowledges that certain of the Leases

provide the Tenant with a right of first refusal (as disclosed on Exhibit "C")

to purchase the Property subject to the terms of such Lease ("RIGHT OF FIRST

REFUSAL"). Promptly following the Effective Date, Seller will use commercially

reasonable efforts to cause any Tenant that has a Right of First Refusal to, on

or before the expiration of the Inspection Period, either waive or elect to

purchase such Property. If any such Tenant: (a) fails to respond to Seller's

notice within the time period specified in such Lease, then such Tenant will be

deemed to have waived its Right of First Refusal; and (b) elects to exercise its

Right of First Refusal for a Property (1) such Property will be removed from

this Agreement, (2) the Purchase Price will be reduced by the amount allocated

to such Property as reflected in Exhibit "C", and (3) Seller will reimburse

Purchaser for all due diligence costs incurred by Purchaser in performing its

due diligence investigations with respect to such Property, by providing

Purchaser with a credit against the Purchase Price at Closing.

B. Conditions Precedent to Seller's Obligations. If, prior to the

expiration of the Inspection Period, Seller is unable to arrange, upon terms and

conditions satisfactory to Seller, in its sole and absolute discretion, to

payoff Seller's existing loan secured by the Properties, Seller may, at its

option, terminate this Agreement by written notice to Purchaser in which event,

the Deposit will be returned to Purchaser.

6. PERMITTED EXCEPTIONS. Seller shall convey the Property to Purchaser

subject to: (i) all property taxes and assessments not yet due and payable; (ii)

all matters created by or on behalf of Purchaser, including, without limitation,

any documents or instruments to be recorded as part of any financing of the

Property by Purchaser; and (iii) any easements, liens, exceptions and other

encumbrances noted in the Title Commitments, the Surveys and the Leases

(collectively, the "PERMITTED EXCEPTIONS").

7. REPRESENTATIONS AND WARRANTIES.

A. Seller. Seller represents and warrants to Purchaser as to the

following matters, each of which is true and correct as of the Effective Date,

and each of which shall be true and correct as of the date of Closing. As used

in this Section, the phrase "to Seller's knowledge" means Seller's actual,

conscious knowledge, without duty of inquiry:

(i) Seller is a limited partnership, duly organized, validly

existing and in good standing under the laws of the State of Delaware and, to

the extent necessary, is qualified to conduct business in Delaware and the

States in which the Properties are located. This Agreement has been duly

authorized, executed and delivered by Seller, is the legal, valid and binding

obligation of Seller, and does not, to Seller's knowledge, violate any provision

of any agreement or judicial order to which Seller is a party or to which Seller

is subject;

(ii) Except as otherwise disclosed on attached and

incorporated Schedule "1", Seller has received no written notice from any

governmental agency alleging a violation of any statute, ordinance, regulation

or code with respect to the Property which violation has not been cured;

(iii) Except as otherwise disclosed on attached and

incorporated Schedule "2", there are no pending nor, to Seller's knowledge,

threatened matters of litigation, administrative action or examination, claim or

demand relating to the Property or Seller's interest in the Property;

(iv) Except as otherwise disclosed on attached and

incorporated Schedule "3", there is no pending nor, to Seller's knowledge,

contemplated or threatened eminent domain, condemnation or other governmental

taking or proceeding relating to the Property or any part thereof;

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(v) The Rent Roll is true, correct and complete in all

material respects;

(vi) Seller has delivered to Purchaser true, correct and

complete copies of the Leases, including any amendments, extensions or

modifications;

(vii) To Seller's knowledge, there are no commissions or other

fees payable with regard to the execution of any of the Leases or with regard to

any renewals, extensions or expansions (whether due to options previously or

hereafter exercised or separate negotiations);

(viii) To Seller's knowledge, there are no service or

maintenance contracts affecting the Properties which Purchaser, as prospective

owner of the Properties, will be required to assume or pay; and

(ix) Seller is not a foreign person or entity under the

Foreign Investment in Real Property Tax Act of 1980, as amended, and no taxes or

withholding under the such act shall be assessed against or imposed upon

Purchaser in connection with the transaction contemplated by this Agreement.

Seller acknowledges and agrees that the warranties and

representations set forth above shall survive the Closing for a period of one

(1) year. If, prior to Closing, Purchaser received written notice from Seller or

from any other source that any material representation or warranty of Seller is

untrue and cannot be remedied or Purchaser becomes aware that any material

representation or warranty of Seller is untrue and can not be remedied,

Purchaser shall, as Purchaser's sole and exclusive remedy, be entitled to

terminate this Agreement by written notice delivered to Seller on or before the

Closing, in which event the Deposit shall be refunded to Purchaser, and except

for the terms and provisions of this Agreement which specifically survive the

termination of this Agreement, the parties shall have no further obligations

hereunder. If Purchaser is so advised and Purchaser fails to terminate this

Agreement within five (5) days after having knowledge of such the existence of

any untrue material representation or warranty, Purchaser shall be deemed to

have waived the breach of such representation or warranty and shall have no

further rights or remedies as a result of the same. Seller does not, by this

Agreement, represent or warrant that there will be no changes in any of the

matters referred to in Seller's representations or warranties after the

Effective Date through the acts and/or omissions of persons other than Seller,

and shall have no liability or responsibility in the event that any

representation or warranty becomes false or misleading as a result of any change

in circumstances after the Effective Date.

B. Purchaser. Purchaser represents and warrants to Seller (which

is true and correct as of the Effective Date, and shall be true and correct as

of the date of Closing) that Purchaser is a limited liability company, duly

organized, validly existing and in good standing under the laws of the State of

Delaware and, to the extent necessary, is qualified to conduct business in

Delaware and the States in which the Properties are located. This Agreement has

been duly authorized, executed and delivered by Purchaser, is the legal, valid

and binding obligation of Purchaser, and does not, to Purchaser's knowledge,

violate any provision of any agreement or judicial order to which Purchaser is a

party or to which Purchaser is subject.

8. COVENANTS OF SELLER.

A. From and after the Effective Date and until the date of

Closing, Seller shall: (i) keep (or cause to be kept) the Property fully insured

in accordance with prudent and customary practice and as required by the Leases;

(ii) not alienate, encumber or transfer the Property or any part thereof in

favor of or to any other person or entity unless required by law; and (iii) not

amend any Lease without the

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prior written consent of Purchaser, which consent shall not be unreasonably

withheld, conditioned or delayed.

B. From and after the Effective Date and until the date of

Closing, Seller shall promptly give Purchaser written notice of any change in

the status of title to the Property, which either changes the nature of any

Permitted Exceptions or represents an additional encumbrance on the Property.

9. CLOSING. Seller and Purchaser shall consummate the transactions

contemplated by this Agreement at Closing through an escrow with the Title

Company and pursuant to escrow instructions acceptable to the Title Company,

Seller and Purchaser. The attorneys for Seller and Purchaser are authorized to

execute such letter of escrow instructions, any amendments thereto and all

directions or communications thereunder.

10. SELLER'S OBLIGATIONS AT THE CLOSING. No later than three (3)

business days prior to Closing, Seller shall:

A. execute and deliver to Purchaser the Deeds conveying the

Property;

B. execute and deliver to Purchaser a bill of sale conveying any

personal property owned by Seller and located on any Property, without warranty,

express or implied, as to merchantability, title, use and fitness for any

purpose;

C. cause the Title Company to furnish to Purchaser owner's

policies of title insurance pursuant to the Title Commitments (collectively, the

"TITLE POLICIES", and individually, each a "TITLE POLICY");

D. execute and deliver to Purchaser a closing statement itemizing

the Purchase Price and all adjustments thereto as provided herein;

E. execute and deliver to Purchaser an assignment of all of

Seller's right, title and interest in and to the Leases in substantially the

form attached hereto as Exhibit "F" (the "ASSIGNMENT"), together with such

consents to and notices of such assignment as may be required under the Leases;

F. execute and deliver to Purchaser a Non-Foreign Persons

Affidavit in the form attached hereto as Exhibit "G";

G. deliver to Purchaser an original of each estoppel certificate

and SNDA, in accordance with the terms of Section 5A(iv) of this Agreement, from

each Tenant in the form required by the Leases;

H. execute and deliver to Purchaser a "Notice to Tenant"

substantially in the form attached hereto as Exhibit "H"; and

I. execute and deliver to Purchaser such other documents or

instruments (including, without limitation, transfer tax declarations) as may be

required under this Agreement, or as otherwise required by the Title Company or

by Purchaser (using its reasonable opinion) to effectuate the Closing.

11. PURCHASER'S OBLIGATIONS AT CLOSING. Subject to the terms,

conditions, and provisions hereof, and contemporaneously with the performance by

Seller of its obligations under Section 10 above, no later than three (3)

business days prior to Closing (unless otherwise provided below), Purchaser

shall:

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A. concurrently with Closing, cause the Title Company to pay

Seller the Purchase Price;

B. execute and deliver to Seller a closing statement itemizing

the Purchase Price and all adjustments thereto as provided herein;

C. acknowledge the Assignment for the purpose of assuming

Seller's obligations under the Leases; and

D. execute and deliver to Seller such other documents or

instruments (including, without limitation, transfer tax declarations) as may be

required under this Agreement or as otherwise required by the Title Company or

by Seller (using its reasonable opinion) to effectuate the Closing.

Purchaser's obligation to close shall be specifically contingent

upon the Title Company furnishing to Purchaser the Title Policies (or executed

mark-ups of the same) and each Tenant executing and delivering to Purchaser an

estoppel certificate in accordance with the provisions of the Leases. Purchaser

specifically acknowledges that Seller's failure to deliver the foregoing items

shall not constitute a default by Seller hereunder nor expose Seller to damages

but, in such circumstances, Purchaser may, as its sole remedy at law or in

equity, terminate this Agreement and receive the immediate return of its

Deposit.

12. CLOSING COSTS. At the Closing, except for Seller's attorneys' fees

and costs and the Broker's fee, Purchaser will pay for all closing costs,

including, without limitation: (a) the cost of preparation of the Deeds; (b) all

premiums and fees related to the Title Policies; (c) escrow charges; (d) real

estate transfer taxes and fees payable upon recordation of the Deeds; (e) the

costs and expenses of any endorsements and/or additional title insurance

coverage requests by Purchaser; and (f) any other expenses, taxes and fees

related to Purchaser's loan, including any mortgage taxes.

13. PRORATIONS.

A. Taxes. Purchaser acknowledges that the Leases obligate each

Tenant to pay the taxes directly to the taxing authority. Accordingly, the

parties shall not prorate taxes between Purchaser and Seller, it being

acknowledged that each Tenant shall be responsible for same. In no event shall

Seller be responsible for the payment of any real estate taxes and/or

assessments applicable during its period of ownership in the event any Tenant

has defaulted in the prompt payment of same.

B. Rent. Rent actually paid for the month in which the Closing

occurs shall be prorated between Seller and Purchaser as of the close of

business on the date of Closing, with Purchaser receiving a credit for amounts

attributable to time periods following such date. To the extent either party

receives rent after the Closing to which the other has a claim, such party shall

remit same to the party entitled thereto within ten (10) days of receipt. If at

the time of the Closing any rent arrearages exist under any Lease: (i) Seller

shall have the right, to the extent it is holding a security deposit under such

Lease, to set-off against such security deposit for such arrearages; (ii) for

the month in which the Closing occurs, Purchaser agrees that the first monies

received by Purchaser from said Tenant shall be received on account of rent due

for the month of Closing; and (iii) for any period prior to the month in which

the Closing occurs, all monies received by Purchaser from said Tenant shall

first be applied to rents owed to Purchaser and the balance, if any, will be

remitted to Seller. Purchaser agrees that Seller may attempt to collect any

delinquent rents owed Seller for any period prior to the month in which the

Closing occurs and may institute any lawsuit or collection procedures, but may

not: (x) evict or bring any proceeding to evict any Tenant; (ii) terminate any

Lease; or (iii) terminate a Tenant's right to possession.

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C. Security Deposits. Seller will provide Purchaser with a credit

in the amount of all unapplied security deposits being held by Seller pursuant

to the terms of the Leases.

14. POSSESSION. Subject to the Leases, Seller shall deliver exclusive

possession of the Property to Purchaser at Closing.

15. INSPECTION. During the Inspection Period, Seller agrees that

Purchaser, its representatives, agents, employees, lenders, contractors,

appraisers, architects and engineers designated by Purchaser (collectively

"PERMITTEES") shall, subject to arranging all onsite visits with Seller and/or

Seller's Broker, be entitled to enter upon the Property for inspection, soil

tests, examination, land-use planning and for any due diligence investigation

relating to Purchaser's proposed ownership of the Property. As to any such

investigation, Purchaser shall restore the Property to the same condition as

existed prior to any such investigation, and shall not: (i) perform any invasive

tests without Seller's prior consent, which may be withheld in Seller's sole and

absolute discretion; or (ii) interfere with the possessory rights of any Tenant.

Purchaser shall indemnify, defend and hold harmless Seller, its partners,

officers, directors, members, shareholders, employees, agents, lenders,

contractors and each of their respective successors and assigns (collectively,

the "SELLER INDEMNIFIED PARTIES") harmless from any and all losses, liabilities,

fines, penalties and damages (including without limitation any damages or injury

to persons, property or to the environment as provided hereunder), or actions or

claims in respect thereof (including without limitation, amounts paid in

settlement, reasonable cost of investigation, reasonable attorneys' fees and

other legal expenses and reasonable fees of other professionals) (collectively

"LOSSES") which any of the Seller Indemnified Parties may suffer or sustain as a

result of the exercise by Purchaser of its rights (and that of its Permittees)

to enter upon the Property pursuant to this Section. The terms of this Section

will survive the Closing and the termination of this Agreement.

16. ACKNOWLEDGEMENTS.

A. As-Is. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS

EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO SELLER'S

EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED

FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS "WITH ALL

FAULTS." Purchaser acknowledges, represents and warrants that Purchaser is not

in a significantly disparate bargaining position with respect to Seller in

connection with the transaction contemplated by this Agreement; that Purchaser

freely and fairly agreed to this acknowledgment as part of the negotiations for

the transaction contemplated by this Agreement; that Purchaser is represented by

legal counsel in connection with this transaction and Purchaser has conferred

with such legal counsel concerning this waiver. Except for the representations

and warranties expressly set forth in this Agreement, no representations or

warranties have been made or are made and no responsibility has been or is

assumed by any of the Seller Indemnified Parties or anyone acting or purporting

to act on behalf of the Seller Indemnified Parties as to the condition or repair

of the Property or the value, expense of operation, or income potential thereof

or as to any other fact or condition which has or might affect the Property or

the condition, repair, value, expense of operation or income potential of the

Property or any portion thereof. The parties agree that all understandings and

agreements made between them or their respective agents or representatives prior

to the Effective Date are merged in this Agreement and the attached Exhibits,

which alone fully and completely express their agreement, and that this

Agreement has been entered into with Purchaser being provided ample opportunity

to investigate all aspects of the Property, with neither party relying upon any

statement or representation by the other unless such statement or representation

is specifically embodied in this Agreement or the attached Exhibits. Except as

set forth in this Agreement, Seller makes no representations or warranties as to

whether the Property contains asbestos or any hazardous materials or harmful or

toxic substances, or pertaining to the extent, location or nature of same, if

any. Further, to the extent that Seller has provided to Purchaser information

from any inspection, engineering or environmental reports concerning asbestos

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or any hazardous materials or harmful or toxic substances, Seller makes no

representations or warranties with respect to the accuracy or completeness,

methodology of preparation or otherwise concerning the contents of such reports.

Purchaser acknowledges that Seller has requested that Purchaser inspect the

Property fully and carefully and investigate all matters relevant thereto and

that Purchaser rely solely upon the results of Purchaser's own inspections or

other information obtained or otherwise available to Purchaser, rather than any

information that may have been provided by Seller to Purchaser.

B. Release of Seller. Purchaser for itself and each of its

present and future directors, members, shareholders, officers, employees,

agents, parties, affiliates, representatives, attorneys, subsidiaries, parent

and affiliated corporations, predecessors, successors, and assigns

(collectively, "PURCHASER-RELATED ENTITIES"), hereby fully and irrevocably

releases, acquits and discharges the Seller Indemnified Parties from any and all

Losses, whether known or unknown, existing or potential, which Purchaser or the

Purchaser-Related Entities have or assert or hereafter may have or assert,

against any of the Seller Indemnified Parties by reason of any purported act or

omission on the part of any of the Seller Indemnified Parties occurring prior to

the Closing, which Losses are based upon, arise out of, or are in any way

connected with any of the following (each, a "CLAIM" and collectively, the

"CLAIMS"): (i) the condition, status, quality, nature, contamination or

environmental state of the Property; (ii) any violation of, noncompliance with,

or enforcement of applicable laws, regulations or ordinances with respect to the

Property; or (iii) any use, generation, storage, release, threatened release,

discharge, disposal, or presence of any "Hazardous Materials" (defined below)

on, under, or about the Property or, to the extent affecting the Property, any

property in the vicinity of the Property; provided however, nothing contained in

this Section shall release Seller from Seller's representations and warranties

set forth in this Agreement, or Seller's fraud. The term "HAZARDOUS MATERIALS"

means and includes flammable explosives, petroleum (including crude oil),

radioactive materials, hazardous wastes, toxic substances or related materials,

including, without limitation, any substances defined as or included in the

definition of toxic or hazardous substances, wastes or materials under any

federal or applicable state or local laws, ordinances or regulations dealing

with or otherwise pertaining to toxic or hazardous substances, wastes, or

materials (collectively, "HAZARDOUS SUBSTANCES LAWS").

C. Indemnification of Seller.

(i) Notwithstanding anything to the contrary contained

herein, Purchaser, to the maximum extent permitted by law, shall be solely

responsible for, and shall indemnify, hold harmless and defend with counsel

acceptable to Seller in its reasonable discretion, the Seller Indemnified

Parties from and against any and all Losses arising out of, or resulting from or

claimed to arise out of or result from, in whole or in part, but only to the

extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): (i) any

violation of, noncompliance with, or enforcement of, any Hazardous Substances

Laws with respect to the Property; or (ii) the release, discharge, disposal, or

presence of Hazardous Materials, on, under or about the Property. The Losses

referred to herein shall include, without limitation, all foreseeable

consequential damages and the cost of any required or necessary repair, cleanup,

or detoxification of the Property or any property in the vicinity of the

Property, and the preparation and implementation of any closure, remedial, or

other required plans in connection therewith.

(ii) In the event that any suit or other proceeding is

brought against any of the Seller Indemnified Parties at any time on account of

any of the Losses, Purchaser shall, upon the request of Seller and the Seller

Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified

Parties, as the case may be; (ii) defend Seller and the Seller Indemnified

Parties, at Purchaser's own expense with counsel acceptable to Seller or the

Seller Indemnified Parties, as applicable, in their reasonable discretion; and

(iii) pay all judgments, fines, penalties and other fees and expenses in

connection therewith.

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(iii) In the event that: (i) a final adjudication determines

that Seller took one of the Indemnified Acts prior to the Closing Date that

directly and proximately caused the Losses, and (ii) Seller failed to inform

Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall

reimburse Purchaser for all amounts previously paid by Purchaser pursuant to

Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect

to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminate.

D. Survival of Indemnity and Release. The obligations of

Purchaser pursuant to Section 16(B) and Section 16(C) shall survive the Closing.

17. FURTHER ASSURANCES. Seller and Purchaser agree to use commercially

reasonable efforts to perform such other acts, and to execute, acknowledge,

and/or deliver subsequent to the Closing such other instruments, documents and

other materials as Seller or Purchaser may reasonably request in order to

effectuate the consummation of the transactions contemplated herein and to vest

title to the Property in Purchaser.

18. DEFAULT BY SELLER. In the event that Seller should fail to

consummate the transactions contemplated by this Agreement for any reason,

excepting Purchaser's default or the failure of any of the conditions to

Seller's obligations hereunder to be satisfied or waived, Purchaser may, as its

sole remedy at law or in equity, elect to either: (i) terminate this Agreement

by giving prompt written notice thereof to Seller, in which event the Deposit

will be returned to Purchaser; or (ii) specifically enforce this Agreement.

Furthermore, if Purchaser elects to specifically enforce this Agreement it must

institute such action within forty-five (45) days following Seller's default,

failing which Purchaser shall be deemed to have waived the right to pursue

specific performance.

19. DEFAULT BY PURCHASER. In the event Purchaser should fail to

consummate the transaction contemplated herein for any reason, except default by

Seller or the failure of any of the conditions to Purchaser's obligations

hereunder to be satisfied or waived, Seller may either: (i) grant Purchaser

additional time to cure such default; or (ii) terminate the Agreement, in which

event Seller shall retain the Deposit as liquidated damages in lieu of all other

remedies available to Seller and this Agreement shall become null and void with

neither party having any further rights or liabilities hereunder, except as

provided for in this Agreement. Seller and Purchaser acknowledge and agree that:

(x) it would be extremely difficult to accurately determine the amount of

damages suffered by Seller as a result of Purchaser's default hereunder; (y) the

Deposit is a fair and reasonable amount to be retained by Seller as agreed and

liquidated damages for Purchaser's default under this Agreement; and (z)

retention by Seller of the Deposit upon Purchaser's default hereunder shall not

constitute a penalty or forfeiture.

However, the liquidated damages provision does not preclude Seller from

pursuing any: (i) claims for the return or delivery of Due Diligence Items; (ii)

actions to expunge a lis pendens or other clouds on title caused by Purchaser;

(iii) claims on account of Purchaser's indemnity obligations under this

Agreement; and (iv) attorneys' fees and costs incurred by Seller incident to

subparagraphs (i) through (iii).

20. ATTORNEY'S FEES. In the event of any legal action or other

proceeding between the parties regarding this Agreement or the Property (an

"ACTION"), the prevailing party shall be entitled to the payment by the losing

party of its reasonable attorneys' fees, court costs and litigation expenses, as

determined by the court. The term "prevailing party" as used herein includes,

without limitation, a party: (i) who agrees to dismiss an Action on the other

party's performance of the covenants allegedly breached, (ii) who obtains

substantially the relief it has sought; or (iii) against whom an Action is

dismissed (with or without prejudice). In addition, the prevailing party in any

Action shall be entitled, in addition to and separately from the amounts

recoverable under this Section, to the payment by the losing party of the

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prevailing party's reasonable attorneys' fees, court costs and litigation

expenses incurred in connection with: (y) any appellate review of the judgment

rendered in such Action or of any other ruling in such Action; and (z) any

proceeding to enforce a judgment in such Action. It is the intent of the parties

that the provisions of this Section be distinct and severable from the other

rights of the parties under this Agreement, shall survive the entry of judgment

in any Action and shall not be merged into such judgment.

21. BROKERAGE COMMISSIONS. Each party represents to the other that no

brokers other than Broker has been involved in this transaction, and Broker has

represented Seller. In the event that this transaction is consummated and

closing occurs, Seller shall pay Broker a real estate commission as set forth in

a separate written agreement. Seller and Purchaser agree that if any other

claims for brokerage commissions are ever made against Seller or Purchaser in

connection with this transaction, all claims shall be handled and paid by the

party whose actions or alleged commitments form the basis of such claim. Seller

agrees to indemnify and hold Purchaser harmless from any Losses paid or incurred

by Purchaser by reason of any claim to any broker's, finder's, or other fee in

connection with this transaction by any party claiming by, through, or under

Seller. Except as provided in the foregoing sentence, Purchaser agrees to

indemnify and hold Seller harmless from any Losses paid or incurred by Seller by

reason of any claim to any broker's, finder's, or other fee in connection with

this transaction by any party claiming by, through, or under Purchaser, which

obligation of each party shall survive the Closing.

22. RISK OF LOSS.

A. Condemnation and Casualty. If, prior to the Closing Date, all

or any portion of the Property is taken by condemnation or eminent domain, or is

the subject of a pending taking which has not been consummated, or is destroyed

or damaged by fire or other casualty, Seller shall notify Purchaser of such fact

promptly after Seller obtains knowledge thereof. If such condemnation or

casualty is "Material" (defined below), Purchaser shall have the option to

terminate this Agreement upon notice to Seller given not later than fifteen (15)

days after receipt of Seller's notice, or the date of the Closing, whichever is

earlier. If this Agreement is terminated, the Deposit shall be returned to

Purchaser and thereafter neither Seller nor Purchaser shall have any further

rights or obligations to the other hereunder except as otherwise provided in

this Agreement. If this Agreement is not terminated, Seller shall not be

obligated to repair any damage or destruction but: (x) Seller shall assign,

without recourse, and turn over to Purchaser all of the insurance proceeds or

condemnation proceeds, as applicable, net of any costs of repairs and net of

reasonable collection costs (or, if such have not been awarded, all of its

right, title and interest therein) payable with respect to such fire or other

casualty or condemnation including any rent abatement insurance for such

casualty or condemnation; and (y) the parties shall proceed to Closing pursuant

to the terms hereof without abatement of the Purchase Price.

B. Condemnation Not Material. If the condemnation is not

Material, then the Closing shall occur without abatement of the Purchase Price

and, after deducting Seller's reasonable costs and expenses incurred in

collecting any award, Seller shall assign, without recourse, all remaining

awards or any rights to collect awards to Purchaser on the date of the Closing.

C. Casualty Not Material. If the Casualty is not Material, then

the Closing shall occur without abatement of the Purchase Price except for a

credit in the amount of the applicable deductible and Seller shall not be

obligated to repair such damage or destruction and Seller shall assign, without

recourse, and turn over to Purchaser all of the insurance proceeds net of any

costs of repairs and net of reasonable collection costs (or, if such have not

been awarded, all of its right, title and interest therein) payable with respect

to such fire or such casualty including any rent abatement insurance for such

casualty.

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D. Materiality. For purposes of this Section 22: (i) with respect

to a taking by eminent domain, the term "MATERIAL" means any taking whatsoever,

regardless of the amount of the award or the amount of the Property taken,

excluding, however, any taking solely of subsurface rights or takings for

utility easements or right of way easements, if the surface of the Property,

after such taking, may be used in substantially the same manner as though such

rights had not been taken or any taking which does not permit a Tenant from

terminating the Lease affected by the taking; and (ii) with respect to a

casualty, the term "MATERIAL" means any casualty such that the cost of repair,

as reasonably estimated by Seller's engineer, is in excess of 10% of the

Purchase Price allocated to Property sustaining the casualty, excluding,

however, any casualty which does not permit a Tenant from terminating the Lease

affected by the casualty.

23. ASSIGNABILITY. Except as set forth in Section 34 below, neither

Purchaser nor Seller may assign its respective obligations hereunder without the

consent of the other; provided, however, that Purchaser shall have the right to

assign its interest in this Agreement, in whole or part, without Seller's

consent to a Delaware Statutory Trust, an affiliate entity or any entity that is

owned, managed or controlled by Purchaser or its managing member subject to the

following: (i) notice of such assignment is delivered to Seller; and (ii)

Purchaser shall not be released from any liability under this Agreement as a

result of any such assignment. No transfer or assignment by Purchaser or Seller

in violation of the provisions hereof shall be valid or enforceable.

24. NOTICES. Any notice to be given or to be served upon either party

hereto in connection with this Agreement must be in writing and shall be given

by certified or registered mail (return receipt requested), by overnight express

delivery or facsimile (followed by hard copy by either of the two preceding

methods of delivery) and shall be deemed to have been given upon receipt. Such

notice shall be given the parties hereto at the addresses set forth on the

signature page of this Agreement and be deemed delivered upon delivery or on the

date when the receiving party first refuses to accept such delivery. Either

party may at any time, by giving five (5) days written notice to the other,

designate any other address in substitution of any of the foregoing addresses to

which such notice shall be given and other parties to whom copies of all notices

hereunder shall be sent.

25. BINDING EFFECT. Subject to the terms of Section 23 of this

Agreement, this Agreement shall be binding upon and shall inure to the benefit

of the Seller and Purchaser and their respective successors and assigns.

26. ENTIRE AGREEMENT. This Agreement represents the entire agreement

between Seller and Purchaser with respect to the subject matter hereof, and all

prior agreements between Seller and Purchaser with respect to such subject

matter shall have no further force or effect, including, without limitation, any

proposal letters.

27. GOVERNING LAW. This Agreement shall be governed by, and construed in

accordance with, the laws of the Subject State, without giving effect to

principals of conflicts of law.

28. MODIFICATION. This Agreement may only be modified or otherwise

amended by a written instrument executed by duly authorized representatives of

Seller and Purchaser.

29. TIME OF ESSENCE. Time is of the essence of this Agreement. In the

event this Agreement is not accepted by Seller on or before the Expiration Date

of the Offer, and a copy thereof delivered to Purchaser, then this Agreement

shall be null and void, and all offers set forth herein shall be deemed

withdrawn.

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30. COUNTERPARTS. This Agreement may be executed in one or more

counterparts, each of which shall constitute an original, and all of which

together shall constitute one and the same instrument.

31. FACSIMILE. A facsimile copy of this Agreement and any signatures

thereon will be considered for all purposes as originals.

32. INDEPENDENT COUNSEL AND INTERPRETATION. Each party acknowledges that

its legal counsel participated in the preparation and drafting of this

Agreement, and that each has been or has had the opportunity to be represented

by counsel of its own choice throughout all negotiations which preceded the

execution of this Agreement, and that they have executed this Agreement with the

consent and upon the advice of said counsel. Accordingly, it is agreed that any

legal rule of construction to the effect that ambiguities are to be resolved

against the drafting party shall not apply to the interpretation of this

Agreement or any addenda, amendments or exhibits thereto to favor any party

against the other.

33. BUSINESS DAYS. All references to "business days" contained in this

Agreement are references to normal working business days, i.e., Monday through

Friday of each calendar week, exclusive of federal and national bank holidays.

If any event hereunder is to occur, or a time period is to expire, on a date

which is not a business day, such event will occur or time period shall expire

on the next succeeding business day.

34. 1031 EXCHANGE. The parties acknowledge that each may be consummating

the transaction as part of a deferred tax-free exchange ("EXCHANGE") pursuant to

Section 1031 of the Internal Revenue Code (the "CODE"). Therefore, either party

may assign its right, but not its obligations, to a qualified third party

intermediary. Each party agrees to cooperate with the other in connection with

such tax deferred exchange; provided, however, that in no event will: (i) Seller

be obligated to (a) take title to any relinquished property that Purchaser

desires to relinquish, or (b) act as a qualified intermediary; (ii) either party

incur any obligation, indebtedness, liability, cost or expense as a result of

cooperating with the other to effect such exchange.

EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS AND WILL BE SOLELY

RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS

RELATED TO ITS EXCHANGE, IF ANY. FURTHER, A PARTY CAUSING AN

EXCHANGE ACKNOWLEDGES THAT NEITHER THE NON-EXCHANGING PARTY NOR ANY

OF ITS AGENTS, REPRESENTATIVES OR AFFILIATES HAS ADVISED THE

EXCHANGING PARTY, AND NO SUCH PERSON OR ENTITY HAS ANY OBLIGATION OR

DUTY TO ADVISE THE EXCHANGING PARTY, WITH RESPECT TO WHETHER THE

TRANSACTION CONTEMPLATED BY THIS AGREEMENT COMPLIES WITH THE LAWS,

RULES AND REGULATIONS APPLICABLE TO THE EXCHANGE. FURTHER, EACH

PARTY REPRESENTS, WARRANTS AND ACKNOWLEDGES TO THE OTHER THAT IT HAS

RELIED UPON ITS OWN TAX AND LEGAL COUNSEL IN DETERMINING COMPLIANCE

WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO ITS EXCHANGE, IF

ANY. THE PROVISIONS OF THIS SECTION WILL SURVIVE THE CLOSING OR

TERMINATION OF THIS AGREEMENT.

35. CONTEMPORANEOUS CLOSING OF SEPARATE AGREEMENT. Purchaser and Captec

Franchise Capital Partners L.P. IV, a Delaware limited partnership (a related

entity of Seller) ("RELATED SELLER") are parties to a separate Sale Agreement

dated on or about the Effective Date (the "SEPARATE AGREEMENT") pursuant to

which Related Seller has agreed to sell, and Purchaser has agreed to buy twelve

(12) parcels of real property. As a condition to the parties' obligation to

consummate the sale and purchase of the

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Property under this Agreement, the closing contemplated under the Separate

Agreement must occur contemporaneously with the Closing under this Agreement.

36. REPRESENTATIONS, WARRANTIES AND COVENANTS WITH RESPECT TO THE USA

PATRIOT ACT.

A. All capitalized words and phrases and all defined terms used

in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (the

"PATRIOT ACT") and in other statutes and all orders, rules and regulations of

the United States government and its various executive departments, agencies and

offices related to the subject matter of the Patriot Act, including, but not

limited to, Executive Order 13224 effective September 24, 2001, are hereinafter

collectively referred to as the "PATRIOT RULES" and are incorporated into this

Section.

B. Purchaser and Seller hereby represent and warrant, each to the

other, that each and every "person" or "entity" affiliated with each respective

party or that has an economic interest in each respective party or that has or

will have an interest in the transaction contemplated by this Agreement or in

any Property that is the subject matter of this Agreement or will participate,

in any manner whatsoever, in the purchase and sale of the Properties is, to the

best of Purchaser's or Seller's knowledge:

(i) not a "blocked" person listed in the Annex to Executive

Order Nos. 12947, 13099 and 13224;

(ii) in full compliance with the requirements of the Patriot

Rules and all other requirements contained in the rules and regulations of the

Office of Foreign Assets Control, Department of the Treasury ("OFAC");

(iii) operated under policies, procedures and practices, if

any, that are in compliance with the Patriot Rules and available to each other

for review and inspection during normal business hours and upon reasonable prior

notice;

(iv) not in receipt of any notice from the Secretary of State

or the Attorney General of the United States or any other department, agency or

office of the United States claiming a violation or possible violation of the

Patriot Rules;

(v) not listed as a Specially Designated Terrorist or as a

blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules

or any other list of terrorists or terrorist organizations maintained pursuant

to any of the rules and regulations of the OFAC issued pursuant to the Patriot

Rules or on any other list of terrorists or terrorist organizations maintained

pursuant to the Patriot Rules;

(vi) not a person who has been determined by competent

authority to be subject to any of the prohibitions contained in the Patriot

Rules; and

(vii) not owned or controlled by or now acting and or will in

the future act for or on behalf of any person or entity named in the Annex or

any other list promulgated under the Patriot Rules or any other person who has

been determined to be subject to the prohibitions contained in the Patriot

Rules.

C. Each party covenants and agrees that in the event it receives

any notice that it or any of its beneficial owners or affiliates or participants

become listed on the Annex or any other list promulgated under the Patriot Rules

or indicted, arraigned, or custodially detained on charges involving

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money laundering or predicate crimes to money laundering, the party that

receives such notice shall immediately notify the other and the effect of the

issuance of a notice pursuant to the Patriot Rules is that this Agreement shall

automatically be deemed terminated, in which event t