PURCHASE AND SALE AGREEMENT

Exhibit 10.31

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made by and between the following parties (individually a “ Party ” and collectively the “ Parties ”) and will become effective immediately upon the date upon which authorized representatives of both Parties have executed this Agreement (the “Effective Date”) :

BACKGROUND

WHEREAS, Seller is the owner of the Property (as hereinafter defined); and

WHEREAS, Seller wishes to sell, and Purchaser wishes to purchase, the Property on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, for and in consideration of the promises, covenants, representations and warranties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto hereby agree as follows:

1. Definitions . The following terms, wherever used in this Agreement with an initial capital letter or letters, shall have the meanings specified:

“ Business Day ” means Monday through Friday excluding holidays recognized by the federal government and/or the State of Tennessee.

“ Escrow Agent ” means the Title Company, acting in the capacity of escrow agent hereunder.

“ Existing Environmental Report ” means that certain letter (together with the materials referenced therein) entitled “Update of Phase I Environmental Site Assessment of the Building D Site, Memphis Distribution Center, Memphis, Tennessee”, prepared by Environmental Resources Management and addressed jointly to Kurt A. Nelson and the Industrial Development Board of the City of Memphis and County of Shelby, Tennessee, dated December 1, 1999 (a copy of which is attached hereto as Exhibit D ).

“ Existing Exceptions ” means those certain exceptions to title to the Property set forth on Exhibit B attached hereto.

“ Governmental Requirements ” means all present and future laws, ordinances, orders, rules, regulations or requirements of all federal, state and municipal governments and appropriate departments, commissions, boards and officers thereof relating to all or any part of the Property or the use thereof.

“ Improvements ” means, collectively, the building, parking areas and all other improvements of any nature at any time and from time to time hereafter located on the Property.

“ Inspections ” means inspections and review by Purchaser respecting the Property and the Improvements, which may include, without limitation, the following matters: (a) title and survey, (b) access to a public right of way, (c) environmental, (d) wetlands and jurisdictional waters impacting the Improvements, (e) the physical attributes and condition of the Property and the Improvements, including, without limitation, drainage/floodplain issues, structural components, roof, paving, HVAC and electrical, mechanical, plumbing and fire protection systems, (f) compliance with Governmental Requirements (including, without limitation zoning matters), and (g) utility availability.

“ Permitted Title Exceptions ” means (a) the standard or printed exclusions in the form of Title Policy, (b) all real estate taxes not yet due and payable as of the Closing Date, (c) the Existing Exceptions, and (d) any other matters not objected to in writing by Purchaser prior to the end of the Inspection Period.

“ Property ” means that certain real property in Shelby County, Tennessee, as more particularly described on Exhibit A attached hereto and made a part hereof by this reference, together with all improvements constructed thereon, including, without limitation the Improvements and all rights running with such land; provided , however , that Seller shall be entitled to remove from such land prior to Closing any and all property of Seller located thereon as listed on Exhibit C hereto (which, if so removed, shall not constitute part of the Property).

“ Seller’s Knowledge ” means the actual current knowledge through the Closing Date of personnel of Seller responsible for the management of the Property and the handling of potential or actual environmental liabilities of Seller.

“ Title Commitment ” shall mean the commitment of the Title Company to issue the Title Policy.

“ Title Company ” shall mean First American Title Insurance Company.

“ Title Policy ” shall mean the standard form of ALTA Owner’s Policy of Title Insurance dated the date of Closing issued by the Title Company in the amount of the Purchase Price for the Property, and containing, unless prohibited by applicable statutes or regulations, such endorsements as are reasonably required by Purchaser.

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2. Sale . Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Property subject to the terms and conditions of this Agreement (including, without limitation, those set forth in Paragraph 5 below).

3. Purchase Price . The purchase price (“ Purchase Price ”) to be paid by Purchaser to Seller for the Property at Closing shall be Six Million Three Hundred Thousand Dollars ($6,300,000.00). Within four Business Days after the Effective Date, Purchaser shall deliver to Escrow Agent the amount of $100,000 (the “ Earnest Money ”). The balance of the Purchase Price shall be paid at Closing in immediately available funds.

4. Closing; Closing Costs; Prorations; Credits .

4.1 The closing or settlement of the sale of the Property (the “ Closing ”) shall be held on or before the later to occur of (a) 15 days after the end of the Inspection Period or (b) 10 days after Seller vacates the Property (the “ Closing Date ”). At the written request of either Seller or Purchaser. Closing may be accomplished through an escrow with Escrow Agent in which event Purchaser and Seller shall each execute and deliver to Escrow Agent such written escrow instructions as may be reasonably necessary or desirable to carry out such escrow.

4.2 Purchaser shall pay the cost of (a) any title examination of the Property, the title insurance premium for the Title Policy to be issued to Purchaser, any title endorsements to the Title Policy, and any updating of the Survey (hereinafter defined), (b) any transfer, grantor, documentary stamp or similar tax or assessment applicable to the Property, and (c) applicable recording fees. Seller shall pay (a) any overdue property taxes and the costs (including recording costs) of any cure of title defects required of Seller hereunder, (b) the cost of issuance of the Title Commitment, and (c) the cost of preparing the Deed. Each Party shall pay its own attorney fees and expenses. Any escrow fees of the Title Company shall be shared equally.

4.3 Private assessments affecting the Property and utility charges, if any shall be prorated as of midnight of the day preceding the Closing. The state, county, city or other ad valorem property taxes and assessments assessed against the Property for the year in which the Closing occurs (the “ Taxes ”) shall be prorated, on an accrual basis, as of midnight of the day preceding the day of Closing. If the proration is not based on the actual tax bill for the applicable year, the proration shall, at the request of either Seller or Purchaser, be adjusted when the actual tax bill is available. If the Property is taxed as a portion of a larger parcel, the Parties agree to pay their pro rata share of the Taxes covering the tax period of the Closing (and any previous periods) for the entire parcel to taxing authorities at the Closing, or, if the tax bill is not available, pay into escrow the estimated amount of said bill for payment by the Escrow Agent directly to the taxing authorities when the tax bill becomes available and shall execute and deliver such documentation before and after the Closing as may be necessary to cause the Property to be assessed as a separate parcel. If any special assessments or other similar governmental assessments or charges on the Property have been billed and are pending prior to Closing, Seller shall pay only those installments as shall become due and payable prior to Closing. If the Parties

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make any errors or omissions in the closing prorations or if they subsequently determine any dollar amount prorated to be incorrect, each agrees, upon notice from the other after Closing, to make any adjustment necessary to correct the error, including payment of any amount to the other then determined to be owing. This Paragraph 4.3 shall survive Closing.

5. Inspection .

5.1 Provided Purchaser first gives to Seller evidence reasonably acceptable to Seller of proper insurance coverage, Purchaser and Purchaser’s agents, employees and independent contractors shall have the right and privilege to enter upon the Property for a period of 40 days after the Effective Date (the “ Inspection Period ”) to undertake the Inspections, all at Purchaser’s sole cost and expense. After conducting any soil boring or other test which affects the physical condition of the Property, Purchaser will return the Property to as nearly as practicable its condition prior to such test. Purchaser hereby covenants and agrees to indemnify and hold harmless Seller from any and all loss, liability, costs, claims, demands, damages, actions, causes of actions, and suits arising out of liens, damages to property (including the Property) or personal injury or death caused by the Purchaser’s entry upon the Property pursuant to its rights under this Agreement.

5.2 Within five days after the Effective Date, Seller shall provide to Purchaser (a) any and all engineering, soils, environmental and property inspection reports in its possession or control, and (b) copies of operating expenses for 2005, 2006, and 2007 and copies of the most recent real estate tax bill and assessment notice with regard to the Property.

5.3 If, on or before the end of the Inspection Period, Purchaser determines that the results of its Inspections demonstrate that the Property is not in a condition acceptable to Purchaser, Purchaser reserves, in its sole discretion, the right to terminate this Agreement by providing written notice to Seller on or before the end of the Inspection Period. If Purchaser properly terminates this Agreement in accordance with this section, the Parties shall have no further rights or obligations hereunder, except for those which explicitly survive such a termination by their terms, and the Earnest Money shall be returned to Purchaser.

5.4 In the event Purchaser cannot obtain approval for the Closing from its Investment Committee and its Executive Committee prior to the end of the Inspection Period, this Agreement shall terminate, along with any obligation of Purchaser to purchase the Property, and the Parties shall have no further rights or obligations hereunder, except for those which explicitly survive such a termination by their terms, and the Earnest Money shall be returned to Purchaser.

5.5 In the event that Purchaser does not terminate this Agreement within the time periods set forth in Paragraphs 5.3 or 5.4 and in accordance with the terms of this Agreement, the Earnest Money shall be earned by Seller and become non-refundable to Purchaser, subject to performance by Seller of its closing obligations.

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6. Title/Survey .

6.1 Seller shall not, at