PURCHASE AND SALE AGREEMENT

1.

PURCHASE AND SALE

1.1

Property

(a)

the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto, which are owned by Seller, including without limitation all of Seller’s right, title and interest in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;

(b)

all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property which are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);

(c)

all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);

(d)

all assignable or transferable intangible property, including, but not limited to:  (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the

licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and

(e)

All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”).  The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).

2.

PURCHASE PRICE

2.1

Deposit

Within three (3) Business Days following the execution and delivery hereof, Purchaser shall cause Twenty-Five Thousand and No/100ths U.S. Dollars ($25,000.00) (the “ Initial Deposit ”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), and prior to the expiration of the Inspection Period (unless this Agreement shall have been terminated in accordance with the terms hereof) Purchaser shall cause an additional Fifty Thousand and No/100ths U.S. Dollars ($50,000.00) (the “ Final Deposit ”) (the Initial Deposit and, when made, the Final Deposit, collectively with all interest accrued thereon, the “ Deposit ”) to be delivered by wire transfer to Escrow Holder, to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement.  The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an earnest money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing.  Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder.

The Escrow Holder shall be subject to the following terms and conditions:

(a)

The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder.

(b)

The Escrow Holder shall be entitled to rely, and shall not be subject to any liability in acting in reliance, upon any joint writing furnished to the Escrow Holder by Purchaser and Seller and shall be entitled to treat as genuine the document it purports to be, including any such letter, paper or other document furnished to the Escrow Holder in connection with this Agreement.

(c)

In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in the escrow created hereby, the Escrow Holder shall refuse to comply with the claims and demands of either party until such disagreement is finally resolved, either by Purchaser

and Seller, as evidenced by a joint writing reflective thereof delivered to the Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings).

(d)

In the event of a termination of this Agreement by either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to receive the Deposit.  In such event, the Escrow Holder shall either continue to hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above.  All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be assessed against the party that is not awarded the Deposit, or if the Deposit is distributed in part to both parties then in the inverse proportion of such distribution.

2.2

Interest

2.3

Cash at Closing

3.

TITLE

3.1

Title Commitment; Survey

(a)

Within five (5) Business Days following the Effective Date, Seller shall deliver to Purchaser a title report or commitment for title insurance (the “Title Commitment”), issued by Chicago Title Insurance Company (“Title Company”) and effective no earlier than [thirty (30)] days prior to the Effective Date, and copies of all recorded documents referred to in the Title Commitment as exceptions to title to the Property (the “Title Documents”).

(b)

Purchaser acknowledges receipt from Seller of a copy of an ALTA/ACSM As-Built Survey dated September 18, 1996, by Grossman & Keith Engineering Company (“Existing Survey”).  Purchaser shall have the right, at its sole cost and expense, to obtain a current survey of the Real Property and Improvements or to update the Existing Survey (the “Survey”) prepared in accordance with the Minimum Standard Detail Requirements and Classifications for ALTA/ACSM Land Title Surveys published in 1999.

3.2

Review of Title

3.3

Vesting of Title

3.4

Title Insurance

3.5

Inspection Period

(a)

All inspection fees, engineering fees, or other expenses of any kind incurred by Purchaser relating to the inspection of the Property will be at Purchaser’s sole cost and expense;

(b)

Purchaser will give Seller reasonable advance notice of the dates of all inspections and will schedule all tests and inspections during normal business hours whenever feasible unless otherwise requested by Seller;

(c)

Seller will have the right to have one or more representatives of Seller accompany Purchaser and Purchaser’s representatives, agents or designees while they are on the Property;

(d)

Any entry by Purchaser, its representatives, agents or designees will not unreasonably interfere with Seller’s use of the Property or with the operations of any tenant;

(e)

Purchaser will restore any damage caused to the Property by Purchaser’s entry on the Property for inspection purposes at Purchaser’s sole cost and expense if this transaction does not close; and

(f)

In making any inspection hereunder, Purchaser will treat and will cause any representative of Purchaser to treat all information obtained by Purchaser pursuant to the terms of this Agreement as strictly confidential in accordance with Section 11.12 below.

3.6

Furnishing of Information

(a)

In furtherance of Purchaser’s rights set forth above, Seller has furnished, or within five (5) Business Days after the Effective Date will furnish to Purchaser or, at Seller’s option, make available at Seller’s offices at the Property for inspection and copying (except with respect to the materials described in (i) through (iii) below, copies of which shall be delivered to Purchaser), to the extent in Seller’s possession or control:

(i)

a current rent roll (the “Rent Roll”) with respect to the Property attached as Schedule 4 , together with copies of all Leases and amendments and/or modifications currently in effect, together with a list pertaining to the status of rental payments by tenants under the Leases and any delinquencies in connection therewith;

(ii)

copies of the environmental and property condition reports identified on Schedule 6 and any other environmental study or report of the Property prepared for Seller;

(iii)

copies of the Service Contracts, together with any engineering reports relative to the Property prepared by third-parties;

(iv)

copies of service records for the Property and all systems and equipment therein owned by Seller for the last five (5) years and operational manuals for each such item;

(v)

copies of utility bills for the Property for the last twelve (12) months;

(vi)

copies of insurance certificates provided by tenants under the Leases;

(vii)

as-built plans and specifications for the Property, including all tenant improvements;

(viii)

copies of all warranties relating to the Property or any portion thereof or any of Seller’s equipment or the building systems therein;

(ix)

copies of licenses and permits relating to the Property and its operations;

(x)

copies of certificates of occupancy for the Property;

(xi)

annexation agreements, if any, affecting the Property;

(xii)

zoning and other use restrictions (governmental or otherwise), if any, affecting the Property;

(xiii)

copies of the current tax bill for the Property, tax maps and current property tax assessment information.

(b)

Seller will allow Purchaser and Purchaser’s agents reasonable access to the Property during regular business hours to inspect the Property during the Inspection Period and thereafter until the earlier of any termination of this Agreement and the Closing Date, subject to Section 3.6(c) below and the terms of the Leases.  Purchaser hereby indemnifies, defends and holds Seller and the Property harmless from any and all costs, loss, damages or expenses, of any kind or nature (including, without limitation, mechanics’ liens and reasonable attorneys’ fees and expenses) directly arising out of or resulting from or caused by such inspection, investigation, entry and/or other activities upon the Property by Purchaser, its employees, agents, contractors, subcontractors, and/or assigns.  Notwithstanding anything to the contrary herein, the indemnity set forth in this Section 3.6(b) shall survive (i) any termination of this Agreement and (ii) the Closing and shall not be merged therein.

(c)

During any period of entry upon the Property prior to Closing, Purchaser shall maintain, with insurance companies acceptable to Seller, Comprehensive General Liability or Commercial General Liability insurance, with limits of not less than One Million Dollars ($1,000,000) combined single limit.  Each policy of insurance shall name Seller as an additional insured.  A certificate, together with any endorsements to the policy required to evidence the coverage which is to be obtained hereunder, shall be delivered to Seller prior to the entry onto the Property by Purchaser or its agents.

(d)

In addition to the information to be furnished to Purchaser under Section 3.6(a) above, Seller shall make available for Purchaser’s inspection, and shall continue to make available during the Inspection Period and thereafter until the earlier of any termination of this Agreement and the Closing Date:  (i) the Leases and lease files; (ii) copies of financial statements (if any) for the Property for the last two (2) years and copies of such historical information in Seller’s possession or the possession of Seller’s agents regarding operating expenses of the Property as Purchaser shall reasonably request; (iii) the documents listed in Section 3.6(a) above; and (iv) guaranties, warranties, licenses,

governmental permits (including Certificates of Occupancy) and relevant, pertinent reports and agreements in the possession of Seller or its agents pertaining to the Property, if any (i.e., engineering reports, environmental reports, development records and as-built plans and specifications) and Service Contracts relating to the Property (collectively with the information described in Section 3.6(a) above, the “Due Diligence Documents”), on site at the Property or at the business office of Seller or its agents or otherwise.  Seller shall reasonably cooperate with Purchaser to obtain any consents required in connection with an assignment of any of the Due Diligence Documents.  All of the Due Diligence Documents are confidential and shall not be distributed or disclosed by Purchaser to any person or entity not associated with Purchaser in accordance with Section 11.12 hereof.  Seller agrees to deliver to Purchaser a copy of any written notices which Seller receives prior to Closing from any governmental authority pertaining to any violation of law or ordinance regulating the use of the Property which are received by Seller prior to the Closing Date and of any notice which Seller receives prior to Closing from any tenant regarding any default under any Lease.  If the transaction fails to close for any reason whatsoever, Purchaser shall return to Seller all copies of the Due Diligence Documents which Seller or its agents may have delivered to Purchaser in accordance with this Section 3.6.  THE FURNISHING OF ANY MATERIALS, DOCUMENTS, REPORTS, OR AGREEMENTS DESCRIBED ABOVE SHALL NOT BE INTERPRETED IN ANY MANNER AS A REPRESENTATION OR WARRANTY OF ANY TYPE OR KIND BY SELLER, ANY PARTNER OF SELLER OR AGENT OF SELLER, OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OF SELLER, OR ITS AGENTS, OR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING.

(e)

Purchaser shall have the right to meet with representatives of Marathon Oil Company during the Inspection Period and at any time prior to Closing regarding its Lease provided that Seller or its agents may at Seller’s option attend any such meeting.

4.

CLOSING

4.1

Closing

4.2

Transactions at Closing

At least one (1) Business Day prior to the Closing Date:

(a)

Seller shall deliver or cause to be delivered to Escrow Holder the following documents (collectively, the “Conveyance Documents”) duly executed and acknowledged where appropriate:

(i)

A special warranty deed (the “Deed”) conveying the Real Property and the Improvements, subject to the Permitted Exceptions, in the form attached hereto as Exhibit E ;

(ii)

Bill of Sale in the form set forth on Exhibit B attached hereto, conveying the Personal Property to Purchaser;

(iii)

Two counterparts of the Assignment and Assumption Agreement (the “Assignment”) in the form set forth on Exhibit C attached hereto, conveying all interest of Seller as landlord in and to the Leases pertaining to the Real Property and Improvements as more specifically set forth on Schedule B to the Assignment and Assumption Agreement; and in and to any equipment leases, commission agreements and service contracts, as set forth on Schedules C, D and E , respectively, to the Assignment and Assumption Agreement;

(iv)

Certificate of non-foreign status in the form set forth on Exhibit D attached hereto, to confirm that Purchaser is not required to withhold part of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended;

(v)

Original executed copies of all Leases; provided, however, that the original Leases shall be held at the Property for delivery to the Purchaser incident to the Closing;

(vi)

Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended;

(vii)

Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct in the form attached hereto as Exhibit G ;

(viii)

Evidence as to the authority of the person or persons executing documents on behalf of the Seller reasonably acceptable to Purchaser and the Title Company;

(ix)

The Service Contracts which survive Closing, as provided in Section 9.5 below, together with such leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent such files and records are in the possession of Seller or Seller’s building manager; provided, however, that such documentation shall be held at the Property for delivery to the Purchaser incident to the Closing, and provided, further, that proprietary information of Seller not relevant to the ownership or operation of the Property shall not be included.  Until the earlier to occur of (i) the sale of the Property by Purchaser, or (ii) the expiration of a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives reasonable access without charge but without cost to Purchaser to all files, records and documents delivered to Purchaser at the Closing upon reasonable advance notice and at all reasonable times, to examine and make copies of any and all such files, records and documents, which right shall survive the Closing;

(x)

Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Seller;

(xi)

Closing Statement acceptable to Seller;

(xii)

An updated Rent Roll in the same form as set forth as Schedule 4 , certified by Seller as correct and complete as of the date of delivery thereof;

(xiii)

An estoppel certificate, executed by Marathon Oil. which (i) shall be dated no earlier than December 1, 2005, and (ii) shall be substantially in the form of Exhibit I attached hereto (or if such tenant declines to execute such form, then in the form required under such tenant’s Lease);

(xiv)

keys to all locks on the Real Property and Improvements in Seller’s or Seller’s building manager’s possession; and

(xv)

Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein.

(b)

Purchaser shall deliver to Escrow Holder the following:

(i)

The Purchase Price as adjusted in Section 2.3 above, and as further adjusted to reflect the Purchaser’s share of closing costs, and any fees as more particularly set forth in Section 4.3 below;

(ii)

Two counterparts of a duly executed and acknowledged Assignment (as described in Section 4.2(a)(iii) above);

(iii)

Information required by the Title Company to comply with the real estate reporting requirements set forth in Section 6045(i) of the Internal Revenue Code of 1986, as amended;

(iv)

Evidence of the authority of the person or persons executing documents on behalf of Purchaser reasonably acceptable to Seller and the Title Company;

(v)

Certificate confirming that the representations and warranties of Purchaser under this Agreement remain true and correct in the form attached hereto as Exhibit H ;

(vi)

Closing Statement acceptable to Purchaser;

(vii)

Affidavits as may be customarily and reasonably required by the Title Company, in form reasonably acceptable to Purchaser; and

(viii)

Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein.

(c)

Seller and Purchaser shall execute a tenant notification letter to all tenants under the Leases (the “Tenant Notification Letter”) in the form attached hereto as Exhibit F , and Purchaser shall, within forty-eight (48) hours following the Closing, cause the Tenant Notification Letter to be delivered to such tenants.

4.3

Title Transfer and Payment of Purchase Price

(a)

Purchaser agrees to deliver the cash payment specified in Section 4.2(b)(i) above by wiring the same to the Escrow Holder so that the wire may be confirmed in time to allow Closing to occur on the Closing Date.  In addition, after all Purchaser’s conditions set forth in Section 7.2 have been satisfied or waived, Purchaser shall direct the Escrow Holder to deposit or wire the same into Seller’s designated account(s) upon the recording by the Title Company of the documents to be executed and delivered by Seller under Sections 4.2(a) above or upon issuance by the Title Company of, or unconditional agreement by the Title Company to issue, the Title Policy.

(b)

Upon receipt of all items specified in Section 4.2 and following the satisfaction or waiver of all conditions precedent to Closing and upon Title Company issuing or committing to issue the Title Policy, Escrow Holder shall take the following actions:

(i)

Prorate any and all amounts to be prorated pursuant to Sections 5.1 and 5.2 below;

(ii)

Date and cause to be recorded the Deed as of Closing and designate that the Deed be returned directly to Purchaser after recordation;

(iii)

Issue the Title Policy to Purchaser;

(iv)

Deliver the Deposit and the balance of the Purchase Price to Seller, plus or minus appropriate adjustments;

(v)

Credit Purchaser with the total of any and all tenant security deposits then held by Seller under the Leases and any and all prorated rents and other items;

(vi)

Deliver properly executed copies of the Closing Statement to Seller and to Purchaser, which Closing Statement shall have been approved by Seller and Purchaser prior to Closing;

(vii)

Deliver to Seller a copy of the Deed as recorded and executed originals of all documents delivered by Purchaser to Escrow Holder pursuant to Section 4.2(b) above;

(viii)

Deliver to Purchaser executed originals of all documents delivered by Seller to Escrow Holder pursuant to Section 4.2(a) above, other than that set forth in Section 4.2(a)(i) above; and

(ix)

Pay any broker’s commissions as provided herein.

4.4

Reporting Requirements

5.

PRORATIONS; CLOSING ITEMS

5.1

Prorations; Closing Costs

(a)

The amount due on any gas, electric, water, sewer, or other utility bill, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and are not a direct obligation of a tenant under any of the Leases.  Any utility deposits made by Seller shall be and remain the property of Seller.

(b)

All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date.  Any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon).  Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser.  If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be paid by Purchaser to Seller after Closing; provided