PURCHASE AND SALE AGREEMENT

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                                                                   Exhibit 10.53

                           PURCHASE AND SALE AGREEMENT

     This PURCHASE AND SALE AGREEMENT ("AGREEMENT"), dated as of December 16,
2005 is entered into by and between HICKORY BUSINESS PARK, LLC, a Delaware
limited liability company ("SELLER"), and COLE TAKEDOWN, LLC, a Delaware limited
liability company ("BUYER").

                                    RECITALS:

     A. Seller is the fee simple owner of the Property, as hereinafter defined,
consisting of approximately 30.26 acres of improved real property located in
Hickory, North Carolina.

     B. Buyer desires to purchase the Property from Seller and Seller is willing
to sell the Property to Buyer on the terms and conditions set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.    PURCHASE AND SALE.

     Seller agrees to sell the Property to Buyer and Buyer agrees to purchase
the Property from Seller, all on the terms, covenants and conditions set forth
in this Agreement. The "PROPERTY" includes the following:

     A. Land. The land ("LAND") consisting of approximately 30.26 acres commonly
known as 2839 Second Avenue NW, Longview, North Carolina and legally described
as set forth on EXHIBIT "A" attached to this Agreement and made a part hereof,
together with all of Seller's right, title and interest in and to all easements,
utility reservations, mineral rights, rights of way, strips of land, tenements,
hereditaments, privileges, licenses, appurtenances, reversions, remainders in
any way belonging, remaining or appertaining thereto;

     B. Improvements. The building, containing approximately 261,057 square
feet, and certain other fixtures and improvements located on the Land
(collectively, the "IMPROVEMENTS");

     C. Lease. That certain lease of the Land and Improvements to Drexel
Heritage Furniture Industries, Inc. ("TENANT") dated as of August 8, 2005, and
any guaranties thereof (collectively, the "LEASE");

     D. Personalty. All of Seller's interest, if any, in any equipment,
machinery and personal property on or used in connection with the Land and the
Improvements (the "PERSONALTY"); and

     E. Intangible Property. Any and all right, title and interest of Seller in
all (i) development rights and entitlements, permits, contracts, warranties
(including, without limitation, the general contractor's one-year construction
warranty with respect to construction of the Improvements and any warranty
related to the roof of the building), licenses and other intangible property
owned by Seller and related to the Property; and (ii) any reports, studies,
surveys and other comparable analyses, depictions or examinations of the Land,
or pertaining to the Land, or the use thereof and which in any way relates to
the ownership, management or operation of the Property (collectively,
"INTANGIBLE PROPERTY").

Except for the Personalty which shall be transferred by that certain bill of
sale from Seller to Buyer, a specimen of which is attached hereto as EXHIBIT "D"
(the "BILL OF SALE"), the Lease which is to be transferred by that certain
assignment and assumption of lease, a specimen of which is attached hereto as
EXHIBIT "E" (the "ASSIGNMENT OF LEASE"), the Intangible Property which are to be
transferred by that certain assignment agreement, a specimen of which is
attached hereto as EXHIBIT "F" (the "ASSIGNMENT AGREEMENT"), all components of
the Property shall be transferred and conveyed by execution and delivery of
Seller's special warranty deed, a specimen of which is

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attached hereto as EXHIBIT "G" (the "Deed"). The Bill of Sale, the Assignment of
Lease, the Assignment Agreement and the Deed are hereinafter collectively
referred to as the "TRANSFER DOCUMENTS".

2.    PURCHASE PRICE.

     The purchase price for the Property shall be Four Million Two Hundred Fifty
Thousand Dollars ($4,250,000.00) (the "PURCHASE PRICE").

3.    PAYMENT OF PURCHASE PRICE.

     The Purchase Price shall be paid to Seller by Buyer as follows:

     A. Escrow. Upon the full execution of this Agreement and the Right of
Access Agreement attached hereto as EXHIBIT "B" ("RIGHT OF ACCESS AGREEMENT"),
an escrow ("ESCROW") will be opened with an escrow agent ("ESCROW AGENT") at
First American Title Insurance Company ("TITLE COMPANY"), by delivery to Escrow
Agent of a copy of this Agreement executed by Seller and Buyer. If Escrow Agent
requires any supplemental or additional instructions, then Seller and Buyer
shall promptly provide the same consistent with the provisions of this
Agreement. The parties acknowledge and agree that the Deposit (defined below)
shall be held by Escrow Agent located at Title Company's Glendale, California
office in accordance with the terms of this Agreement, but that all other
obligations of Title Company under this Agreement are to be handled by Title
Company's Phoenix, Arizona national office.

     B. Deposit. Not later than five (5) business days following the full
execution of this Agreement and the Right of Access Agreement and the opening of
Escrow, Buyer shall deposit with the Escrow Agent the sum of Fifty Thousand
Dollars ($50,000.00) (the "INITIAL DEPOSIT"). If Buyer has not exercised its
right to terminate this Agreement before expiration of the Review Period (as
defined in Paragraph 5.A), Buyer shall deposit an additional sum of One Hundred
Fifty Thousand ($150,000.00) with Escrow Agent (the "ADDITIONAL DEPOSIT") on or
before the expiration of the Review Period. The Initial Deposit and the
Additional Deposit, together with all interest earned thereon, are hereinafter
referred to as the "DEPOSIT." The Deposit shall be placed in an interest-bearing
account, and all interest accrued thereon shall become part of the Deposit and
shall be payable to the party entitled to receive the Deposit. On the Closing
Date (as defined in Paragraph 8), the Deposit shall be applied against the
Purchase Price. In the event Buyer terminates this Agreement before the
expiration of the Review Period pursuant to Paragraph 5.A, the Initial Deposit
(less any escrow cancellation charges payable by Buyer pursuant to this
Agreement) shall be returned to Buyer and Buyer shall not be required to deposit
the Additional Deposit. Upon the expiration of the Review Period, if this
Agreement has not been previously terminated, the Deposit shall be
non-refundable to Buyer unless the transaction contemplated by this Agreement is
not consummated solely as the result of Seller's default or otherwise as
specifically set forth in this Agreement.

     C. Balance of Purchase Price. Buyer shall pay the balance of the Purchase
Price, plus or minus Buyer's share of closing costs, prorations and other
charges or amounts payable pursuant to this Agreement, to Seller in immediately
available funds through the Escrow at the Closing Date. Concurrent with
execution of this Agreement by Buyer, Buyer shall provide Seller with reasonable
evidence that Buyer has or will have on the Closing Date sufficient funds to
purchase the Property.

4.    TITLE.

     A. Title Policy. On the Closing Date, Seller shall cause good and
marketable title to the Property to be conveyed to Buyer by special warranty
deed, subject only to the following exceptions to title ("PERMITTED
EXCEPTIONS"):

          (i) A lien to secure payment of real estate taxes, personal property
     taxes, water charges, sewer charges and assessments related thereto not yet
     due and payable;

          (ii) Such other exceptions to title as may be approved (or are deemed
     approved) by Buyer pursuant to the provisions of Paragraph 4.B.

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     On the Closing Date, the Title Company shall issue to Buyer its ALTA
Extended Coverage Owner's Policy of Title Insurance ("OWNER'S POLICY") in the
face amount of the Purchase Price, showing title to the Property vested of
record in Buyer, subject only to the Permitted Exceptions.

     B. Survey and Title Documents. Within five (5) days after the opening of
Escrow and the funding of the Initial Deposit, Seller shall order and promptly
thereafter deliver to Buyer a preliminary title report for the issuance of the
Owner's Policy ("TITLE REPORT"), together with legible copies of all title
exception documents shown thereon ("TITLE DOCUMENTS"). Seller shall also deliver
to Buyer a copy of the most current ALTA survey of the Land, if any, in Seller's
possession ("SURVEY"). If Buyer wishes to have the Survey updated or
re-certified, or if required by the Title Company in connection with the
issuance of the Owner's Policy, Buyer shall be responsible for paying all costs
in connection therewith. On the later to occur of (i) the expiration of the
Review Period, or (ii) the date which is ten (10) days after Seller's delivery
of the Survey, Title Report and Title Documents to Buyer, Buyer shall furnish to
Seller a written list of any objections to matters shown on the Title Report or
the Survey, stating the items to which Buyer objects and the reasons therefor
("DISAPPROVAL NOTICE"). In the event the Title Report is amended to include new
exceptions/requirements that are not set forth in a prior Title Report and Buyer
has any objections to such new exceptions/requirements, Buyer shall have until
the later of (i) the expiration of the Review Period, or (ii) the date three (3)
days after Buyer's receipt of the amended Title Report and copies of the
documents identified in the new exceptions/requirements, within which to provide
Seller with a Disapproval Notice with respect to such objections. Seller shall
then have fourteen (14) days after the date of any Disapproval Notice to make
such arrangements or take such steps to satisfy Buyer's objection(s) set forth
therein ("TITLE CURE PERIOD"). If (i) Seller is either unable or unwilling to
remove or correct such objection(s) within the Title Cure Period and (ii) Buyer
does not waive, in writing, its disapproval, then this Agreement shall
terminate, the Deposit (less any escrow cancellation charges) shall be returned
to Buyer, and the parties shall have no further obligations to each other except
for such provisions that specifically survive the termination of this Agreement.
If Buyer fails to timely give the Disapproval Notice as set forth herein, the
condition in this Paragraph 4.B shall be deemed satisfied, and Buyer shall be
deemed to have accepted all matters contained in the Title Report and the
Survey.

5.    PROPERTY REVIEW.

     A. Review Period. Buyer shall have thirty (30) days following the funding
of the Initial Deposit to perform such inspections, investigations, inquiries,
and feasibility studies relating to the Property and to review the Property
Information (as defined in Paragraph 5.C) as Buyer deems appropriate to decide
whether the Property is acceptable to Buyer ("REVIEW PERIOD"). All costs and
expenses of such inspections, investigations, inquiries, studies, and document
reviews shall be borne solely by Buyer. Buyer's obligation to purchase the
Property as herein provided shall be subject to Buyer's approval of the Property
in Buyer's sole discretion. If, before the expiration of the Review Period,
Buyer fails to send written notice to Seller that the Property is acceptable to
Buyer, then this Agreement shall terminate, the Deposit (less any escrow
cancellation charges payable by Buyer pursuant to this Agreement) shall be
returned to Buyer, and the parties shall have no further obligations to each
other except for such provisions that specifically survive the termination of
this Agreement.

     B. Property Inspection. Promptly following the opening of Escrow and the
funding of the Initial Deposit, Seller shall provide access to the Property to
Buyer and Buyer's agents and consultants during normal business hours, upon no
less than twenty four (24) hours' notice to Seller prior to any entry on the
Property, for the purpose of conducting any such investigations, inquiries or
feasibility studies.

     C. Document Review. Within five (5) days after the opening of Escrow and
the funding of the Initial Deposit, Seller shall deliver to Buyer the documents
and items relating to the Property that Seller has in its possession or under
its control, if any, which documents are listed on EXHIBIT "C" attached hereto
(collectively, "PROPERTY INFORMATION"). If Seller fails to timely deliver any of
the Property Information to Buyer, Buyer's sole remedy shall be to terminate
this Agreement before expiration of the Review Period. If this Agreement is
terminated for any reason, Buyer shall promptly return to Seller the Property
Information and copies of any third party reports ordered, requested or prepared
by Buyer with respect to the Property. The obligations of Buyer pursuant to the
foregoing sentence shall survive the termination of this Agreement.

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     D. No Representation or Warranty By Seller. Buyer acknowledges that much of
the Property Information was prepared by third parties other than Seller, that
Seller acquired the Property on September 7, 2005, and in some instances was
prepared prior to Seller's ownership of the Property. Buyer further
acknowledges, understands and agrees that except as otherwise specifically set
forth herein, (i) neither Seller nor any of its respective agents, employees or
contractors has made any warranty or representation regarding the truth,
accuracy or completeness of the Property Information or the source(s) thereof,
and Buyer shall not rely on the truth or completeness of the Property
Information in making its decision to purchase the Property; (ii) that Seller
makes no representations or warranties whatsoever respecting the Property; (iii)
Seller is selling the Property and Buyer is purchasing the Property in an AS-IS
and with all faults condition; and (iv) Seller has not undertaken any
independent investigation or inquiry as to the truth, accuracy or completeness
of the Property Information and is providing the Property Information or making
the Property Information available to Buyer solely as an accommodation to Buyer.

     E. Indemnification. Buyer will indemnify, defend, and hold Seller, and its
agents, representatives and affiliates, free and harmless from and against any
loss, injury, damage, claim, lien, cost or expense, including reasonable
attorneys' fees, resulting from or arising out of any study, inspection or test
conducted at the Property by Buyer, its employees, agents, consultants, or
independent contractors. Such indemnity shall survive the termination of this
Agreement.

6.    CONDITIONS PRECEDENT TO BUYER'S OBLIGATION.

     The obligation of Buyer to buy the Property shall be subject to timely
satisfaction or waiver of the following conditions precedent:

     A. Buyer's approval (or deemed approval) of the conditions of title in
accordance with Paragraph 4.

      B. The Title Company's commitment to issue the Owner's Policy in the form
provided in Paragraph 4.A.

     C. Buyer's approval (or deemed approval) of the Property within the Review
Period in accordance with Paragraph 5.A.

     D. The truth and accuracy of each representation and warranty of Seller
contained herein as if made on and as of the Closing Date.

     E. The deposit by Seller with Buyer not later than five (5) business days
prior to the Closing Date of (i) an original estoppel certificate naming Buyer
(or its designee) and Wachovia Bank, National Association as addressees, which
certificate must be reasonably acceptable to Buyer, in Tenant's standard form,
without any punch list items remaining, and (ii) a subordination,
non-disturbance and attornment agreement, in form and substance reasonably
acceptable to Tenant, for the benefit of Wachovia Bank, National Association,
both executed by Tenant under the Lease.

     F. The deposit with Escrow Agent of a letter from Seller to Tenant
requesting that future rent under the Lease be paid to Buyer.

     Buyer may waive any of the conditions precedent to Buyer's obligation to
perform under this Agreement. If the conditions set forth in Paragraphs 6.A
through 6.J are not satisfied or waived by Buyer, then this Agreement shall at
Buyer's option terminate, the Deposit (less any escrow cancellation charges)
shall be returned to Buyer, and the parties shall have no further obligations to
each other except for such provisions that specifically survive the termination
of this Agreement.

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7.    CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE.

     The obligation of Seller to sell the Property shall be subject to timely
satisfaction or waiver of the following conditions precedent:

     A. Buyer's timely delivery to Escrow Agent of the Deposit, the Additional
Deposit, the balance of the Purchase Price and any other funds required of
Buyer.

     B. The truth and accuracy of each representation and warranty of Buyer
contained herein as if made on and as of the Closing Date.

     C. Buyer shall not then be in default of any covenant or agreement to be
performed by Buyer under this Agreement.

     Seller may waive any of the conditions precedent to Seller's obligation to
perform under this Agreement. If the conditions set forth in Paragraphs 7.A
through 7.C are not satisfied or waived by Seller, then this Agreement shall at
Seller's option terminate, the Deposit (less any escrow cancellation charges)
shall be paid to Seller, and the parties shall have no further obligations to
each other except for such provisions that specifically survive the termination
of this Agreement.

8.    CLOSING.

     The sale and purchase of the Property provided herein shall be consummated
at a closing ("CLOSING"), which shall be held on the Closing Date at the offices
of Title Company, or at such other time and place as Seller and Buyer may agree
upon. As used herein, "CLOSING DATE" means thirty (30) days after the expiration
of the Review Period, or such earlier date as Seller and Buyer may agree upon.
Buyer may extend the Closing Date for a period of up to an additional ten (10)
days upon delivery to Escrow Agent prior to the original Closing Date of written
notice to extend the Closing Date and by simultaneously depositing with Escrow
Agent an additional Fifty Thousand Dollars ($50,000.00) of earnest money (the
"EXTENSION DEPOSIT"). The Extension Deposit submitted to Escrow Agent pursuant
to this Paragraph 8 shall be added to and become a part of the Deposit. At the
Closing, Seller and Buyer shall deliver to the other party such documents as are
typical and customary for transactions involving properties of similar size,
type and location as the Property, and as may be necessary or appropriate to
consummate the transactions contemplated in this Agreement including, but not
limited to the deposit with Escrow Agent of an affidavit of Seller and such
other documentation as may be reasonably required by Title Company to allow for
the deletion of the mechanics' lien exception from the Owner's Policy.

9.    CLOSING COSTS AND PRORATIONS.

     Seller shall pay one-half (1/2) of the escrow fees, the premium for
standard portion of the Owner's Policy, realty transfer taxes and any other
costs of Seller hereunder. Buyer shall pay one-half (1/2) of the escrow fees and
any incremental increase in the cost of the Owner's Policy resulting from the
extended coverage and/or any special title endorsements requested by Buyer, the
recording fees, the cost of the title policy and/or endorsements required by
Buyer's lender (if any) and any other costs of Buyer hereunder. Seller and Buyer
shall each pay their own attorneys' fees. Security deposits held by Seller under
leases with respect to the Property shall be credited to Buyer at the Closing.
Rent and other items paid by tenants shall be prorated as of the Closing Date,
with Buyer getting credit for the Closing Date. Operating expenses and utility
charges shall be prorated as of the Closing Date. Real property tax