EXHIBIT 99 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS

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EXHIBIT 99

AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS

("Agreement") is made and entered into as of this_____ day of January, 2005, by

and between TREIT - City Center West A, LLC, a Nevada limited liability company,

NNN City Center West A1, LLC, a Nevada limited liability company, NNN City

Center West A3, LLC, a Nevada limited liability company NNN City Center West A4,

LLC, a Nevada limited liability company (collectively, "Seller"), and United

Insurance Company of America or its assigns ("Buyer"), with reference to the

following facts:

A. Seller owns certain real property located in Las Vegas, Nevada and

more specifically described in Exhibit A attached hereto (the

"Land"), commonly known as City Center West A and such other assets,

as the same are herein described.

B. Seller desires to sell to Buyer and Buyer desires to purchase from

Seller the Land and the associated assets.

NOW, THEREFORE, in consideration of the mutual covenants, premises and

agreements herein contained, the parties hereto do hereby agree as follows:

1. Purchase and Sale.

1.1. The purchase and sale includes, and at Close of Escrow

(hereinafter defined) Seller shall sell, assign, grant and

transfer to Buyer, Seller's entire right and interest in and

to all of the following (hereinafter sometimes collectively,

the "Property"):

1.1.1. The Land, together with all structures, buildings,

improvements, machinery, fixtures, and equipment affixed or

attached to the Land and all easements and rights appurtenant

to the Land (all of the foregoing being collectively referred

to herein as the "Real Property");

1.1.2. All leases (the "Leases"), including associated amendments,

with all persons ("Tenants") leasing the Real Property or any

part thereof or hereafter entered into in accordance with the

terms hereof prior to Close of Escrow, together with all

security deposits, other deposits held in connection with the

Leases, Lease guarantees and other similar credit

enhancements

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providing additional security for such Leases (attached

hereto as Exhibit 1.1.2 is a current "Rent Roll" for the

Property);

1.1.3. All tangible and intangible personal property owned by Seller

located on or used in connection with the Real Property,

including, specifically, without limitation, equipment,

furniture, tools and supplies, and all related intangibles

including Seller's interest, if any, in the name "City Center

West A" (the "Personal Property");

1.1.4. All service contracts (that Buyer elects to assume),

agreements (that Buyer elects to assume), warranties and

guaranties relating to the operation of the Property (the

"Contracts"); and

1.1.5. To the extent transferable, all building permits,

certificates of occupancy and other certificates, permits,

licenses and approvals relating to the Property (the

"Permits").

2. Purchase Price.

The total Purchase Price of the Property shall be Twenty Seven Million Six

Hundred Ten Thousand Dollars ($27,610,000) ("Purchase Price") payable as

follows:

2.1. Deposit/Further Payments/Down Payment.

2.1.1. Concurrent with Opening of Escrow (as hereinafter defined),

Buyer shall deposit into Escrow the amount of One Hundred

Thousand ($100,000) (the "Initial Deposit"), in the form of a

wire transfer payable to Ticor Title Insurance Company, 777

N. Rainbow Boulevard, Suite 150, Las Vegas, Nevada 89107,

Attn: Amy Childress ["Escrow Holder"). Escrow Holder shall

place the Deposit into an interest bearing money market

account at a bank or other financial institution reasonably

satisfactory to Buyer, and interest thereon shall be credited

to Buyer's account.

2.1.2. Upon the expiration of the Inspection Period (hereafter

defined) Buyer shall deposit into Escrow the amount of One

Hundred Thousand ($100,000) (the "Additional Deposit"). The

Initial Deposit and the Additional Deposit shall collectively

be referred to herein as the "Deposit".

2.1.3. On or before Close of Escrow, Buyer shall deposit into Escrow

the balance of the Purchase Price less the outstanding

principal balance as of the Close of Escrow of that certain

loan (the

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"Loan") made by The Manufacturer's Life Insurance Company

(U.S.A.) (the "Lender") to Seller, by wire transfer payable

to Escrow Holder. Buyer shall be required to pay all loan

assumption fees charged by the Lender (including, if

applicable, any fees of Lender's counsel). The unpaid

principal balance of the Loan as of December 31, 2004 was

$12,484,175.66; the interest is payable on the unpaid

principal balance at the rate of 6.5% per annum; and the fee

for assuming the Loan is one percent (1%) of the outstanding

principal balance paid by Buyer. Buyer shall submit a formal

loan application for assumption of the Loan within thirty

(30) days after Opening of Escrow and must secure Lender's

approval for the assumption within sixty (60) calendar days

("Loan Assumption Period") following the Opening of Escrow.

Buyer shall have the right to terminate this Agreement prior

to the expiration of the Loan Assumption Period if any aspect

of the loan documents or proposed loan assumption are

unacceptable to Buyer. Buyer shall pursue the loan assumption

with the Lender diligently and in good faith. It shall be a

condition precedent to both parties' obligations to close

that the Lender shall approve the Buyer's assumption of the

Loan and the release of Seller and current Loan guarantors

from liability under the Loan. If Buyer so requests, the Loan

Assumption Period shall be extended by thirty (30) days.

2.1.4. All reserves and escrows held by Lender as of the Close of

Escrow shall be credited to Seller at the Close of Escrow.

3. Title to Property.

3.1. Title Insurance.

Escrow Holder will obtain and deliver to Buyer an ALTA extended

coverage policy of title insurance from Ticor Title Insurance

Company with their standard provisions and exclusions, but with

extended coverage over all general exceptions (the "Title Policy")

in the amount of the Purchase Price. The Title Policy shall insure

that Buyer owns good and marketable fee simple title to the Real

Property subject only to the Permitted Exceptions (defined in

Section 3.2 below).

3.2. Procedure for Approval of Title.

During the Inspection Period (hereafter defined) Buyer shall review

the Title Documents (hereinafter defined) and the Survey

(hereinafter defined). If the Title Documents or Survey reflect or

disclose any

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defect, exception or other matter affecting the Property ("Title

Defects") that is unacceptable to Buyer, then at least ten (10)

business days prior to the expiration of the Inspection Period,

Buyer shall provide Seller with written notice of Buyer's

objections. Seller may, at its sole option, elect to cure or remove

the objections made by Buyer. Should Seller elect to attempt to cure

or remove the objections, it shall be a condition precedent to

Buyer's obligation to acquire the Property that Seller cures or

removes such title objections prior to the Close of Escrow. Unless

Seller provides written notice to Buyer at least five (5) business

days before the expiration of the Inspection Period that Seller

intends to cure or remove Buyer's title objections, Seller shall be

deemed to have elected not to cure or remove Buyer's title

objections, and Buyer shall be entitled, as Buyer's sole and

exclusive remedies, either to (i) terminate this Agreement and

obtain a refund of the Deposit by providing written notice of

termination to Seller before the end of the Inspection Period and

returning the Due Diligence Items (hereinafter defined) or (ii)

waive the objections and close this transaction as otherwise

contemplated herein. If Buyer shall fail to terminate this Agreement

during the Inspection Period, all matters shown on the Survey or

described in the Title Report, except for monetary liens for

indebtedness of the Seller and any matters the Seller has agreed to

cure or remove in writing, shall be deemed "Permitted Exceptions."

4. Due Diligence Items.

4.1. Seller shall deliver to Buyer each of the following within

seven days of the Opening of Escrow (collectively, the "Due

Diligence Items"):

4.1.1. The existing survey of the Property, if any. In addition,

Seller shall deliver a current ALTA survey of the Property

certified in favor of Buyer (the "Survey") within twenty (20)

says after the Opening of Escrow;

4.1.2. A current preliminary title report or title commitment (the

"Title Report") for the issuance of the Title Policy to Buyer

from the Escrow Holder, together with good and legible copies

of all documents constituting exceptions to the title as

reflected in the Title Report (collectively referred to

hereinafter as the "Title Documents");

4.1.3. A list of all contracts, including but not limited to service

contracts, warranties, management, maintenance, leasing,

commission and other agreements affecting the Property, if

any,

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together with copies of the same shall be available for

inspection at the Real Property. Seller agrees not to enter

into any additional contracts or agreements prior to closing

which cannot be canceled upon thirty (30) days written

notice without cost, penalty, or obligation unless such

contracts or other agreements are approved in writing by

Buyer, which approval shall not be unreasonably withheld or

delayed;

4.1.4. All site plans, leasing plans, as built plans, drawings,

environmental, mechanical, electrical, structural, soils and

similar reports and/or audits and plans and specifications

relative to the Property in the possession of Seller, if

any, shall be made available for inspection at the Real

Property;

4.1.5. True and correct copies of the real estate and personal

property tax statements covering the Property or any part

thereof for each of the two (2) years prior to the current

year and, if available, for the current year;

4.1.6. A schedule of all current or pending litigation with respect

to the Property or any part, thereof, if any;

4.1.7. Operating statements for the most recent two calendar years

shall be available for inspection at the Real Property;

4.1.8. The tenant files (including but not limited to all Leases

and amendments thereto), books and records relating to the

ownership and operation of the Property shall be available

for inspection by Buyer during ordinary business hours at

the Real Property;

4.1.9. An inventory of all personal property located on the

Property, used in the maintenance of the Property or stored

for future use at the Property and an inventory of all

furniture and appliances used in the units, if any; and

4.1.10. All documents evidencing the Loan.

4.2. Estoppel Certificates.

As a condition precedent to Buyer's obligation to acquire the

Property, Seller shall obtain and deliver to Buyer estoppel

certificates from tenants who are leasing at least 90% of the total

rentable square footage at the Real Property, in accordance with

their respective Leases, dated no earlier than thirty (30) days

prior to the Closing, and

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in form and substance reasonably acceptable to Buyer. Buyer may

elect to accept estoppel certificates from less than the aforesaid

percentage of the tenants in satisfaction of this condition

precedent, in Buyer's sole and absolute discretion. Estoppel

certificates from all of the required tenants shall be deemed to

satisfy this condition precedent unless they disclose material

adverse matters. Buyer shall notify Seller no later than three (3)

business days after receipt of a copy of each executed estoppel

certificate of its approval or disapproval of the estoppel

certificate and the basis of such disapproval, if disapproved. If

Buyer disapproves of an estoppel certificate because of a material,

adverse matter disclosed therein, and Seller is unable to obtain a

reasonably acceptable estoppel certificate prior to the Close of

Escrow, so that the aforesaid minimum percentage of estoppel

certificates is not obtained, then at Buyer's election, this

Agreement shall terminate, Buyer shall be entitled to a refund of

the Deposit, and neither party shall have any further obligation to

the other except Buyer's indemnification obligations under Paragraph

5. At Closing, provided that Buyer has not terminated this Agreement

as allowed herein, Seller shall deliver to Buyer an Estoppel

Certificate executed by Seller for each tenant from whom an approved

tenant estoppel certificate has not been obtained, in the same form

as solicited from the tenant.

5. Inspections.

Buyer, at its sole expense, shall have the right to conduct feasibility,

environmental, engineering and physical studies or other tests (the

"Inspections") of the Property at any time during the Inspection Period

(hereinafter defined). Buyer, and its duly authorized agents or

representatives, shall be permitted to enter upon the Property at all

reasonable times during the Inspection Period in order to conduct

engineering studies, environmental examinations, soil tests and any other

Inspections and/or tests that Buyer may deem necessary or advisable. Buyer

must arrange all Inspections of the Property with Seller at least two (2)

business days in advance of any Inspections. In the event that the review

and/or Inspections conducted pursuant to this paragraph or any information

obtained by Buyer concerning the Property or Buyer's intended us thereof,

shows any fact, matter or condition to exist with respect to the Property

or Buyer's intended use thereof that is unacceptable to Buyer, in Buyer's

sole subjective discretion, then Buyer shall be entitled, as its sole and

exclusive remedy, to (1) terminate this Agreement and obtain a refund of

the Deposit, or (2) waive the objection, and close the transaction as

otherwise contemplated herein. Buyer agrees to promptly discharge any

liens that may be imposed against the Property as a result of the

Inspections and to defend, indemnify and hold Seller harmless from all,

claims, suits, losses, costs,

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expenses (including without limitation court costs and attorneys' fees),

liabilities, judgments and damages incurred by Seller as a result of any

Inspections.

5.1. Approval.

5.1.1. Buyer shall have forty-five (45) days after the Opening of

Escrow ("Inspection Period") to approve or disapprove the

Inspections and other information obtained by Buyer

concerning the Property and Buyer's intended use thereof. If

Buyer shall fail to notify Seller and Escrow Holder of its

disapproval in writing within the Inspection Period, the

condition of the Property shall be deemed approved. If Buyer

shall disapprove the Inspections or other information

obtained by Buyer concerning the Property and Buyer's

intended use thereof within the Inspection Period, this

Agreement and the Escrow shall thereupon be terminated, the

Deposit shall be refunded to Buyer, Buyer shall not be

entitled to purchase the Property, Seller shall not be

obligated to sell the Property to Buyer and the parties shall

be relieved of any further obligation to each other with

respect to the Property, except as provided in Paragraph 5.

5.1.2. Notwithstanding anything to the contrary contained herein,

Buyer hereby agrees that, in the event this Agreement is

terminated for any reason, then Buyer shall promptly and at

its sole expense return to Seller all Due Diligence Items

which have been delivered by Seller to Buyer in connection

with the Inspections, along with copies of all reports,

drawings, plans, studies, summaries, surveys, maps and other

data prepared by third parties relating to the Property,

subject to restrictions on Buyer's ability to make any such

materials available to Seller that are imposed in any

agreement with a third party preparing any such reports or

materials ("Buyer's Reports"). Buyer shall cooperate with

Seller at no expense to Buyer in order to obtain a waiver of

any such limitations.

5.1.3. Notwithstanding any contrary provision of this Agreement,

Buyer acknowledges that Seller is not representing or

warranting that any of the Due Diligence Items prepared by

third parties are accurate or complete, such as the Survey,

engineering reports and the like. Seller advises Buyer to

independently verify the facts and conclusions set forth

therein, provided however, Seller warrants that it has no

knowledge of

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any material errors or misstatements in such information

regarding the Property.

6. Escrow.

6.1. Opening.

Purchase and sale of the Property shall be consummated through an

escrow ("Escrow") to be opened with Escrow Holder within two (2)

business days after the execution of this Agreement by Seller and

Buyer. Escrow shall be deemed to be opened as of the date fully

executed copies (or counterparts) of this Agreement are delivered to

Escrow Holder by Buyer and Seller ("Opening of Escrow"). This

Agreement shall be considered as the Escrow instructions between the

parties, with such further instructions, as Escrow Holder shall

require in order clarify its duties and responsibilities. If

Escrow Holder shall require further Escrow instructions, Escrow

Holder may prepare such instructions on its usual form. Such further

instructions shall be promptly signed by Buyer and Seller and

returned to Escrow Holder within three (3) business days of receipt

thereof. In the event of any conflict between the terms and

conditions of this Agreement and such further instructions, the

terms and conditions of this Agreement shall control.

6.2. Close of Escrow.

6.2.1. Escrow shall close ("Close of Escrow") on or before

forty-five (45) days after the expiration of the Inspection

Period.

6.3. Buyer Required to Deliver.

Buyer shall deliver to Escrow the following:

6.3.1. The Deposit as provided in Paragraph 2 above;

6.3.2. On or before Close of Escrow, the payment required by

Paragraph 2.1.3; provided, however that Buyer shall not be

required to deposit the amount specified in Paragraph 2.1.3

until Buyer has been notified by Escrow Holder that (i)

Seller has delivered to Escrow each of the documents and

instruments to be delivered by Seller in connection with

Buyer's purchase of the Property, (ii) Title Company has

committed to issue and deliver the Title Policy to Buyer and

Seller and (iii) the only impediment to Close of Escrow is

delivery of such amount by or on behalf of Buyer;

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6.3.3. On or before Close of Escrow, such other documents as Title

Company may reasonably require from Buyer in order to issue

the Title Policy;

6.3.4. An original assignment and assumption agreement (the

"Assignment and Assumption Agreement") duly executed by

Seller assigning and conveying to Buyer all of Seller's

right, title and interest in and to the Leases and the

Contracts; and

6.3.5. Documents necessary for the Buyer's Assumption of the Loan.

6.4. Seller Required to Deliver.

On or before Close of Escrow, Seller shall deliver to Escrow the

following:

6.4.1. A duly executed and acknowledged Special Warranty Deed,

conveying fee title to the Property in favor of Buyer (the

"Deed");

6.4.2. An executed Certificate of Non-Foreign Status;

6.4.3. A bill of sale of the Personal Property, if any, without

warranty, in favor of Buyer and duly executed by Seller;

6.4.4. Such other documents as Title Company may reasonably require

from Seller in order to issue the Title Policy;

6.4.5. Seller shall deliver to Buyer all keys to all buildings and

other improvements located on the Property, combinations to

any safes thereon, and security devices therein in Seller's

possession;

6.4.6. Seller shall deliver all records and files relating to the

management or operation of the Property, including, without

limitation, all insurance policies, all security contracts,

all tenant files (including correspondence), property tax

bills, and all calculations used to prepare statements of

rental increases under the Leases and statements of common

area charges, insurance, property taxes and other charges

which are paid by tenants of the Project;

6.4.7. A counterpart original of the Assignment and Assumption

Agreement; and

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6.4.8. Documents necessary for the Buyer's assumption of the Loan.

6.5. Buyer's Costs.

Buyer shall pay the following:

6.5.1. One-half (1/2) of Escrow Holder's fees, costs and expenses.

6.5.2. One-half of all state and local transfer taxes;

6.5.3. All other costs customarily borne by purchasers of real

property in Las Vegas, Nevada;

6.5.4. The premium for the "extended coverage" aspect of the Title

Policy and any additional endorsements which Buyer may elect

to obtain;

6.5.5. All costs charged by the Lender and the title company in

connection with Buyer's assumption of the Loan;

6.5.6. All other costs customarily borne by purchasers of real

property in Las Vegas, Nevada

6.6. Seller's Costs.

Seller shall pay the following:

6.6.1. One-half (1/2) of Escrow Holder's fees, costs and expenses;

6.6.2. Title Company's premium for the standard coverage aspect of

the Title Policy;

6.6.3. One-half of all state and local transfer taxes;

6.6.4. All other costs customarily borne by sellers of real property

in Las Vegas, Nevada.

6.7. Prorations.

6.7.1. Real property taxes, assessments, rents, security deposits

expenses and other prorateable items shall be prorated

through Escrow between Buyer and Seller as of Close of

Escrow. Rents, security deposits and expenses shall be

approved by Buyer prior to Close of Escrow. Any delinquent

rents collected by Buyer

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shall be paid to Seller. Seller shall have the right to

pursue any Tenant for delinquent rent, but shall not cause a

Tenant to be delinquent for their current rent or become

financially unstable. Tax and assessment prorations shall be

based on the latest available tax bill. If, after Close of

Escrow, Buyer receives any further or supplemental tax bill

relating to any period prior to Close of Escrow, or Seller

receives any further or supplemental tax bill relating to any

period after Close of Escrow, the recipient shall promptly

deliver a copy of such tax bill to the other party, and not

later than ten (10) days prior to the delinquency date shown

on such tax bill Buyer and Seller shall deliver to the taxing

authority their respective shares of such tax bill, prorated

as of Close of Escrow. Any reserves maintai