SALES AGREEMENT

Exhibit 10.4

CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

SALES AGREEMENT

THIS AGREEMENT is made and entered into as of February 9, 2008, by and among (*NAME CONFIDENTIAL*) (“Seller”) and (*NAME CONFIDENTIAL*), a (*STATE CONFIDENTIAL*) Limited Liability Company (“Purchaser”) as follows0.

W I T N E S S E T H:

For and in consideration of the covenants and agreements contained in this Agreement, it is hereby covenanted and agreed between the parties hereto as follows:

1. Subject Property. Upon and subject to the terms, covenants and conditions herein, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, the following items in subparagraphs (a) through (f) (collectively, the “Subject Property”):

(a) The approximately 18,500 square foot building and interior leasehold fixtures/improvements situated on that tract or parcel of land having a street address of (*ADDRESS CONFIDENTIAL*) and being more particularly described on the attached Exhibit “A” (but not the land thereunder) subject only to the “Permitted Encumbrances” described on the attached Exhibit “B” ;

(b) All right, title and interest of Seller in and to all fixtures, equipment, finishes, window treatments, carpets, safety equipment, and other tangible items of personalty, used in the operation of the Subject Property (collectively, the “FFE”);

(c) All right, title and interest of Seller in and to (i) the security system, service, utility, and maintenance leases or contracts and other contracts, agreements and leases affecting the Subject Property to the extent said leases, contracts, and agreements are assignable by Seller and all deposits made pursuant thereto listed on Exhibit “C” (the “Contracts”) (but excluding the Ground Lease on the underlying Land which will be executed between some or all the parties hereto on the date of Closing hereof) and (ii) the deposits and other payments previously made under the Contracts, together with the right to receive the same; all of the foregoing shall be paid in full by Seller at closing or cancelled by Seller. Purchaser does not assume any obligations thereunder unless agreed to by Purchaser and except as disclosed on Exhibit “B” ;

(d) All transferable consents, authorizations, variances, waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity of instrumentality in respect of the Subject Property, including, without limitation, those with respect to the foundation, roof and roof equipment use, utilities, building, fire, life, safety, traffic and zoning

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CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

(collectively, the “Approvals”) heretofore or hereafter held by or granted to Seller (but excluding the SOB license or (*NAME CONFIDENTIAL*) permits held by (*NAME CONFIDENTIAL*)) ; and

(e) All that the owner has to the extent that it is available of the books, records, files, plans, specifications, surveys, environmental studies, roof equipment, maintenance records (for at least three (3) years), rental records, including delinquency reports, estoppel letters and engineering reports (collectively, the “Books”) of Seller in connection with the operation and maintenance of the Subject Property.

(f) Notwithstanding anything above to the contrary, the “Subject Property” includes the former lease between Seller and (*NAME CONFIDENTIAL*) (which will be terminated upon Closing of this transaction) but does not include the lease being entered into on this date between Seller and Purchaser wherein Purchaser is leasing the underlying Land upon which the Subject Property is located.

2. Price.

2.1 Purchase Price.

(a) The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for the Subject Property shall be One Million Seven Hundred Thousand Dollars ($1,700,000.00) . The Purchase Price shall be paid by Purchaser to Seller upon the delivery of a Bill of Sale (subject only to the permitted encumbrances listed on Exhibit “B” attached hereto and incorporated by reference) and other instruments and conveyances required hereunder, at Closing, provided that such amount shall be adjusted by prorations of items as provided for herein. Except as otherwise provided in Section 2.2 hereof, payments will be made by wire transfer or delivery of cashier’s or certified checks drawn on a banking institution satisfactory to Seller.

2.2 Earnest Money.

Purchaser shall pay to or deposit with Escrow Agent, within ten (10) days of the full execution of this Agreement the sum of One Hundred Thousand ($100,000.00) Dollars. The One Hundred Thousand ($100,000.00) Dollars shall be Earnest Money which Escrow Agent shall pay at Closing to Purchaser, or shall be paid by Escrow Agent to Seller as liquidated damages or returned by Escrow Agent to the Purchaser, according to the terms hereof.

2.3 Within ten (10) days after the date hereof, Seller will furnish to Purchaser the following, which shall be and become annexed and attached hereto and integral parts of this Agreement;

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CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

Schedule

3. Representations, Warranties and Certain Covenants.

3.1 Of Seller. To induce the Purchaser to enter into this Agreement, Seller makes the following representations, warranties and covenants, each of which is material to and is relied upon by Purchaser, and each of which shall be effective and true on or prior to the approval of this Agreement and at closing.

(a) Seller has the right, power and authority to sell the Subject Property to Purchaser in accordance with the terms and conditions hereof, and to execute, deliver and perform its obligations under this Agreement and all other instruments, conveyances, or to be executed and delivered, by Seller in connection with the transactions contemplated herein. This Agreement and all other documents executed and delivered, or to be executed and delivered, by Seller in connection with the transactions contemplated herein, have been, or at the appropriate time will be, duly executed and upon delivery will constitute, the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms and provisions, subject, however, to the effect of any bankruptcy, reorganization, moratorium, insolvency or other laws affecting the rights of creditors generally. Seller has taken all action, corporate or otherwise, required to authorize its execution, delivery and performance of this Agreement and such other documents. There are, to the best of Seller’s knowledge, no claims, defenses, personal or otherwise, or offsets whatsoever to the validity or enforceability with respect to Seller of this Agreement or any other documents executed and delivered, or to be executed and delivered, by Seller in connection with the transactions contemplated herein nor, to the best of Seller’s knowledge, is there any basis for any such claim, defense or offset known to Seller.

(b) To the best of Seller’s knowledge neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement, contract, or instrument to which Seller is a party; and

Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc

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CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

(c) The Subject Property including all the leasehold estate, personalty, contract rights, leases, and the like which are to be transferred to the Purchaser hereunder, constitute all of the property and property rights located on or used in connection with the operation of the Subject Property; and

(d) To the best of Seller’s knowledge at Closing, all of the equipment, personal property and the like shall be in substantially the same working order as on the date hereof, reasonable wear and tear excepted, and the Personalty, including equipment, heating and air conditioning systems and the like, shall be in good operating condition and state of repair at closing, except for such defects as shall be disclosed in writing to Purchaser at or before the Closing; and

(e) Seller has good and marketable title to the Subject Property and such assets at closing shall be free and clear of all liens, encumbrances, equities, restrictions, leases, claims of mechanics and materialmen, special assessments, liabilities and claims of every kind and nature whatsoever, except as disclosed on Exhibit “D” (those matters disclosed thereon being referred to as “All Encumbrances”) and the lease referenced in paragraph 1(f). Within fifteen (15) days following the execution of this Agreement, Seller shall deliver to Purchaser, at Seller’s expense, a survey showing improvements in place and the location and book and page number of all easements; and

(f) To the best of Seller’s knowledge all leases, contracts and other agreements to be transferred to Purchaser hereunder are valid, subsisting and in full force and effect without any change or modification not herein reflected in writing, and there exists no default (nor any state of facts which with or without the giving or notice and/or lapse of time would constitute a default) on the part of the Seller under any thereof. Seller has obtained or will obtain prior to the Closing all necessary consents for the assignment of said agreements to Purchaser hereunder or for their termination as the case may be; and

(g) To the best of Seller’s knowledge the present use by Seller of the Subject Property to be conveyed pursuant hereto to the Purchaser does not violate any applicable zoning ordinance, or any health, fire or other statutes, codes, or ordinances or any regulations issued pursuant thereto and in conveyance to and use of the initial Subject Property shall not constitute a violation of such, and, to the best of Seller’s knowledge, the Subject Property complies with all applicable State and Federal laws; and

(h) Up to and including the date of Closing hereunder, Seller shall maintain the Subject Property in its present state ordinary wear and tear excepted. At the date of Closing, the Subject Property shall be in good, fully rentable condition or if not in such condition at closing, Seller shall be responsible for placing in good, fully rentable condition within a reasonable time after closing; and

Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc

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CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

(i) Except for replacements and changes made or occurring in the ordinary course of Seller’s business, all of the tangible assets to be conveyed pursuant hereto will, as of the Closing Date, be in substantially the same conditions, ordinary wear and tear excepted, as on the date of this Agreement, and Seller shall maintain and continue to maintain insurance with respect therein in such types and amounts as have heretofore been maintained; and

(j) Neither Seller nor the Subject Property are subject to a management agreement which affects or restricts the sale of the Subject Property or the management thereof by Purchaser or Purchaser’s successors or assigns; and

(k) To the best of Seller’s knowledge the Subject Property did lie in a flood zone or in a 100 year flood plain but upon information and belief was removed from same by past owners; and

(l) To the best of Seller’s knowledge the Subject Property is free from infestation and from damage by termites and other insects and shall be so free at Closing; Seller agrees to provide Purchaser with a written report from a licensed and bonded pest control company showing that the Subject Property is free of all termite and insect infestation, dry rot and fungus; and

(m) Except as disclosed in Exhibit “E” , Seller , to the best of Seller’s knowledge, is not aware of any condemnation, zoning, environmental, or other land use regulation proceeding, either instituted or threatened, which would affect the use, occupancy, or operation of the Subject Property, nor has Seller received notice of any special assessment affecting any of the Subject Property; and

(n) Seller is not a party, either as defendant or plaintiff, to any litigation or administrative proceeding nor is any legal action pending or threatened regarding the Subject Property or Seller’s use thereof, which would adversely affect the Subject Property or Seller’s authority to perform its obligation under this Agreement, and there are no contingent liabilities of which Seller is aware, except as disclosed on Exhibit “F” ; and

(o) To the best of Seller’s knowledge there are no material, latent physical defects in the Subject Property, all of the Subject Property is in good repair, except as disclosed on Exhibit “G” ; and

(p) There are no material, adverse facts concerning the Subject Property of which Seller is aware which have not been disclosed to Purchaser; and

(q) These representations and warranties are made at the time Seller executes this Agreement and are also made at and as of Closing; and

Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc

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CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

(r) Intentionally omitted.

(s) Seller shall retain the services of an environmental firm acceptable to Purchaser (at Purchaser’s sole expense) to conduct a Phase I environmental inspection of the Subject Property. Seller further agrees that this Agreement shall become null and void if the limited environmental audit reveals any material environmental problems in the sole opinion of Purchaser with the Subject Property. Notwithstanding the foregoing to the contrary, Purchaser shall have thirty (30) days from the effective date of this Agreement to review the Phase I environmental inspection of the Subject Property and exercise its option to terminate this Agreement because of any material environmental problems with the Subject Property. Seller shall be entitled to a copy of the environmental report and shall not be under any obligation to correct any environmental defects.

3.2 Of Purchaser. To induce the Seller to enter into this Agreement, Purchaser makes the following representation, warranties and covenants, each of which is material to and is relied upon by Seller:

(a) Purchaser has the right, power and authority to purchase the Subject Property form Seller in accordance with the terms and conditions hereof, and to execute, deliver and perform its obligations under this Agreement and all other instruments, conveyances, or to be executed and delivered, by Purchaser in connection with the transactions contemplated herein. This agreement and all other documents executed and delivered, or to be executed and delivered, by Purchaser in connection with the transactions contemplated herein, have been or at the appropriate time will be, duly executed and delivered and constitute or, upon such execution and delivery will constitute, the legal, valid and binding obligations of Purchaser, enforceable in accordance with their respective terms and provisions, subject, however, to the effect of any bankruptcy, reorganization, moratorium, insolvency, or other laws affecting the rights of creditors generally. Purchaser has taken all action, corporate or otherwise, required to authorize its execution, delivery and performance of this Agreement and such other documents. There are no claims, defenses personal or otherwise, or offsets whatsoever to the validity or enforceability with respect to Purchaser of this Agreement or any other documents executed and delivered, or to be executed and delivered, by Purchaser in connection with the transactions contemplated herein, nor is there any basis for any such claim, defense or offset known to Purchaser. No consent or approval of any person, firm, corporation , court trustee, judge, or governmental authority is required to be obtained by Purchaser in order for Purchaser to enter into this Agreement or any such other document or to perform fully all of Purchaser’s obligations under this Agreement except those that have been obtained and are in full force and effect; and

(b) To the best of Purchaser’s knowledge, neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein

Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc

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CONFIDENTIAL TREATMENT REQUESTED

Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.

will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under any agreement or instrument to which Purchaser is a party; and

(c) Purchaser shall have a period of thirty (30) days to secure financing acceptable to Purchaser in an amount not less than $1,360,000.00 on terms acceptable to Purchaser and if not obtained within said time, this Agreement at the option of either party may be terminated and Purchaser’s earnest money shall be refunded. Purchaser shall use all best efforts to obtain financing.

(d) The Purchaser is a limited liability company duly organized and in good standing in their State of incorporation and authorized to enter into this transaction and to do business in (*STATE CONFIDENTIAL*). Further, each Purchaser represents that all actions and approval necessary to enter into and close this transaction has occurred.

4.