THE TERMS LISTED ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO THROUGHOUT THE SALE AGREEMENT AND ESCROW INSTRUCTIONS

SALE AGREEMENT
AND
ESCROW INSTRUCTIONS
(Desert Life and La Cholla)

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THE TERMS LISTED ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO THROUGHOUT THE SALE AGREEMENT AND ESCROW INSTRUCTIONS.

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BACKGROUND

A. Desert Life Seller is the owner of that certain real property located at 2001 W. Orange Grove Road, Tucson, County of Pima, State of Arizona, commonly known as Desert Life Medical Plaza, and more particularly described in Schedule “1A” attached hereto (the “ Desert Life Land ”).

B. La Cholla Seller is the owner of that certain ground lease interest, as more particularly described in Schedule “1B(i)” attached hereto (the “ Ground Lease ”), in the real property located at 6261 North La Cholla Boulevard, Tucson, County of Pima, State of Arizona, and more particularly described in Schedule “1B(ii)” attached hereto (the “ La Cholla Land ”). The Desert Life Seller and the La Cholla Seller are referred to in this Sale Agreement and Escrow Instructions (“ Agreement ” or “ Contract ”) individually or collectively, as appropriate, as the “ Seller .” The Desert Life Escrow and the La Cholla Escrow, to the extent separated, are referred to collectively as the “ Escrow .”

C. The Desert Life Land and the La Cholla Land are referred to collectively as the “ Land .” The buildings and all other improvements located on the Land are referred to collectively as the “ Improvements .” The Desert Life Land, together with the Improvements located on the Desert Life Land, are referred to as the “ Desert Life Project ” and the La Cholla Land, together with the Improvements located on the La Cholla Land and including the Building (as defined in Schedule “1B(i)” ), are referred to as the “ La Cholla Project ”. The Desert Life Project and the La Cholla Project are referred to individually as the “ Project ” and collectively as the “ Projects ”. The Projects, together with all rights, privileges, rights-of-way, and easements appurtenant to the Land, are referred to in this Agreement as the “ Real Property .”

D. In connection with the Projects, each respective Seller is the owner of certain contracts, agreements, leases, warranties, guarantees, indemnities, claims, licenses, permits, plans, drawings, specifications, surveys, and engineering reports (collectively, the “ Contract Rights ”). Each respective Seller is the owner of any licenses, permits and certificates of occupancy issued by governmental authorities relating to the use, maintenance, occupancy and/or operation of the applicable Real Property and any development rights and other similar intangible personal property appurtenant to the Real Property and/or owned by Seller and used exclusively by Seller in the use and operation of the applicable Real Property, including, without limitation, and all agreements or rights relating exclusively to the use or operation of the Real Property (the “ Intangible Property ”). Each respective Seller is also the owner of any fixtures, furniture, appliances, building supplies, equipment, machinery, inventory and other tangible items of personal property owned by Seller and used in the operation of the applicable Real Property (the “ Personal Property ”). The Real Property, the Contract Rights, the Intangible Property, and the Personal Property are collectively referred to in this Agreement as the “ Property .”

E. Seller desires to sell Seller’s interest in the Property to Buyer, and Buyer desires to purchase Seller’s interest in the Property from Seller, in accordance with the terms and conditions set forth in this Agreement.

AGREEMENT

1.  Purchase of the Property . Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, Seller’s interest in the Property upon the terms and conditions set forth in this Agreement. Although the Property includes two separate and distinct Projects, the sale and purchase under this Contract shall be for the entire Property. Buyer acknowledges that Seller’s obligation to sell the Property to Buyer is conditioned upon receipt of written consent to the sale from the ground lessor under the Ground Lease (the “ Ground Lessor ”). Failure to obtain the Ground Lessor’s consent shall not be a default by Seller.

2.  Purchase Price . The purchase price (“ Purchase Price ”) for the Property shall be Twenty-One Million and No/100 Dollars ($21,000,000.00). The Purchase Price shall be allocated with respect to the Projects as $11,250,000.00 for the Desert Life Project and $9,750,000.00 for the La Cholla Project. The Purchase Price shall be paid by Buyer as follows.

(a) Within one (1) business day following the execution of this Agreement, Buyer shall deposit with Escrow Agent an earnest money deposit (the “ Deposit ”) in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00); and

(b) On or before the Closing Date, all additional amounts (“ Closing Cash ”) required of Buyer to pay the Purchase Price, after credit for the Deposit, and any other credits to which Buyer is entitled pursuant to this Agreement, will be deposited by Buyer with Escrow Agent and applied, together with the Deposit, in accordance with this Agreement.

3.  Escrow .

(a) Seller and Buyer hereby appoint Escrow Agent with regard to the Desert Life Escrow and the La Cholla Escrow (collectively, the “ Escrow ”) created pursuant hereto. The escrow instructions to Escrow Agent attached as Schedule “2” to this Agreement will supplement the terms and conditions of this Agreement (the “ Additional Escrow Instructions ”). The text of this Agreement, however, governs over all conflicts and inconsistencies with the attached escrow instructions. This Agreement will constitute the sole joint escrow instructions of Buyer and Seller to Escrow Agent, and the standard form escrow instructions of Escrow Agent will not be used for this Escrow. Although there will be two separate Escrow accounts for closing, the Desert Life Escrow and the La Cholla Escrow shall be maintained collectively as if only one escrow exists throughout the term of this Agreement.

(b) The Deposit will be held by Escrow Agent in a fully federally insured or federally backed investment approved by Buyer and Seller. All deposits and other payments required of Buyer under this Agreement must be made in Good Funds. The term “ Good Funds ” means in cash, by confirmed wire transfer, by certified check drawn on any bank, or by cashier’s check issued by any bank representing good, sufficient, and immediately available U.S. funds.

(c) Upon the expiration of the “ Due Diligence Period ” (defined below), the Deposit is fully earned by Seller and non-refundable to Buyer, except as expressly provided in this Agreement. If the sale of the Property is consummated pursuant to this Agreement, then the Deposit shall be credited against the Purchase Price at the Close of Escrow. Within one (1) business day after the expiration of the Due Diligence Period, Escrow Agent shall release to Seller a portion of the Deposit in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) and the remainder of the Deposit shall remain in Escrow. If the sale of the Property is not consummated because of the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein or for any other reason, except for a default by Buyer, then the entire Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either party hereto. In the event the sale of the Property is not consummated because of a default by Buyer, the entire Deposit shall be promptly paid to and retained by Seller in accordance with Section 16.

(d) The date of the opening of the Escrow (“ Opening of Escrow ”) will be the date on which the last of the following has occurred: (i) Escrow Agent has received this Agreement executed by Buyer and Seller; (ii) Escrow Agent has received the Deposit; and (iii) Escrow Agent has accepted this Agreement as its escrow instructions by executing this Agreement on the signature page. Escrow Agent is instructed to insert the date of opening in the signature portion of this Agreement and to send a copy of the fully executed Agreement to Buyer and Seller by facsimile transmission on the date of Opening of Escrow.

(e) The Close of Escrow (defined below) will occur on the later of (i) November 28, 2007; or (ii) three (3) business days following receipt of the Ground Lease Assignment (defined below) executed and acknowledged by the Ground Lessor (as applicable, the “ Closing Date ”), or such later day as expressly provided in this Agreement. If the Ground Lessor’s executed Ground Lease Assignment is not received by December 14, 2007, Buyer or Seller shall have the right to terminate this Agreement by delivering written notice to the other party and Escrow Agent. If the Close of Escrow has not occurred by the Closing Date by reason of a default hereunder, the defaulting party shall bear all escrow cancellation charges. For purposes of this Agreement, the “ Closing ” or the “ Close of Escrow ” shall mean the date that a fully-executed Deed (defined below) and Ground Lease Assignment conveying the Seller’s interest in the Projects to Buyer is recorded in the Official Records of Pima County, Arizona, by Escrow Agent.

4.  Documents . Within five (5) days after the Opening of Escrow, Seller will deliver to Buyer the following documents (collectively referred to as the “ Property Documents ”) to the extent such documents are in Seller’s possession or under Seller’s control.

(a) A current rent roll with respect to the Property for the calendar month immediately preceding the Opening of Escrow, showing with respect to each tenant of the Property: (1) the name of the tenant, (2) the number of rentable square feet in tenant’s premises as set forth in tenant’s lease, (3) the current monthly base rental payable by such tenant, (4) the term of the lease; and (5) the amount of any security deposit (“ Rent Roll ”);

(b) A copy of all current tenant leases and amendments that affect the Property (the, “ Tenant Lease(s) ”) as described on Schedule “9A” attached hereto;

(c) Copies of any service contracts, equipment leases, and other contracts relating to the operation of the Property (the “ Service Contracts ”) as described on Schedule “9B” ;

(d) The Property’s operating statements for the calendar year ending in 2006 and year-to-date statements;

(e) Without warranty, express or implied, an existing survey of the Desert Life Project prepared by Stantec Consulting, Inc. Project No. 185305062 dated November 3, 2005, last revised December 13, 2005, and an existing survey of the La Cholla Project prepared by Stantec Consulting, Inc. Project No. 185306026 dated August 8, 2006 (collectively, the “ Existing Surveys ”);

(f) Without warranty, express or implied, a Phase I Environmental Assessment for the Desert Life Project prepared by EDI-RE Project No. 05-829 dated October 12, 2005, and a Phase I Environmental Site Assessment Report for the La Cholla Project prepared by EBI Consulting Project No. 11063728 dated July 14, 2006 (collectively, the “ Environmental Assessments ”);

(g) The broker’s sales package for the Projects;

(h) The Projects’ 2006 CAM reconciliations submitted to tenants;

(i) The current year’s CAM estimates;

(j) Copies of existing property insurance certificates; Any available building plans and specifications, if available;

(k) A list of utility companies, with account numbers, servicing the Property;

(l) Seller will make available at its property manager’s office, copies of all correspondence with tenants related to any defaults and correspondence for any tenant at the Property. In addition, during the term of this Agreement, Seller shall also provide Buyer with copies of any new correspondence with tenants related to any defaults and correspondence for any tenant at the Property; and

(m) A copy of the Ground Lease, together with all associated amendments, modifications, extensions or supplements thereto.

If this Agreement is terminated for any reason, Buyer shall return all Property Documents to Seller within one (1) business day thereafter.

5.  Title .

(a) Preliminary Title Report . As soon as reasonably practicable after the Opening of Escrow, Seller shall deliver to Buyer two current preliminary title reports (collectively, the “ Title Report ”) issued by Escrow Agent showing the state of the Desert Life Seller’s, with respect to the Desert Life Project, and the La Cholla Seller’s, with respect to the La Cholla Project, title to the applicable Project, together with legible copies of all matters shown as exceptions therein.

(b) Buyer’s Approval of Title . Buyer shall have the right until on or before October 23, 2007 (“ Title Review Period ”) to give Seller written notice of Buyer’s disapproval of any title exceptions or matters set forth in the Title Report, the Existing Surveys or any other rights, interests, or matters related to title to the Property (collectively, “ Title Objections ”). Buyer’s failure to give written notice of any Title Objections prior to the expiration of the Title Review Period shall be deemed Buyer’s approval of the Title Report.

(c) Seller’s Cure . If Buyer gives timely written notice of any Title Objections, Seller may elect, by delivering written notice to Buyer and Escrow Agent, to: (i) attempt to cure all or any of the Title Objections, in which case any Title Objections cured by Seller will be considered to have been approved by Buyer; or (ii) not attempt to cure all or any of the Title Objections; provided, however, at Close of Escrow, Seller must pay off any and all labor, materialman’s and mechanic’s liens affecting or purporting to affect the Property and arising out of work contracted for by Seller, except those arising out of the investigations and testing of Buyer and its designated agents and independent contractors, and any recorded or unrecorded mortgages, deeds of trust, or other monetary liens affecting Seller’s title to the Property (collectively, the “ Monetary Liens ”). Seller’s election under clause (i) or (ii) above must be made on or before 12:00 p.m. on October 24, 2007. Seller’s failure to make a timely election under clause (i) or (ii) above will be deemed an election not to attempt to cure under clause (ii) above. Seller will have no obligation or duty to cure the Title Objections or to incur any expense in curing the Title Objections. If Seller does not elect to cure such Title Objections or is deemed to have elected not to cure such Title Objections, Buyer may elect on or before October 24, 2007, to either waive its objections, and proceed with the purchase of the Property pursuant to the terms of this Agreement, or terminate this Agreement and all of its rights and obligations. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to proceed with the Closing. If Seller elects to remove any Title Objections, Seller shall use commercially reasonable efforts to cause the removal of the Title Objections at or prior to the Close of Escrow. If Seller elected to, but will be unable, after using all commercially reasonable efforts, to remove a Title Objection at or prior to the Close of Escrow, Seller shall give Buyer written notice of such inability not less than three (3) business days prior to the Close of Escrow. Upon receipt of such written notice, Buyer may elect, prior to the Close of Escrow, to either (i) terminate this Agreement and receive a refund of the Deposit, or (ii) waive its objection and proceed with the Closing.

(d) New Title Defects . If at anytime prior to the Close of Escrow, Buyer receives an update or supplement to the Title Report or Existing Survey and such update or supplement discloses one or more title exceptions, or any other rights, interests or matters relating to title to the Property that were not previously disclosed in the Property Documents, Title Report or Existing Survey or discovered in the Inspections and are adverse to Buyer’s interests in Buyer’s reasonable discretion (collectively, “ New Title Objections ”), Buyer may, within three (3) business days after receiving such update or supplement to the Title Report or Existing Survey, as the case may be, deliver to Seller a written notice of Buyer’s disapproval of such New Title Objections and the process described in Section 5(c) shall apply thereto, except that (i) Seller may elect in writing to attempt to cure or not attempt to cure the New Title Objections by the earlier of two (2) business days after receipt of Buyer’s written notice of the New Title Objections or the date that is two (2) business days prior to the Closing Date (with failure to make a timely election being deemed an election not to cure) (“ Seller’s Cure Period ”), and (ii) if Seller elects or is deemed to have elected not to cure one or more of the New Title Objections, then Buyer may elect on or before the earlier of two (2) business days after the expiration of Seller’s Cure Period or one (1) business day prior to the Closing Date to either waive its objections and proceed with the purchase of the Property pursuant to the terms of this Agreement, or terminate this Agreement and all of its rights and obligations.

(e) Marketable Title . Concurrent with the Close of Escrow, Escrow Agent will commit to issue to Buyer a standard coverage owner’s policy of title insurance in the amount of the Purchase Price, subject only to (i) real property taxes and assessments, which are a lien not yet due and payable, and (ii) those liens, encumbrances, easements and other exceptions that Buyer does not object to (or is deemed to have accepted) pursuant to the terms of Sections 5(b)-(d) above (“ Permitted Exceptions ”). The cost of the standard coverage owner’s policy of title insurance will be paid by Seller. Any additional title requirements, provisions or costs necessary to issue the extended coverage owner’s policy of title insurance will be the sole responsibility of the Buyer. Except as may be otherwise established in this Contract or agreed to by Seller in writing, if Buyer requires any additional title insurance coverage (i.e., endorsements, reinsurance, direct access, binders, etc.), Buyer will pay for the different or additional title insurance coverage.

6.  Property Investigations .

(a) Inspections .

(i) During the period commencing with the Opening of Escrow and terminating on October 24, 2007 (the “ Due Diligence Period ”), Buyer and its architects, engineers and consultants, at Buyer’s sole cost and expense, shall have the right to inspect the Real Property, make surveys and conduct such physical tests, studies and investigations as Buyer may require (collectively, the “ Inspections ”). Buyer shall have the right, at its sole expense, to obtain a new survey or environmental assessment of the Projects or to update the Existing Surveys and Environmental Assessments, all in accordance with this Section 6(a).

(ii) Buyer shall cause the Inspections to be conducted at times reasonably acceptable to Seller upon reasonable advance notice and in a manner that does not materially adversely affect the Real Property or unreasonably disrupt the business operations of the occupants thereof.

(iii) Buyer will cause any person actually performing any investigations or tests on the Property beyond a site visit to acquire and maintain, at Buyer’s or the performing party’s sole cost and at all times from the date of initial entry on the Property until the Closing Date, general liability insurance with an insurer and with insurance limits and coverage reasonably satisfactory to Seller, but in no event less than One Million Dollars ($1,000,000.00) per occurrence, that must include coverage for the activities of Buyer or its agents on the Property and naming Seller as an additional insured. Certificates of insurance evidencing the insurance policies must be delivered by Buyer to Seller upon request.

(iv) Notwithstanding anything to the contrary in this Section 6(a), Buyer shall not perform any intrusive or destructive testing without the prior written consent of Seller, which may be withheld in Seller’s sole discretion.

(v) Upon completion of each Inspection, Buyer shall cause the portion of the Real Property subject to such Inspection to be restored to the condition existing immediately prior to such Inspection.

(vi) In the event of any termination of this Agreement, Buyer shall provide Seller, at no additional charge and without warranty by Buyer, with copies of the results of any physical tests or other reports made by or for Buyer at any time prior to the Closing with respect to the Real Property.

(vii) Buyer hereby indemnifies, defends, and holds harmless Seller and its members, managers, partners, officers, directors, agents, representatives and affiliates for, from and against any and all claims, liabilities, demands and actions and costs and expenses (including reasonable attorneys’ fees) arising from or as a result of the death of or injury, loss or damage whatsoever caused to any natural person or to the property of any person by reason of or in connection with any Inspection, except to the extent caused by an indemnified party’s gross negligence, recklessness or intentional misconduct, provided, however, that Buyer shall have no responsibility or liability for any adverse condition or defect on or affecting the Property not caused by Buyer or its agents, employees, or contractors but discovered or impacted through authorized actions during their Inspections, so long as Buyer immediately stops its Inspections and promptly notifies Seller of the condition if any condition is discovered or impacted by Buyer.

(viii) Until the Closing, neither Buyer, nor Escrow Agent will make, authorize, or confirm any public announcement of this transaction or discuss this transaction or otherwise disclose any portion of the Project Documents or Inspections, except as required by law or with those persons directly involved in the transaction including attorneys, consultants, accountants, and lenders.

(ix) Buyer shall have the right, in Buyer’s sole and absolute discretion, to terminate the Escrow and this Agreement for any reason whatsoever by delivering written notice thereof to Seller and Escrow Agent (the “ Termination Notice ”) on or before 5:00 p.m. (Arizona time) on the last day of the Due Diligence Period. If Buyer fails to timely deliver the Termination Notice, Buyer shall be deemed to have irrevocably waived its right to terminate escrow and this Agreement pursuant to this Section 6(a), Buyer shall be deemed to have accepted the Property Documents, the Inspections and the condition of the Property. If Buyer timely elects to terminate the Escrow and this Agreement pursuant to this Section 6(a), then (i) the Deposit, including all interest accrued thereon, less Buyer’s share of any escrow or title costs or expenses as set forth below, shall be returned to Buyer, (ii) all documents and instruments in Escrow shall be returned to the party delivering the same, (iii) Buyer shall return all items previously delivered by Seller to Buyer, (iv) Buyer and Seller each shall pay one-half of all escrow and title cancellation charges, and (v) thereafter, neither party shall have any further rights, obligations or liabilities whatsoever to the other party by reason of this Agreement, other than obligations and liabilities which expressly survive the termination of this Agreement.

The indemnification obligations of Buyer under this Section 6(a) shall survive the Closing or earlier termination of this Agreement.

7.  Seller’s Covenants . Until the Close of Escrow, each Seller covenants and agrees, with respect to its respective Project only, that it shall:

(a) Except for any conditions disclosed in the Property Documents, the Inspections, or otherwise disclosed by Seller to Buyer in writing, maintain the Project in good condition and perform, at Seller’s sole cost and expense, all routine maintenance and repairs and otherwise operate the Project in accordance with the same management standards as were employed by Seller prior to the Opening of Escrow.

(b) Between the date of this Agreement and the Close of Escrow, Seller shall not create or consent to any liens, encumbrances, defects in or exceptions to title, restrictions or easements affecting the Property that will not be released at the Close of Escrow.

(c) Keep in effect all insurance coverage currently in force with respect to the Project and promptly comply with all requirements of the insurance companies with respect to such coverage.

(d) Except as expressly permitted otherwise in this Agreement, Seller will not enter into or extend any lease affecting the Property or any portion thereof without Buyer’s consent. Prior to the expiration of the Due Diligence Period, Buyer’s consent may not to be unreasonably or untimely conditioned or withheld; after expiration of the Due Diligence Period, Buyer may withhold its consent in its sole and absolute discretion. Buyer shall provide Buyer’s written consent or disapproval within five (5) days after written notice of the proposed lease or Buyer shall be deemed to have approved of such lease.

(e) At least 10 days prior to the Closing Date, Buyer shall notify Seller in writing which of the Service Contracts that Buyer elects for Seller to terminate. If Buyer does not timely elect for Seller to terminate any of the Service Contracts, the Service Contracts shall be listed on the exhibit to the Assignment of Contracts (defined below). If Buyer timely elects for Seller to terminate one or more of the Service Contracts, then, at the Closing, Seller shall cause the applicable Service Contract(s) to be terminated at the earliest time permitted under the applicable Service Contract(s). In any event, as of the Closing Seller shall terminate all leasing or management agreements applicable to the Property.

(f) Use its reasonable efforts to obtain estoppels (collectively, “ Tenant Estoppels ”) from all tenants under Tenant Leases. It shall be a condition to Buyer’s obligation to close hereunder that Tenant Estoppels are obtained from tenants under Tenant Leases comprising an aggregate of sixty percent (60%) of the leased space in the buildings at the Property as of the Opening of the Escrow, which percentage must include all tenants occupying more than 8,000 leasable square feet (the “ Required Estoppels ”). Seller agrees to use the form of estoppel that Buyer provides within five (5) days of the Contract Date, or, if Buyer fails to timely provide its preferred form, the form that is attached to this Agreement as Schedule “10” (subject in either case to any tenant’s right to use