Purchase and Sale Agreement

EX-10.1 2 h30465exv10w1.htm PURCHASE AND SALE AGREEMENT exv10w1

Exhibit 10.1

Purchase and Sale Agreement

This Purchase and Sale Agreement (this “Agreement”) is made as of the Effective Date (defined below) by and between MIDLAND REAL ESTATE COMPANY, L.P. (“Seller”), and AmREIT REALTY INVESTMENT CORPORATION (“Buyer”). Buyer and Seller are each a “Party” and referred to herein collectively as the “Parties”.

Section 1. Certain Defined Terms.


(a) Purchase Price:		$28,000,000.00

(b) Option Fee		$100,000.00

(c) Earnest Money:		$750,000.00

(d) Due Diligence Deadline:		5:00 p.m., San Antonio, Texas time on the 21^st
		calendar day after the Effective Date

Section 2. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and transfer to Buyer, and Buyer agrees to purchase from Seller, for the Purchase Price, all of Seller’s right, title and interest in and to the following (collectively, the “Property”):

(a) Land and Improvements. Lot 22, Block 12, New City Block 148, South Bank Subdivision, an addition to the City of San Antonio, Bexar County, Texas according to the map or plat thereof, recorded in Volume 9527, Page 109, Deed and Plat Records of Bexar County, Texas (the “Land”), together with the building(s) and other improvements located thereon (the “Improvements”);

(b) Other Rights. To the extent owned and transferable by Seller, all rights, privileges, easements and appurtenances benefiting the Land and/or the Improvements, including, without limitation, any and all mineral and water rights and any and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and/or the Improvements (the Land, the Improvements and all such rights, privileges, easements and appurtenances are referred to herein collectively as the “Real Property”);

(c) Leases. All of Seller’s interest in the leases identified on the attached Exhibit A (the “Leases”), which Exhibit A identifies the tenants under the Leases (the “Tenants”); and

(d) Third Party Contracts. All of Seller’s rights and obligations in the contracts or other agreements identified on Exhibit B (“Assumed Contracts”).

Section 3. Option Fee, Earnest Money and Purchase Price.

(a) Buyer shall deliver the Option Fee and the Earnest Money in the form of cash or wire transfer to Chicago Title Insurance Company (the “Title Company”), 270 N Loop 1604 East — Suite 115, San Antonio, Texas 78232, Attention: Douglas W. Becker, Esq., no later

than 5:00 p.m., San Antonio, Texas time on the first Business Day following the Effective Date. Buyer acknowledges and agrees that the Option Fee is nonrefundable to Buyer in all events except for a Seller Default, but credited to the Purchase Price. The Option Fee is earned by Seller and will be paid to Seller in consideration for Buyer’s right to purchase the Property under the terms of this Agreement. Buyer and Seller hereby agree and direct the Title Company to remit to Seller the $100,000 Option Fee received under this Agreement within one (1) Business Day after the Due Diligence Deadline.

(b) The Purchase Price for the Property is payable in immediately available funds at Closing, less any charges, credits or prorations provided for herein (including the Option Fee and the Earnest Money, which will be credited against the Purchase Price).

Section 4. PROPERTY IS “AS-IS, WHERE IS, WITH ALL FAULTS”. Except for the special warranty of title in the Deed (defined below), and except as expressly set forth in Section 5, Buyer acknowledges and agrees that:

(a) THE SALE OF THE PROPERTY IS ON AN “AS-IS, WHERE-IS” BASIS AND WITH ALL FAULTS AS OF THE CLOSING DATE, WITHOUT ANY REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OR ENVIRONMENTAL CONDITION OF THE PROPERTY, OR ANY OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT THERETO. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS EXPERIENCED IN THE ACQUISITION, DEVELOPMENT, OWNERSHIP AND OPERATION OF PROPERTIES SIMILAR TO THE PROPERTY AND THAT BUYER HAS, OR PRIOR TO THE CLOSING DATE WILL HAVE, INDEPENDENTLY INVESTIGATED AND INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT IT IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, AND BUYER IS NOT RELYING ON ANY SUCH INFORMATION.

(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS, TO, CONCERNING, OR WITH RESPECT TO, THE PROPERTY, THE FINANCIAL CONDITION OR ACCURACY OF ANY FINANCIAL INFORMATION OBTAINED BY BUYER IN CONNECTION WITH THE PROPERTY, OR WITH RESPECT TO ANY OF THE LEASES OR TENANTS UNDER THE LEASES, OR THE MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE.

(c) By consummating the transactions agreed to in this Agreement, Buyer will have made such legal, factual, financial and other inquiries and investigations as it deems

necessary, desirable or appropriate with respect to the Property and the value thereof and the appurtenances, facilities and equipment thereof, and that it will be relying solely thereon.

(d) The provisions of this Section 4 shall survive Closing.

Section 5. Limited Warranties and Representations.

(a) Seller hereby covenants, represents and warrants to Buyer, that:

(i) To Seller’s Knowledge (as hereinafter defined), Seller has not received notice of any violation of any law, municipal ordinance or other governmental requirements affecting the Property in a material and adverse way.

(ii) To Seller’s Knowledge, Seller has not received notice of any condemnation or eminent domain proceeding or of negotiations for purchase of the Property in lieu of condemnation; and to Seller’s Knowledge, no condemnation or eminent domain proceedings are threatened against the Property.

(iii) To Seller’s Knowledge, Seller has not received any notice of litigation or other judicial proceeding relating to the Property, which could, in any material way, interfere with the consummation of the Agreement.

(iv) To Seller’s Knowledge, (a) all obligations required to be performed by Seller as landlord of the Property have been performed, (b) except for the leasing commissions, construction obligations and allowances previously disclosed to Buyer with respect to the “Hear Music” lease space, there are no leasing or other commissions due, nor will any become due, in connection with any Lease, nor any renewal or extension of any Lease, (c) Seller is not in default under the Leases and (d) in the event that Starbucks’ current space of 1,853 square feet is leased within the guidelines in this Agreement, the leasing costs will be paid by Buyer.

(v) The person who executes the Agreement on behalf of Seller is duly authorized to do so.

As used in this Section 5(a), the term “Seller’s Knowledge” means the current actual knowledge of Jack J. Spector without duty of inquiry or investigation. The foregoing representations and warranties in this Section 5(a) (“Seller’s Representations”) are true and correct in all material respects as of the Effective Date and shall be true and correct as of Closing, except as disclosed by Seller to Buyer in writing. Notwithstanding anything contained herein to the contrary, no action may be brought for the alleged breach of any of Seller’s Representations more than two (2) years after Closing.

(b) Buyer hereby covenants, represents and warrants to Seller that:

(i) The person who executes this Agreement on behalf of Buyer is authorized to do so.

(ii) Buyer and all principals of Buyer have kept in confidence, and shall continue to keep in confidence through the Closing, all information or documentation provided to Buyer by or on behalf of Seller, or otherwise related to the Purchase Price or other financial information for the Property, in accordance with the provisions of Section 23.

The foregoing representations and warranties in this Section 5(b) (“Buyer’s Representations”) are true and correct in all material respects as of the Effective Date and shall be true and correct as of Closing.

Section 6. Due Diligence Materials. Buyer acknowledges and agrees that prior to or contemporaneously with the execution of this Agreement, Seller has delivered to Buyer the following information relevant to the Property (the “Due Diligence Materials”):

(i) A copy of the Title Policy Commitment No. 44-905-80, GF No. 200505271, issued by Chicago Title Company on August 10, 2005, with an effective date of May 24, 2005 (the “Title Commitment”), together with copies of all documents listed as title exceptions therein.

(ii) A copy of the survey of the Property prepared by Pape-Dawson Engineers, dated June 28, 2005, as revised and issued on August 10, 2005 (the “Survey”).

(iii) A copy of the environmental report prepared by Clayton Group Services, Inc., dated June 17, 2005, under Clayton Project No. 95-05067.00.

(iv) The other items listed on Exhibit C attached hereto and incorporated herein.

Section 7. Due Diligence Period.

(a) Due Diligence Deadline. Buyer shall have until the Due Diligence Deadline to: review the Due Diligence Materials; conduct one or more physical inspections of the Property; and review all other matters relating to all aspects of the Property, as well as Buyer’s proposed purchase and use of the Property; provided, however, Buyer and its agents and representatives must at all times comply with the requirements of Section 8 below concerning entry upon the Property, and with the confidentiality requirements of Section 23 below. If Buyer determines for any reason that the Property is not satisfactory to Buyer, then Buyer, in Buyer’s sole discretion, may terminate this Agreement by giving written notice thereof to Seller (the “Termination Notice”) prior to the Due Diligence Deadline. If Buyer timely delivers to Seller the Termination Notice, this Agreement shall terminate, the Option Fee shall be retained by Seller (except in the event of a Seller Default), the Earnest Money (but not the Option Fee unless in the event of a Seller Default) shall be returned to Buyer, and neither Party shall have any further obligation to the other pursuant to this Agreement, except those obligations that expressly survive the termination of this Agreement (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23). If Buyer does not deliver to Seller the Termination Notice prior to the expiration of the Due Diligence Deadline, then Buyer shall be deemed to be completely satisfied with the Property in all respects and all such matters

will be deemed approved by Buyer in all respects and the Title Company shall immediately remit the Option Fee to Seller.

(b) Tenant Interviews. Upon expiration of the Due Diligence Deadline, Buyer shall have the right, for a period of five (5) business days (the “Tenant Interview Period”), to interview Tenants and their respective managers and employees. Seller covenants and agrees to schedule an interview for each such Tenant during the Tenant Interview Period, each such scheduled interview (i) to be at a time that is commercially reasonable for both the Tenant and Buyer and (ii) to provide for a sufficient length of time for Buyer to reasonably obtain the information it needs in order to evaluate the proposed purchase of the Property based on such interviews. Seller shall have the right, but not the obligation, to accompany Buyer to each of the interviews. In the event that Buyer receives information during such interviews that would materially and adversely affect the operation or value of the Property, as determined by Buyer in its sole discretion, then Buyer shall have the right to terminate this Agreement by giving written notice thereof to Seller on or prior to the expiration of the Tenant Interview Period. If Buyer timely delivers such termination notice, then this Agreement shall terminate, the Option Fee shall be retained by Seller (except in the event of a Seller Default), the Earnest Money (but not the Option Fee unless in the event of a Seller Default) shall be returned to Buyer, and neither Party shall have any further obligation to the other pursuant to this Agreement, except those obligations that expressly survive the termination of this Agreement (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23).

Section 8. Entry Upon Property. Buyer and Buyer’s agents and representatives shall have the right from the Effective Date until Closing, at reasonable times, upon 24 hours prior Notice to Seller, subject to the rights of the Tenants and the rights of third parties under the Assumed Contracts, to enter upon the Property for any purpose in connection with Buyer’s proposed purchase and/or operation of the Property, including the right to make such inspections as Buyer may elect to make or obtain, at Buyer’s sole cost and expense and, upon expiration of the Due Diligence Deadline, the right to interview Tenants as provided for in Section 7 above; provided, however: (i) no invasive testing (including, but not limited to, any so-called “Phase II” environmental testing) on the Property is permitted, without Seller’s prior written consent, (ii) Seller shall have the right to be present at such site visit(s), and (iii) under no circumstances shall Buyer or its agents or representatives violate the confidentiality requirements of Section 23 below. BUYER HEREBY INDEMNIFIES SELLER FROM ANY AND ALL LIABILITIES AND LOSSES (INCLUDING MECHANICS’ LIENS) ARISING OUT OF ANY SUCH ENTRY ONTO THE PROPERTY BY BUYER OR ITS AGENTS, OR REPRESENTATIVES; PROVIDED, HOWEVER, THAT BUYER’S INDEMNITY SHALL NOT EXTEND TO OR COVER ANY LIABILITIES OR LOSSES (I) ARISING OUT OF OR ATTRIBUTABLE TO A DIMINUTION IN THE VALUE OF THE PROPERTY AS A CONSEQUENCE OF THE RESULTS REVEALED BY THE TESTS, INSPECTIONS, AND STUDIES CONDUCTED BY BUYER OR (II) THE DISCOVERY, EXPOSURE, OR RELEASE OF HAZARDOUS SUBSTANCES OR MATERIALS EXISTING IN, ON OR UNDER THE SURFACE OF THE PROPERTY AS OF THE DATE SUCH INSPECTIONS ARE CONDUCTED BY OR ON BEHALF OF BUYER. THIS SECTION 8 WILL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT.

Section 9. Survey. Seller has delivered to Buyer the Survey.

Section 10. Title Commitment. Seller has delivered to Buyer the Title Commitment, along with all documents listed on Schedule B thereto (“Schedule B Documents”), binding the Title Company to issue an Owner’s Policy of Title Insurance (the “Owner’s Title Policy”).

Section 11. Title/Survey Review and Approval.

(a) Buyer has until seven (7) days after the Effective Date (the “Title/Survey Review Period”) in which to give Seller Notice (as hereinafter defined) of objections (if any) to the exceptions to title set forth in Schedule “B” of the Title Commitment (“Exceptions”) and/or objections (if any) to matters shown on the Survey. Any Exceptions not objected to by Buyer within said time period shall be deemed for all purposes hereunder to constitute “Permitted Exceptions”, and any matter disclosed on the Survey, but not objected to by Buyer within said time period, shall be deemed accepted by Buyer.

(b) If Buyer provides Notice of any objections to Seller in the time and manner provided herein, Seller may at its option, but shall not be obligated to, cure such objections within five (5) days after receipt of such Notice (the “Cure Period”).

(c) If Seller fails or is unwilling to cure Buyer’s objections within the Cure Period, Buyer may, as its sole and exclusive remedy either:

(i) terminate this Agreement by Notice given to Seller prior to the fifth (5th) day following the earlier of: (A) the expiration of the Cure Period; or (B) Seller’s Notice to Buyer of Seller’s unwillingness or inability to cure Buyer’s objections; or

(ii) waive any uncured objections, in which case such objections are deemed to be approved by Buyer and included as Permitted Exceptions.

(d) Failure by Buyer to terminate this Agreement in the manner and within the time period specified herein shall constitute Buyer’s deemed approval of the Survey and Title Commitment, including any uncured objections, and all matters contained on Schedule B of the Title Commitment shall be considered Permitted Exceptions. Upon termination of this Agreement as provided in Section 11(c), the Earnest Money (but not the Option Fee except in the event of a Seller Default) shall be returned to Buyer, and neither Party shall have any further obligation to the other pursuant to this Agreement, except those obligations that expressly survive the termination of this Agreement (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23).

(e) Notwithstanding anything to the contrary contained herein, Seller shall discharge (or otherwise cause to be deleted) all monetary liens and mechanic’s and materialmen’s liens against the Property and satisfy all other requirements and matters set forth on Schedule C of the Title Commitment for which Seller is responsible, at or prior to Closing and such Schedule C matters shall not become Permitted Exceptions hereunder. All matters set forth in the Title Commitment and Survey that are approved or deemed approved by Buyer in accordance herewith and the matters identified therein shall be included as Permitted Exceptions;

provided, however, if the Title Company revises the Title Commitment after the expiration of the Title/Survey Review Period to add or modify exceptions or to delete or modify the conditions to obtaining any endorsement requested by Buyer during the Title/Survey Review Period if such additions, modifications or deletions are not acceptable to Buyer and are not removed by the Closing Date, then the Title/Review Period shall be deemed to commence once again as of the date Buyer receives Notice of such modifications, additions or deletions and the Cure Period, Due Diligence Period and Closing Date shall each be extended accordingly.

Section 12. Tenant Estoppel Certificates. Seller agrees to request from each of the Tenants and agrees to use commercially reasonable efforts (without any obligation on Seller’s part to expend any funds) to obtain from each of the Tenants a signed estoppel certificate in the form attached hereto as Exhibit D, as such form may be modified in order to comply with the requirements of the particular Lease from that Tenant (the “Tenant Estoppel Certificates”); provided, however, Seller shall be required to deliver to Buyer within five (5) business days prior to Closing, an executed Tenant Estoppel Certificate from each of the following Tenants (the “Major Tenants”): (i) Rivicor, Inc., (ii) The County Line Riverwalk, Inc. (iii) Howl at the Moon-San Antonio, Inc. and (iv) Hard Rock Café International (S.A.), Inc. Seller agrees to commence its efforts to obtain Tenant Estoppel Certificates within one (1) day after the Due Diligence Deadline. Buyer will make no attempts prior to the Closing Date (defined below) to obtain Tenant Estoppel Certificates or otherwise violate the confidentiality requirements of Section 23 below.

In the event Seller is unable to obtain Tenant Estoppel Certificates from any of the Tenants (other than the Major Tenants, which Tenant Estoppel Certificates are required) by the Closing Date, then: (i) Seller shall deliver to Buyer a Landlord’s Estoppel Certificate in the form attached hereto as Exhibit E for each such Tenant, and (ii) Buyer shall accept such Landlord Estoppel Certificates in substitution for the Tenant Estoppel Certificates. In the event Seller or Buyer subsequently obtains any of the outstanding Tenant Estoppel Certificates, then such certificate(s) shall replace and supersede the respective Landlord Estoppel Certificate(s), and Seller shall immediately be released from any liability that might otherwise arise from such Landlord Estoppel Certificate(s). Buyer acknowledges and agrees that Seller shall have no duty or obligation to update Buyer after the Closing with respect to any facts that may arise with respect to any Landlord’s Estoppel Certificate after the Closing Date. The provisions of this paragraph shall survive Closing.

Section 13. Conditions to Closing.

(a) Buyer shall not be obligated to close the purchase and sale transaction contemplated by this Agreement until all of the following conditions have been satisfied:

(i) Seller has delivered or caused to be delivered to Title Company, at Seller’s cost and expense, each of the following items, for release to Buyer upon Buyer’s satisfaction of the requirements of Section 13(b):

(A) A special warranty deed (the “Deed”) for the Real Property, duly executed and acknowledged, conveying the Real Property to Buyer, in the form of Exhibit F attached hereto, subject only to the Permitted Exceptions;

(B) An executed counterpart of the assignment and assumption of the Leases and the Assumed Contracts in the form of Exhibit G attached hereto (the “Assignment”);

(C) An original executed letter to each Tenant regarding Buyer’s acquisition of the Property and assumption of Seller’s interest in the Leases, in the form of Exhibit H attached hereto (the “Tenant Notices”);

(D) An original executed certification of nonforeign status in the form of Exhibit I attached hereto;

(E) An original executed bill of sale and general assignment of intangibles, in the form of Exhibit J attached hereto (the “Bill of Sale”);

(F) An executed affidavit as to debts, liens and parties in possession, in the form of Exhibit K attached hereto;

(G) An executed Maintenance Services Agreement, in the form of Exhibit L attached hereto (the “Maintenance Services Agreement”);

(H) An assignment of that certain lease agreement dated by and between Seller and the City of San Antonio (the “Riverwalk Lease”) with respect to the leasing of the Riverwalk Space in the form of Exhibit M attached hereto, executed by Seller and if required under the terms of the Riverwalk Lease, consented to by the City of San Antonio (the “Riverwalk Lease Assignment”); and

(I) Such evidence or documents as may be reasonably required by Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale hereunder.

(ii) Seller has delivered to Buyer such other documents as reasonably may be required by Title Company in order to fully and legally close this transaction.

(iii) Seller’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date.

(iv) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller, any Major Tenant, or Starbucks that would materially and adversely affect the operation or value of the Property.

(v) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with

respect to, this Agreement or the consummation of the transactions contemplated hereby.

(b) Seller shall not be obligated to close the purchase and sale transaction contemplated by this Agreement until all of the following conditions have been satisfied:

(i) Funds in the full amount of the Purchase Price have been delivered to Title Company for release to Seller upon Seller’s satisfaction of the requirements of Section 13(a);

(ii) Buyer shall have executed and delivered to Title Company, for release to Seller upon Seller’s satisfaction of the requirements of Section 13(a), the Assignment, the Tenant Notices, the Maintenance Services Agreement, the Riverwalk Lease Assignment and such other documents as reasonably may be required by Title Company in order to fully and legally close this transaction.

(iii) Buyer’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date.

(iv) There shall exist no pending or threatened action, suit or proceeding with respect to Buyer before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby.

(c) If any of the foregoing conditions to Buyer’s or Seller’s obligation are not satisfied or waived on or before the Closing Date, and the transaction does not close as a result of such failure or lack of waiver, then all items delivered shall, upon written request therefore, be immediately returned, and the Parties will have the respective remedies provided in Section 20 hereof, as applicable.

Section 14. Closing. The closing of the transactions and settlement of funds contemplated herein (“Closing”) shall take place at the offices of Title Company or at such place as may be mutually agreed in writing by the Parties. The time and date of Closing shall be at 10:00 a.m., San Antonio, Texas time on the thirty-fifth (35^th) calendar day after the expiration of the Due Diligence Deadline, or earlier if mutually agreed in writing by the Parties (the “Closing Date”). Notwithstanding the foregoing sentence, provided (a) Seller gives Buyer Notice at least five (5) days prior to the Closing Date and (b) Seller has been unable to obtain Tenant Estoppel Certificates from all the Major Tenants, then Seller shall have a one time right to extend the Closing Date for a period of up to thirty (30) days solely for the purpose of obtaining such Tenant Estoppel Certificates.

(a) The Parties may either attend Closing in person or cause their obligations to be fulfilled via federal wire transfer and delivery of documents by reliable means (as applicable) no later than 9:00 a.m., San Antonio, Texas time on the day of Closing.

(b) At Closing, following satisfaction of all requirements and conditions specified in Section 13 hereof:

(i) Buyer shall instruct the Title Company to transfer the funds constituting the remainder of the Purchase Price to such account as Seller may have designated;

(ii) Seller shall instruct Title Company to record the Deed;

(iii) The Parties shall instruct the Title Company to release the executed documents that were provided by them, such that the documents may be delivered to both Parties in their fully executed form;

(iv) Title Company is not authorized to record the Deed or deliver the fully executed documents held in escrow to Buyer until Title Company: (A) has in its possession all documents to be executed and delivered by Buyer; (B) has in its possession the funds constituting the remainder of the Purchase Price; and (C) is prepared to deliver such funds to Seller in immediately available funds; and

(v) Title Company is not authorized to deliver the fully executed documents held in escrow, or the funds constituting the remainder of the Purchase Price, to Seller until Title Company: (A) has in its possession all documents to be executed and delivered by Seller; (B) is prepared to record and deliver such documents necessary to consummate the transactions hereunder; and (C) is committed to deliver the Owner’s Title Policy to Buyer.

Section 15. Prorations and Credits.

(a) Real property taxes, personal property taxes, and special assessments in connection with the Property for the year of Closing shall be prorated as of the Closing Date. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the most recent appraisal available from the Bexar County Appraisal District and the most recent tax rates from the Bexar County Tax Assessor. When the actual tax bill for the Property is received by either Party, such Party shall provide Notice of its receipt and a copy of such bill to the other Party; thereafter, the Parties shall promptly make a cash settlement based upon the actual tax rates and appraised values.

(b) At Closing, all security deposits held by Seller under the Leases will be assigned and transferred to Buyer (which may be effectuated by a credit to Buyer at Closing). Additionally, Buyer shall receive credits in the following amounts at Closing to be applied toward the Purchase Price: (i) $120,000 for the amount owed as a tenant finishout allowance to Starbuck’s Corporation (“Starbuck’s”) under its lease dated May 20, 2005 (the “Hear Music Lease”), and (ii) $32,901.10 for the amount owed as a broker’s commission to Brent Clifton for services provided in connection with the Hear Music Lease. Upon Closing, Buyer assumes responsibility for the payment of the obligations identified in the previous sentence.

(c) Seller shall retain any Rent received by Seller as of the Closing Date, which is applicable to the month in which the Closing occurs or before; provided, however, that Buyer shall receive a credit on the closing statement for an amount equal to the portion of such Rent that is applicable to the Closing Date through the end of the month in which the Closing occurs. As used herein, the term “Rent” includes all payments or sums chargeable to Tenants

under the Leases, including but not limited to, basic rent, percentage rent, CAM charges, “pass-throughs”, expenses, and other costs. Delinquent Rent shall not be prorated.

(i) Buyer agrees that, with respect to any delinquent Rent that accrues during periods of time prior to the Closing Date (regardless of when actually received, reconciled, or charged, the “Pre-Closing Rent”), if Buyer collects such Pre-Closing Rent then such Pre-Closing Rent shall be forwarded to Seller, after deducting the costs, if any of collections, within three (3) Business Days of receipt thereof by Buyer.

(A) After Closing, Buyer shall bill and attempt to collect any Pre-Closing Rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any such Pre-Closing Rent. For a period of one (1) year after Closing, Seller is permitted to pursue any Tenant for Pre-Closing Rent, but agrees to do so in a commercially reasonable manner and without filing any lawsuits against such Tenants.

(B) Buyer and Seller each agree to provide the other with reports and statements showing the amounts and collection status of Pre-Closing Rent, including all information necessary to reconcile percentage rents, CAM charges, and all other items not included in the base rental amounts. Upon five (5) Business Days’ Notice, Buyer and Seller each agree to permit the other party to review their books and records with respect to the Property in their respective place of business in order to verify the amounts due with respect to the Pre-Closing Rent.

(ii) Seller agrees to forward to Buyer, within three (3) Business Days of receipt thereof, any Rent received after Closing for periods of time following Closing.

(iii) As of the Effective Date, Starbuck’s is leasing two different spaces at the Property under two separate leases: (i) a space containing approximately 1,853 square feet (the “Original Starbuck’s Space”), as leased to Starbuck’s under a lease executed in November of 1994 (the “Original Starbuck’s Lease”), and (ii) a space containing approximately 5,969 square feet (the “Hear Music Space”), as leased under the Hear Music Lease. It is contemplated that Starbuck’s will open for business at the Hear Music Space in the Fall of 2005, and will cease operations in the Original Starbuck’s Space at approximately 30 days later. In connection with Starbuck’s transfer of operations from the Original Starbuck’s Space to the Hear Music Space, Seller agrees that Buyer shall receive credits in the following amounts at Closing to be applied toward the Purchase Price:

(A) $37,993 (the “Hear Music Credit”) [NEED TO CONFIRM AMOUNT] to provide supplemental cash flow until the estimated time that Starbuck’s makes it’s first rent payment under the Hear Music Lease. This amount is an estimate of the Rent that would be due under the Hear Music Lease from the Closing Date until the [insert the date which is 120 days from the date

on which the building permit is received]. In the event Starbuck’s opens for business under the Hear Music Lease prior to [insert the date which is 120 days from the date on which the building permit is received], Buyer shall immediately return a prorated portion of the Hear Music Credit to Seller.

(B) $26,632 (the Starbuck’s Credit”) [NEED TO CONFIRM AMOUNT] to provide supplemental cash flow while Buyer attempts to locate a replacement tenant for the Original Starbuck’s Space. This amount is an estimate of the Rent that would be due under the Original Starbuck’s Lease for a period of six months, commencing on the Date of Closing, net of any Rent actually received. In the event a replacement tenant occupies the Original Starbuck’s Space, or begins paying rent before the 180^th day after the Closing Date, Buyer shall immediately return a prorated portion of the Starbuck’s Credit to Seller.

(C) Buyer agrees to notify Seller of (i) the date Starbuck’s opens for business under the Hear Music Lease, and (ii) the date a replacement tenant occupies the Original Starbuck’s Space, or begins paying rent. Until the later of the two dates listed in subparagraphs (i) and (ii) above, Buyer also agrees to provide Seller promptly with reports and statements showing the amounts and collection status of Rents received for the Original Starbuck’s Space and the Hear Music Space.

(d) Charges under all Assumed Contracts (if applicable) shall be prorated on a per diem basis as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the person levying or charging for the same. Charges for water, electricity, sewer rental, gas, telephone and all other utilities shall not be prorated but, rather, instructions shall be given to the utility companies by Seller (with a duplicate copy of such instruction being provided concurrently to Buyer) to read the meters on the Closing Date and to issue separate statements thereafter. In the event that any provider of utilities shall refuse to issue separate statements in the manner aforesaid, applicable utility charges shall be prorated such that all charges accruing for the period prior to Closing Date shall be charged to Seller and all charges accruing after the Closing Date shall be charged to Buyer. Buyer shall be responsible for the billing and collection of any reimbursable utility charges from the Tenants with respect to all periods after the Closing Date and shall credit Seller at Closing for any uncollected, reimbursable utility charges from the Tenants with respect to all periods prior to the Closing Date, provided that such charges are otherwise not delinquent. Seller and Buyer shall cooperate to cause the transfer of the Property’s telephone number(s) and utility accounts from Seller to Buyer.

If estimated utility charges and/or operating expenses are used to calculate the prorated amounts at Closing, the Parties agree that, when the actual amount of such utilities and other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the Parties agree to adjust the proration of such utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustments.

(e) The provisions of this Section 15 shall survive Closing.

Section 16. Real Estate Commission. Neither Buyer nor Seller has used a broker or intermediary to negotiate this transaction except for Tom Salanty of Cushman & Wakefield (“Broker”). Seller shall pay Broker its fee if, as and when Closing occurs pursuant to a separate agreement between Seller and Broker. Buyer and Seller hereby indemnify, defend and hold the other harmless from and against any and all claims, losses, costs and expenses, including reasonable counsel fees, resulting from any claims that may be made through that Party against the other by any other broker or intermediary claiming a commission.

Section 17. Expenses. At Closing:

(a) Seller shall pay: (i) all charges for Seller’s legal fees; (ii) one-half (1/2) of any escrow fee charged by the Title Company; (iii) the cost of recording any release of liens; (iv) the basic premium for the Owner’s Title Policy (but not the cost to insure any exceptions, obtain any deletions, or provide any endorsements);

(b) Buyer shall pay: (i) all charges for Buyer’s legal fees; (ii) one-half (1/2) of any escrow fee charged by the Title Company; (iii) the premium or extra expense in connection with the Owner’s Title Policy that the Title Company charges to insure any exceptions, obtain any deletions, or provide any endorsements; (iv) the cost of recording the instruments of conveyance contemplated by this Agreement; (v) the cost of updates and changes to the Survey after delivery thereof by Seller to Buyer; and

(c) Except as expressly provided herein, all other Closing costs not allocated to a Party pursuant to the terms hereof shall be paid by the Party incurring same. The provisions of this Section 17 shall survive Closing.

Section 18. Operation of Property. Between the Effective Date and the Closing Date, (i) Seller will continue to enforce the terms of the Leases and will not take or omit to take any action which reasonably could be expected to have a materially adverse effect on Seller’s title to the Property or the condition of the Property, (ii) Seller will not amend, terminate or enter into any Lease without Buyer’s prior written consent in each instance and (iii) Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing except contracts entered into in the ordinary course of business that are terminable without cause on 30-days notice. During the Due Diligence Period, Seller will not enter into any contracts or agreements (whether binding or not) regarding any disposition of the Property, will place a “Contract Pending” sign next to any listing or realtor signs located on or near the Property, and will inform anyone inquiring about the Property that the Property is currently under a pending contract. Upon the expiration of the Tenant Interview Period, and during the pendency of the contract, Seller will remove the Property from any listings or brokerage arrangements, will not further list the Property with any broker or otherwise solicit or make or accept any offers to sell the Property, will not engage in any discussions or negotiations with any third party with respect to the sale or other disposition of the Property, and will not enter into any contracts or agreements (whether binding or not) regarding any disposition of the Property.

Section 19. Condemnation and Casualty.

(a) If after the Effective Date and prior to the Closing all or a part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain, is taken by eminent domain or condemnation (or sale in lieu thereof), or Seller participates in negotiations in lieu of a condemnation action (a “Condemnation Action”), then upon obtaining knowledge of the Condemnation Action, Seller will notify Buyer of the pendency of such proceedings in writing (the “Condemnation Notice”). Buyer may observe any such negotiations and proceedings, and Seller shall from time to time deliver to Buyer all instruments reasonably requested by it. If the Condemnation Action would allow one or more of the Major Tenants to terminate pursuant to the terms of its Lease, Buyer may terminate this Agreement and cause the Earnest Money (but not the Option Fee except in the event of a Seller Default) to be returned to Buyer, after which neither Party shall have any further obligation to the other pursuant to this Agreement, except for obligations that expressly survive the termination hereof (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23). If no such election is made by Buyer within five (5) Business Days following its receipt of the Condemnation Notice, or if the Condemnation Action does not permit this Agreement to be terminated, this Agreement shall remain in full force and effect and the transactions contemplated herein, less any interest taken (or proposed to be taken) by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing, Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest of Seller in and to any awards that have been or that may thereafter be made for such taking (subject to the rights of Tenants under the Leases in connection with such awards).

(b) If all or any part of the Property is damaged or destroyed by fire or other casualty (a “Casualty”), Seller shall immediately notify Buyer of the damage and provide the estimated amount of the damage (the “Casualty Notice”). If the Casualty permits one or more of the Major Tenants to terminate pursuant to the terms of its Lease, Buyer may terminate this Agreement and cause the Earnest Money (but not the Option Fee except in the event of a Seller Default) to be returned to Buyer, after which neither Party will have any further obligation to the other pursuant to this Agreement, except for obligations that expressly survive the termination hereof (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23). If no such election is made by Buyer within five (5) Business Days following its receipt of the Casualty Notice, or if the Casualty does not permit this Agreement to be terminated, this Agreement shall remain in full force and effect and the transactions contemplated herein, subject to the Casualty, shall be effected with no further adjustment, and upon the Closing, Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest of Seller in and to any insurance awards that have been or that may thereafter be made for such casualty (subject to the rights of Tenants under the Leases in connection with such awards).

Section 20. Remedies / Limitation on Liability.

(a) If Seller defaults in its obligations under this Agreement and fails to cure such default within five (5) Business Days after receipt of Notice from Buyer of such default (a “Seller Default”), then Buyer’s sole and exclusive remedy shall be, at Buyer’s option, either (i) to terminate this Agreement by furnishing Notice of such termination to Seller, in which case

the Earnest Money (including the Option Fee) shall be returned to Buyer, and Seller will not have any further liability to Buyer, or (ii) to seek specific performance of this Agreement (in which case Seller shall reimburse Buyer for reasonable attorneys’ fees actually incurred in the enforcement of specific performance by Buyer).

(b) IF BUYER DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT AND FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF NOTICE FROM SELLER OF SUCH DEFAULT (EXCEPT FOR BUYER’S FAILURE TO CLOSE ON THE CLOSING DATE, FOR WHICH BUYER WILL NOT BE ENTITLED TO NOTICE AND AN OPPORTUNITY TO CURE, SINCE THE TIMING OF THE CLOSING DATE IS MATERIAL TO SELLER), THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND RETAIN THE EARNEST MONEY AS LIQUIDATED DAMAGES (AS WELL AS THE OPTION FEE), IT BEING ACKNOWLEDGED BY BUYER AND SELLER THAT ACTUAL DAMAGES SUFFERED BY SELLER IN SUCH EVENT WILL BE DIFFICULT OR IMPOSSIBLE TO MEASURE AND THAT THE EARNEST MONEY REPRESENTS A GOOD FAITH ESTIMATE THEREOF; provided, however, that the Earnest Money shall not limit the liability of Buyer to Seller for Buyer’s indemnity obligations under Section 8 and Buyer’s confidentiality obligations under Section 23.

(c) NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The provisions of this Section 20 shall survive the Closing or a termination of this Agreement.

Section 21. Notices. All notices, demands or other communications of any type (herein collectively referred to as “Notices”) given by Seller to Buyer or by Buyer to Seller, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be given in accordance with the provisions of this Section 21. Notices shall be provided to the Parties and addresses (or facsimile numbers, as applicable) specified on the signature page.

(a) All Notices shall be in writing and delivered to the person to whom the Notices are directed, in person, by United States mail as a registered or certified item (return receipt requested), by a nationally recognized overnight courier (such as United Parcel Service or FedEx) provided that a signature evidencing receipt is requested, or by facsimile transmission.

(b) Provided that the delivery attempt for such Notice is made between the hours of 8:00 a.m. and 5:00 p.m. at the recipient’s location on a Business Day:

(i) Notices given via facsimile transmission shall be effective upon receipt thereof so long as receipt of the transmission is confirmed by a report generated by the sender’s facsimile machine and a copy of the correspondence (together with such report) is also sent by overnight courier as provided above;

(ii) Notices given in person will be deemed received on the earlier of actual receipt or when first refused;

(iii) Notices given via overnight courier in accordance with the terms hereof will be deemed received on the earlier of the first Business Day that the sender schedules delivery to occur, or when first refused; and

(iv) Notices given via United States mail in accordance with the terms hereof will be deemed received on the earlier of the third Business Day after placing such Notice in the custody of the United States Postal Service (evidenced by the postmark stamped thereon whether or not actually received), or when first refused.

(c) Any Party hereto may, at any time by giving five (5) Business Days’ Notice to the other Party hereto, designate any other address(es) and/or person(s) in substitution of, or in addition to, the addresses and persons to which such Notice shall be given.

Section 22. Assignment. Except as provided below in this Section, the rights and obligations of Buyer arising under this Agreement may not be assigned without the prior written consent of Seller, which consent may be granted or withheld in the sole discretion of Seller. The rights and obligations of Buyer under this Agreement may, without the prior written consent of Seller, be assigned to an entity owned or controlled by Buyer, conditioned on the following: (a) the assignee shall be bound by all approvals and waivers, actual and deemed, by Buyer prior to the assignment and shall assume in writing all of Buyer’s obligations hereunder; and (b) no such assignment shall relieve the Buyer named herein from any obligation, duty, or liability under this Agreement, including confidentiality obligations and indemnification obligations; (c) Seller must be provided written notice of and a copy of any such assignment and assumption at least five (5) Business Days prior to the Closing; and (d) Seller will have no obligation to obtain reliance letters or revisions to certifications of the Survey or other Due Diligence Materials in favor of Buyer’s assignee, all of which will be done at Buyer’s cost without delaying Closing. Upon such assignment, Buyer shall remain primarily liable for the performance of its obligations under this Agreement.

Section 23. Confidentiality. Buyer acknowledges that Buyer has obtained certain information about the Property from the Broker prior to the execution of this Agreement, and in connection therewith, has executed a certain Confidentiality Agreement For Signature By Prospective Purchasers dated July 19, 2005 (the “Broker Confidentiality Agreement”). Buyer confirms and agrees that Seller is a beneficiary of Buyer’s obligations under the Broker Confidentiality Agreement, which are incorporated herein by reference, and that Buyer has not breached and will not breach its obligations under the Broker Confidentiality Agreement. Without limiting the foregoing, Buyer hereby agrees that (i) until the Closing it shall keep strictly confidential this transaction, the Purchase Price, the economic terms and other financial information connected hereto, and any documents received from Seller or Broker and (ii) after the Closing it shall keep strictly confidential the Purchase Price, the economic terms and other financial information connected hereto, and any documents received from Seller or Broker. Notwithstanding anything to the contrary contained in this Section 23 or this Agreement, Buyer shall have the right to reveal any of the foregoing confidential information at any time to Buyer’s

directors, officers, shareholders or employees as well as Buyer’s counsel, accounting firms and financial institutions to the extent necessary to comply with: (a) Buyer’s obligations hereunder; and (b) laws and regulations applicable to Buyer. Without limiting the foregoing, BUYER UNDERSTANDS THAT, SUBJECT TO AND EXCEPT AS PROVIDED FOR IN SECTION 7(B) OF THIS AGREEMENT, WITHOUT THE SELLER’S EXPRESS WRITTEN CONSENT, BUYER IS SPECIFICALLY PROHIBITED FROM CONTACTING: (i) THE EXISTING TENANTS OF THE PROPERTY, OR (ii) THEIR RESPECTIVE MANAGERS AND EMPLOYEES, OR (iii) SELLER’S ON-SITE MAINTENANCE PERSONNEL OR EMPLOYEES, OR DISCUSSING THE POTENTIAL SALE OF THE PROPERTY WITH ANY OF THE FOREGOING. The provisions of this Section 23 survive the termination of this agreement.

Section 24. Miscellaneous.

(a) This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas. VENUE FOR ANY DISPUTES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE IN THE FEDERAL OR STATE COURTS OF BEXAR COUNTY, TEXAS. In the event of any litigation between Seller and Buyer with respect to the Property or this Agreement, the prevailing Party shall be entitled to collect its reasonable attorneys’ fees and expenses from the losing Party.

(b) Time is of the essence with respect to the Parties’ obligations hereunder. Periods of time shall be measured in calendar days unless otherwise stated. If any performance is required on a Saturday, a Sunday or any holiday, such performance will be due on the next succeeding day which is not a Saturday, a Sunday or a federal holiday under the laws of the United States of America (such succeeding day being a “Business Day”).

(c) This Agreement may not be modified or amended except by an agreement in writing signed by Seller and Buyer, and upon any delivery of this Agreement into escrow upon execution, Title Company shall be deemed to have been so instructed. A Party may waive any of the conditions contained herein or any of the obligations of the other Party hereunder, but any such waiver shall be effective only if in writing and signed by the Party waiving such conditions or obligations, and upon any delivery of this Agreement into escrow upon execution, Title Company shall be deemed to have been so instructed.

(d) This Agreement shall be binding upon and inure to the benefit of all successors and permitted assigns of the Parties.

(e) This Agreement shall not create any third party beneficiary rights.

(f) The descriptive headings of the several sections contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

(g) This Agreement, including the Exhibits hereto, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the Parties in connection therewith.

(h) This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument.

(i) This Agreement shall not be recorded by either Party in any office or place of public record, and, if Buyer shall record this Agreement or cause or permit same to be recorded, Seller may, at its option, elect to treat such act as a default by Buyer of this Agreement.

(j) If any one or more of the provisions contained in this Agreement are for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

(k) Except as otherwise provided herein: (i) all notice to third parties and all other publicity concerning the transactions contemplated hereby shall be jointly planned and coordinated by and between Buyer and Seller; and (ii) none of the Parties shall act unilaterally in this regard without the prior written approval of the other, which approval may be withheld in a Party’s sole discretion.

Section 25. 1031 Exchange. Seller may consummate Seller’s sale of the Property as part of a so-called like kind exchange (the “Exchange”) pursuant to the Section 1031 of the Internal Revenue Code, provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition or precedent or condition subsequent to Seller’s obligation under this Agreement; (b) Seller shall effect the Exchange through the assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, and Buyer shall not be required to take assignment of a purchase agreement for the exchange property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (c) the Exchange will neither increase the obligations of Buyer hereunder, nor increase the cost to Buyer hereunder. Buyer agrees to acknowledge (the “Acknowledgment”) receipt of a notice that such Exchange will take place.

Section 26. 3-14 Audit. At no cost to itself, Seller will make reasonable efforts to cooperate with Buyer’s auditors in relation to Rule 3-14 of the Securities and Exchange Commission Regulation S-X audit for significant transactions. Seller understands that such cooperation will require access to accounting records related to the Property, and that Seller will be required to make reasonably requested representations to the auditor about the accounting records related to the Property. The completion of the audit is not required before Closing, and it will not affect the due diligence or Closing.

Section 27. Effective Date. The effective date of this Agreement (the “Effective Date”) shall be the date on which a fully executed copy of this Agreement has been delivered to and receipted by the Title Company.

Section 28. Exhibits. The following Exhibits are attached to and incorporated into this Agreement:

Exhibit A – Leases – Section 2(c)

Exhibit B – Assumed Contracts – Section 2(d)

Exhibit C – Due Diligence Materials – Section 6

Exhibit D – Form of Tenant Estoppel Certificate – Section 12

Exhibit E – Form of Seller’s Estoppel Certificate – Section 12

Exhibit F –Form of Special Warranty Deed – Section 13(a)(i)(A)

Exhibit G – Form of Assignment and Assumption of Leases and Contracts – Section 13(a)(i)(B)

Exhibit H – Form of Tenant Notice Letter – Section 13(a)(i)(C)

Exhibit I – Form of Certification of Nonforeign Status – Section 13(a)(i)(D)

Exhibit J – Form of Bill of Sale – Section 13(a)(i)(E)

Exhibit K – Form of Affidavit as to Debts and Liens – Section 13(a)(i)(F)

Exhibit L – Form of Maintenance Services Agreement – Section 13(a)(i)(G)

Exhibit M – Form of Riverwalk Lease Assignment – Section 13(a)(i)(H)

Signature Page Follows

Executed by the Parties as of the Effective Date.


SELLER:			BUYER:

Midland Real Estate Company, L.P.,			AmREIT Realty Investment Corporation,
a Delaware limited partnership			a Texas corporation

By:	Boulder Creek Management, L.L.C.,		By:	/s/ H. Kerr Taylor, President

	a Delaware limited liability company			H. Kerr Taylor, President
	its sole general partner

	By:	/s/ Jack J. Spector

		Jack J. Spector, President


Notice Address:		Notice Address:
Midland Real Estate Company, L.P.		AmREIT Realty Investment Corporation
Attention: Jack J. Spector		Attn: Tenel H. Tayar
315 East Commerce Street, Suite 300		8 Greenway Plaza, Suite 1000
San Antonio, Texas 78205		Houston, Texas 77046
Telephone Number: (210) ###-###-#### (x 222)		Telephone Number: (713) ###-###-####
Fax Number: (210) ###-###-####		Facsimile Number: (713) ###-###-####

With a copy to:		With a copy to:
Midland Real Estate Company, L.P.		Mayer, Brown, Rowe & Maw LLP
Attention: John Beauchamp		Attn: Deann K. Lanz
315 East Commerce Street, Suite 300		700 Louisiana St., Suite 3600
San Antonio, Texas 78205		Houston, Texas 77002
Telephone Number: (210) ###-###-#### (x 234)		Telephone Number: (713 ###-###-####
Fax Number: (210) ###-###-####		Facsimile Number: (713) ###-###-####

and a copy to:
John B. Stewart, Esq.
Cox Smith Matthews Incorporated
112 E. Pecan St., Suite 1800
San Antonio, Texas 78205
Telephone Number: (210) ###-###-####
Facsimile No.: (210) ###-###-####

TITLE COMPANY
(Receipt of Agreement and Effective Date)

The undersigned hereby acknowledges receipt of this Agreement on the date listed below, and agrees to serve as Title Company hereunder and to perform in accordance with the terms hereof.

Chicago Title Insurance Company


By:

Title:
Name:	Date:	(“Effective Date”)

TITLE COMPANY
(Receipt of Earnest Money)

The undersigned hereby acknowledges receipt of the sum of One Hundred Thousand Dollars ($100,000) from Buyer as the Option Fee and the sum of Seven Hundred Fifty Thousand Dollars ($750,000) from Buyer as the Earnest Money.

Chicago Title Insurance Company


By:
Title:
Name:				Date:

Exhibit A
Leases

Retail Lease with Rivicor, Inc., dated October 18, 1993

	•		Amendment to Retail Lease dated January 12, 1995

	•		Rider to Retail Lease dated effective as of February 1, 2003

	•		Renewal to Rider to Retail Lease dated effective as of February 1, 2004

	•		Second Renewal to Rider to Retail Lease dated effective as of February 1, 2005

	•		Letter exercising the option to renew the Retail Lease

	•		Sublease Agreement, San Antonio Riverwalk

Retail Lease with The County Line Riverwalk, Inc. dated December 20, 1993

	•		Amendment to Retail Lease dated January 31, 1995

	•		Consent and Subordination dated January 26, 1995

	•		Letter exercising the option to renew the Retail Lease

	•		Sublease Agreement, San Antonio Riverwalk

Retail Lease with Howl at the Moon-San Antonio, Inc. dated May 11, 1994

	•		Letter dated June 17, 1999, exercising the option to renew the Retail Lease

	•		Letter dated July 19, 2004, exercising the option to renew the Retail Lease

Retail Lease with Swig, Inc. dated January 14, 1997

•

Correspondence re: exercising the option to renew the Retail Lease

Retail Lease with Alamo City Stuff, L.L.C. dated August 30, 1999

•

First Amendment to Retail Lease dated November 1, 2004

6.		Retail Lease with Remember the Ice Cream! Ltd. dated June 4, 2004

7.		Retail Lease with Starbucks Corporation dated November, 1994

•

Letter dated September 16, 2004, exercising the option to renew the Retail Lease

Retail Lease with Hard Rock Cafe International (S.A.), Inc. dated November 22, 1993

	•		Amendment to Retail Lease dated January 25, 1995

	•		Second Amendment to Retail Lease dated February 1, 1996

	•		Third Amendment to Retail Lease dated July 1, 2001

	•		Letter dated December 19, 1996 re: Lease Assignment

	•		Sublease Agreement, San Antonio Riverwalk

Commercial Lease with Starbucks Corporation dated May 20, 2005

A- 1

Exhibit B
Assumed Contracts

Master Maintenance Agreement with Dover Elevator Company dated February 1, 1996

•