AMENDMENT TO AGREEMENT

Exhibit 10.480

Coram Plaza

Coram, NY

Amendment to Agreement

AMENDMENT TO AGREEMENT

THIS AMENDMENT TO AGREEMENT (the “Amendment”) is made and entered into as of the 21st day of October, 2004, by and between Coram Property Development LLC, a Delaware limited liability company (“Seller”) and Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Buyer”).

WITNESSETH:

WHEREAS, Seller and Buyer entered into that certain Agreement of Purchase and Sale dated September 20, 2004 (“the Agreement”) as amended by Letter Agreement dated October 15, 2004, for the sale and purchase of the property commonly known as Century Plaza shopping center located in Coram, New York as legally described by the Agreement (“the Property”).

WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions of the Agreement.

NOW THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:

1.                                       The “Closing”, as defined in Paragraph 3.1 of the Agreement is hereby amended by deleting “October 22, 2004” and inserting “November 5, 2004” therein.

2.                                       This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one Amendment. Each person executing this Amendment represents that such person has full authority and legal power to do so and bind the party on which behalf he or she has executed this Amendment. Any counterpart to this Amendment may be executed by facsimile copy and shall be binding on the parties.

Except as modified herein, the Agreement shall remain unmodified and in full force and effect.

Signatures on following page

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AGREEMENT OF PURCHASE AND SALE

BY AND BETWEEN

CORAM PROPERTY DEVELOPMENT LLC

And

INLAND REAL ESTATE ACQUISITIONS, INC.

DATED AS OF September 20, 2004

TABLE OF CONTENTS

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AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (hereinafter referred to as the “Agreement”), dated as of this 20^th day of September, 2004, between Coram Property Development LLC, a Delaware limited liability company, having an address at 1720 Post Road, Fairfield, CT 06824 (referred to as “Seller”), and Inland Real Estate Acquisitions, Inc., an Illinois corporation, having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (hereinafter referred to as “Buyer”).

W1TNESSETH:

WHEREAS, Seller is the owner of certain real property containing approximately 24.01 acres of land known as Century Plaza and located in the Town of Coram, County of Suffolk, State of New York (hereinafter referred to as the “Real Property”).

WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Real Property subject to the terms and conditions hereinafter provided; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows;

ARTICLE 1

Purchase and Sale

1.1                               Covenant to Sell and Purchase, Seller shall sell and convey to Buyer, and Buyer shall purchase from Seller, the following:

(a)                                  the Real Property owned by Seller, together with all of the tenements, hereditaments and appurtenances appertaining thereto, including any estate, right, title, interest, property, claim and demand of Seller in and to all streets, alleys, rights-of-way, sidewalks, easements, and utility lines or agreements (hereinafter collectively referred to the “Land”);

(b)                                 all improvements, buildings and structures owned by Seller situate on the Land, including the shopping center and other facilities located thereon, and any apparatus, equipment, appliances and fixtures incorporated therein and used in connection with the operation and occupancy thereof, to the extent owned by Seller (hereinafter collectively referred to as the “Improvements”, and the Land and the Improvements are hereinafter collectively referred to as the “Property” and individually as a “Property”);

(c)                                  all right, title and interest of Seller in and to the leases and other occupancy agreements with the tenants set forth on Exhibit “B” attached hereto covering all or any portion of the Real Property or the improvements to the extent they

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are in effect on the Closing Date (as such term is defined in Section 3.1 hereof) (hereinafter collectively referred to as the “Leases”), together with all current rents and other sums due thereunder (hereinafter referred to as the “Rents”);

(d)                                 the non-exclusive right to use all of Seller’s architectural and engineering plans, specifications and drawings, soil studies, land surveys, environmental studies and reports, hazardous waste studies and reports, market reports and surveys which are in the possession of the Seller (if any) which relate to the Property (hereinafter collectively referred to as the “Plans”);

(e)                                  all utility, service, equipment, maintenance and other contracts relating to the ownership, maintenance or use of the Property, as approved during the Due Diligence Period (as hereinafter defined) by Buyer (hereinafter collectively referred to as the “Property Contracts”);

(f)                                    to the extent assignable, all permits, approvals and licenses issued by any federal, state or local governmental authority or agency pertaining to the ownership, operation, maintenance or use of the Land, including, without limitation, zoning, site plan and subdivision approvals and developers’ agreements (hereinafter collectively referred to as the “Permits”);

(g)                                 all books, records and operating reports in Seller’s possession, which are necessary to ensure continuity of operation of the Property (hereinafter collectively referred to as the “Records”);

(h)                                 all right, title and interest, if any, of Seller in and to the name of Century Plaza; and

(i)                                     all warranties and/or guaranties for materials and workmanship benefiting the Purchaser, to the extent assignable by their terms (hereinafter collectively referred to as the “Warranties”).

1.2                               Purchase Price; Escrow Agent.

(a)                                  Seller is to sell and Buyer is to purchase all of the Property for the aggregate Purchase Price of Thirty Eight Million five Hundred Thousand and 00/100 ($38,500,000.00) DOLLARS (hereinafter referred to as the “Purchase Price”).

(b)                                 Upon the execution and delivery of this Agreement by Seller and Buyer, Buyer shall deposit with Chicago Title Insurance Company, 171 N. Clark Street, Chicago, IL 60601, the sum of Four Hundred and 00/100 ($400,000.00) DOLLARS (hereinafter referred to as the “Good Faith Deposit”). This Agreement shall not be deemed to be effective and binding upon the parties hereto unless and until the Good Faith Deposit is so delivered. If the Good Faith Deposit is not paid within two business days following complete execution of this Agreement by all parties, this Agreement shall be null and void and no party shall be bound by the terms hereof. The Escrow Agent shall hold the Good Faith Deposit in an interest-bearing trust account maintained by the Escrow Agent at Chicago Title Insurance Company, Chicago Office

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(hereinafter referred to as the “Deposit Escrow Account”), in accordance with the terms and conditions of this Agreement. The term “Deposit” shall mean and refer to the Good Faith Deposit plus all accrued interest in the Deposit Escrow Account. The Deposit shall be distributed in accordance with the terms of this Agreement.

(c)                                  At the Closing (as such term is defined in Section 2.1 hereof), the Purchase Price shall be paid by Buyer to Seller as follows:

(i)                                     By delivery of the Deposit by the Escrow Agent to or at the direction of the Seller;

(ii)                                  By payment on the Closing Date, by wire transfer from the Closing Escrow of immediately available funds to a bank account designated by Seller in writing to Buyer prior to the Closing of the amount equal to the aggregate Purchase Price, as such amount may be increased or decreased by prorations and adjustments as herein provided, minus the Good Faith Deposit.

(d)                                 (i)                                     The duties of the Escrow Agent are limited to those specifically provided for herein and are purely ministerial in nature. Escrow Agent shall incur no liability hereunder or otherwise except for its own gross negligence or willful misconduct, and Seller and Buyer hereby release Escrow Agent from any liability (other than as excepted herein) for any action taken by it hereunder or for any failure or refusal to act hereunder or for any other matter. Unless Escrow Agent shall have been guilty of gross negligence or willful misconduct, Seller and Buyer, jointly and severally, agree to indemnify and hold harmless Escrow Agent from and against any liability incurred by it as a result of its acting as escrow Agent hereunder. Notwithstanding the immediately preceding sentence, however, Buyer shall be solely responsible for the payment of all fees and other compensation charged by the Escrow Agent for acting as such hereunder, including the reimbursement of any costs and expenses incurred by the Escrow Agent in connection with its acting as Escrow Agent hereunder.

(ii)                                  Escrow Agent shall not be bound in any way or by any agreement or contract between Seller or Buyer, whether or not it has knowledge thereof, and Escrow Agent’s only duties and responsibilities shall be to hold the Deposit as escrow agent and to dispose of the Deposit in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, Escrow Agent shall, in the absence of its gross negligence or willful misconduct, have no responsibility to protect the Deposit and shall not be responsible for any failure to demand, collect or enforce any obligation with respect to the Deposit or for any diminution in value of the Deposit for any cause. Escrow Agent may, at the expense of Seller and Buyer, consult with counsel and accountants in connection with its duties under this Agreement and Escrow Agent shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of such counsel and accountants. Escrow Agent shall not be obligated to take any action hereunder which may, in its reasonable judgment, involve it in any liability unless Escrow Agent shall have been furnished with reasonable indemnity satisfactory in amount, form and substance to Escrow Agent.

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(iii)                               Escrow Agent is acting as a stakeholder only with respect to the Deposit. If there is any dispute as to whether Escrow Agent is obligated to disburse the Deposit or as to whom the Deposit is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold the Deposit until receipt by Escrow Agent of any authorization in writing, signed by all parties having an interest in such dispute, directing the disposition of the Deposit. In the absence of such authorization Escrow Agent shall hold the Deposit until the final determination of the rights of the parties in any appropriate proceeding. Escrow Agent shall have no responsibility to determine the authenticity or validity of any notice, in accordance with any written notice, direction or instruction given to it under this Agreement and believed by it to be authentic. If such written authorization is not given, or proceedings for such determination are not begun, within thirty (30) days after the dispute arises, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit with a court of the State of New York. Pending such determination Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, attorneys’ fees and disbursements by the party determined not to be entitled to the Deposit. Upon making delivery of the Deposit in the manner provided in this Agreement, Escrow Agent shall have no further liability hereunder. In no event shall Escrow Agent be under any duty to institute, defend or participate in any proceeding which may arise between Seller and Buyer in connection with the Deposit.

(iv)                              Escrow Agent or any successor Escrow Agent may resign at any time by giving fifteen (15) days’ prior notice of resignation to the other parties hereto, such resignation to be effective on the date specified in such notice. In case the office of Escrow Agent shall become vacant for any reason, Seller may appoint a title company, bank or trust company that is reasonably acceptable to Buyer as successor Escrow Agent to the retiring Escrow Agent, whereupon such successor Escrow Agent shall succeed to all rights and obligations of the retiring Escrow Agent as if originally named hereunder, and the retiring Escrow Agent shall duly transfer and deliver to such successor Escrow Agent the funds and records, including without limitation the Deposit, held by the retiring Escrow Agent hereunder.

(e)                                  Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections l.2(b) and (d) hereof and to acknowledge its receipt of the Good Faith Deposit.

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ARTICLE 2

Title and Condition of Property; Financing

2.1                               State of Title.

(a)                                  Title shall be conveyed to Buyer at Closing in fee simple by New York form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof).

(b)                                 Buyer, the cost and expense thereof to be equally shared by Seller and Buyer, shall obtain a preliminary title search (hereinafter referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company has committed to insure (upon the payment of a requisite premium at regular rates) that Buyer shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Buyer shall forward a complete copy of the Title Commitment to Seller within five (5) business days after Buyer’s receipt of same. Buyer shall have until 5 p.m. on October 15, 2004 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to Seller, to any exceptions to title set forth in the Title Commitment. Seller, the cost and expense thereof to be shared equally by Seller and Buyer, shall cause reputable surveyors licensed in the State of New York, to prepare and deliver an ALTA as-built survey of the Property (to specifications approved by Buyer) (the “Survey”) to Buyer and Seller and the Title Company no later than the expiration of the Due Diligence Period. Buyer shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify Seller in writing that Buyer objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Buyer notifies Seller in writing that Buyer objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), Seller shall have ten (10) business days after receipt of such notification to notify Buyer (i) that Seller will remove the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on the Survey on or before the Closing or (ii) that Seller elects not to cause such exceptions or matters to be removed. If Seller fails to notify Buyer within such ten (10) business days, Seller shall be deemed to have given notice under clause (ii) above. If Seller gives (or is deemed to have given) Buyer notice under clause (ii) above, Buyer shall have five (5) business days from the date of receipt of such notice (or in a case where Seller gives no such notice, from the last date on which such notice could have been given) in which to notify Seller and the Escrow Agent (x) that Buyer will nevertheless proceed with the transactions contemplated by this Agreement and take title to the Property subject to such exceptions and such matters without reduction of the Purchase Price or (y) that Buyer will terminate this Agreement. If Buyer does not

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provide any notice contemplated by the immediately preceding sentence, Buyer shall be deemed to have elected to take title to the Property pursuant to clause (x) above. If this Agreement is terminated pursuant to the provisions of Section 2.1(b)(y), (i) this Agreement shall terminate and be of no further force and effect, (ii) no party hereto shall have any further rights or obligations hereunder (except for representations, warranties and/or any indemnity obligations of any party pursuant to the provisions of this Agreement which expressly survive termination of this Agreement), and (iii) the Escrow Agent shall immediately return the Deposit to Buyer.

(c)                                  The term “Permitted Exceptions” as used herein shall mean (i) the lien of real estate taxes, assessments and water and sewer charges not yet due and payable, (ii) all matters set forth in the Title Commitment and approved by Buyer or deemed approved by Buyer as provided hereinabove, provided, however, matters set forth in the Title Commitment for which the Standards of Title of the New York Bar Association recommend no curative action be taken shall be deemed approved (iii) intentionally deleted, (iv) all existing building, zoning and other city, state, county or federal laws, codes and regulations affecting the Property, (v) any existing general utility easements serving the Property (provided that such easements do not subject any owner of such Property to obligations other than are usual and customary in similar easements and provided further that no Improvements (other than parking areas and access aisles) are constructed on such easements), (vi) such state of facts as would be shown by accurate survey of the Property, (vii) the Leases, and (viii) any title exception created directly by any act or omission of Buyer or its representatives, agents, employees or invitees.

(d)                                 Seller’s obligation to convey title to the Property is solely as set forth in Section 2.1(a) hereof. To the extent that Buyer may elect, at its option, to request the Title Company to issue endorsements to the most current form of ALTA owner’s title insurance policy as currently and customarily used in the State of New York, the issuance of such endorsements shall be shared equally by Buyer and Seller, and (to the extent that Buyer has not terminated this Agreement during the Due Diligence Period in accordance with the terms of Section 2.4 hereof) the issuance of any such endorsements shall not be a pre-condition to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

2.2                               Investigations; No Reliance on Documents; As-Is Sale.

(a)                                  Except as expressly set forth in this Agreement, neither Seller nor Buyer makes any representations or warranties as to the truth, accuracy or completeness of any materials, data or information delivered by such party or its brokers or agents to the other party in connection with the transaction contemplated hereby Seller and Buyer acknowledge and agree that all materials, data and information delivered by the other party in connection with the transactions contemplated hereby are provided to the other party as a convenience only and that any reliance on or use of such materials, data or information shall be at the sole risk of the party receiving such materials, data or information from the other party, except as otherwise expressly stated herein. Neither Seller, nor any affiliate of Seller, nor the persons or entities which prepared any report or

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reports (unless Buyer has obtained reliance letters from any such persons or entities or has established legal privity with such persons or entities by some other means) delivered by Seller to Buyer, shall have any liability to Buyer for any inaccuracy in or omission from any such reports.

(b)                                 Except as expressly set forth in this Agreement and in any documents delivered by Seller at the Closing, it is understood and agreed that Seller is not making and has not at any time made any warranties or representations of any kind or character, express or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability or fitness for a particular purpose, or as to the state of title, physical condition, environmental condition and/or zoning of the Property.

BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY OR ASSIGN TO BUYER AND BUYER SHALL ACCEPT THE Property “AS IS, WHERE IS, WITH ALL FAULTS” AND WITH ALL LATENT OR PATENT DEFECTS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT THE CLOSING. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, OR ANY REAL ESTATE BROKER OR AGENT PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT THE CLOSING. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”. IN ADDITION, SELLER WILL HAVE NO OBLIGATION TO PROVIDE ANY REPAIRS, ALTERATIONS OR IMPROVEMENTS TO THE PROPERTY AS A CONDITION PRECEDENT TO BUYER’S OBLIGATION TO CLOSE TITLE. IN FURTHERANCE OF THE FOREGOING AND NOT IN LIMITATION THEREOF, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY SET FORTH HEREIN TO THE CONTRARY, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR ANY PARTNER, MEMBER, MANAGER, SHAREHOLDER, OFFICER OR DIRECTOR OF SELLER OR FROM ANY EMPLOYEE, ATTORNEY, AGENT OR REPRESENTATIVE OF SELLER AS TO ANY MATTER CONCERNING ANY PROPERTY OR ANY MATERIALS PROVIDED BY THE SELLER PURSUANT TO SECTION 2.3 HEREOF, INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, NATURE, HABITABILITY, MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR PHYSICAL CONDITION OF THE PROPERTY OR ANY ASPECT OR PORTION THEREOF, INCLUDING, WITHOUT

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LIMITATION, STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, UTILITY SYSTEMS, FACILITIES, APPLIANCES, SOILS, GEOLOGY OR GROUNDWATER, (ii) THE DIMENSIONS OR LOT SIZE OF ANY PROPERTY OR THE SQUARE FOOTAGE OF THE IMPROVEMENTS THEREON OR OF ANY TENANT SPACE THEREIN, (iii) THE DEVELOPMENT OR INCOME POTENTIAL, OR DEVELOPMENT OR OTHER RIGHTS OF OR RELATING TO PROPERTY, (iv) PROPERTY’S INSURABILITY, MERCHANTABILITY, FITNESS, SUITABILITY, OR ADEQUACY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING OR OTHER LEGAL STATUS OF PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS OR RESTRICTIONS OF ANY GOVERNMENTAL AUTHORITY OR OF ANY OTHER PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT), (viii) THE ABILITY OF BUYER TO OBTAIN ANY GOVERNMENTAL APPROVALS, LICENSES OR PERMITS NECESSARY FOR BUYER’S INTENDED USE OR DEVELOPMENT OF THE PROPERTY, (viii) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, IN, UNDER, ABOVE OR ABOUT THE PROPERTY OR ANY ADJOINING OR NEIGHBORING PROPERTY, (ix) THE DESIGN, CONSTRUCTION OR THE QUALITY OF ANY LABOR AND MATERIALS USED IN THE CONSTRUCTION OF ANY IMPROVEMENTS, (x) THE CONDITION OF TITLE TO THE PROPERTY, (xi) THE LEASES, CONTRACTS OR ANY OTHER AGREEMENTS AFFECTING THE PROPERTY OR THE INTENTIONS OF ANY PARTY WITH RESPECT TO THE NEGOTIATION AND/OR EXECUTION OF ANY LEASE OR CONTRACT WITH RESPECT TO THE PROPERTY, OR THE APPLICABLE SELLER’S OWNERSHIP, DEVELOPMENT OR OPERATION OF THE PROPERTY OR (xii) THE ECONOMICS OF, OR THE INCOME AND EXPENSES, REVENUE OR EXPENSE PROJECTIONS OR OTHER FINANCIAL MATTERS, RELATING TO THE PROPERTY, OR THE OPERATION THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER AGREES THAT BUYER IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF SELLER, WHETHER SUCH REPRESENTATION OR WARRANTY IS IMPLIED, PRESUMED OR EXPRESSLY PROVIDED, ARISING BY VIRTUE OF ANY STATUTE OR COMMON LAW. BUYER AGREES THAT SELLER IS UNDER NO DUTY TO MAKE ANY INQUIRY REGARDING ANY MATTER THAT MAY OR MAY NOT BE KNOWN TO ANY SELLER OR TO CONFIRM, INVESTIGATE OR QUESTION THE ADEQUACY OF ANY APPRAISAL, REPORT, ANALYSES OR STUDY OF ANY ASPECT OF THE PROPERTY PREPARED OR OBTAINED BY SELLER.

(c)                                  Buyer’s acceptance of Seller’s deeds for the Property shall be deemed to be full performance by Seller of, and will discharge Seller from, all liabilities and obligations under this Agreement, and thereafter Seller shall have no liability or obligation to Buyer or to any subsequent owner of the Property with respect to the Property, nor any liability or obligation to any other person, firm, corporation or public

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body with respect to actions or claims which arise on or after the Closing Date with respect to the Property. Upon transfer of the Property, Buyer shall be deemed to have accepted and shall be subject to the terms, conditions and other obligations applicable to the owner of, and relating to, the Property which are set forth in any governmental approvals relating to the construction, use or occupancy of the Property, including without limitation, site plan approvals and developer’s agreements, whether or not same shall have been recorded.

(d)                                 Buyer, in consideration for the promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, as of Closing does hereby release and forever discharge Seller from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, in law and in equity, for or on account of injuries claimed to have been received by Buyer in connection with the condition of the Property as of the date of Closing, including without limitation the geophysical and environmental condition on, or originating from, the Property. It is expressly understood and agreed by Buyer and Seller that this release specifically applies to any claims made in connection with any possible environmental contamination on, or originating from, the Property, and/or any violation of the Environmental Laws (as such term is hereinafter defined) by the Seller in connection with the Property. For the purposes of this release, the term “environmental contamination” shall include any type of environmental orders, statutes or regulations applicable to the Property, including without limitation to the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Federal Clean Water Act, the Spill Compensation and Control Act, the Federal Water Pollution Control Act, the Underground Storage of Hazardous Substances Act, the Resource Conservation and Recovery Act and all other applicable federal, state and/or local environmental acts (hereinafter collectively referred to as the “Environmental Laws”) as the same are currently in force or may be later amended, as well as any other claims, suits or actions arising from or related to the environmental condition of the Property. By accepting title to the Property at Closing, Buyer shall be deemed to have agreed that Buyer: (i) is satisfied with the environmental conditions of the Property (regardless of whether the Property complies with all Environmental Laws or other laws, orders, statutes or regulations affecting the Property) and that Buyer shall have been given the opportunity to determine, to its own satisfaction, that the Property complies with all Environmental Laws or other laws, orders, statutes or regulations affecting the Property; (ii) accepts that Property in an “AS IS” condition without relying on any verbal or written statement or representation relating to the Property that may have been made by the Seller (except as expressly set forth in this Agreement); and (iii) shall be solely responsible for any environmental contamination on, or originating from, the Property which is not disclosed in the Environmental Assessments to be obtained by Buyer pursuant to Section 2.3 hereof or which otherwise occurs after the Closing Date due to the actions or inactions of the Buyer, its successors and/or assigns or any third party, and Buyer agrees that it will be solely responsible for any such environmental contamination. It is understood and agreed that Seller does not admit any liability for any environmental contamination, and liability on the part of Seller is expressly denied.

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(e)                                  The provisions of this Section 2.2  shall survive Closing or termination of this Agreement.

2.3                               Due Diligence Period. Buyer shall have until 5 p.m. (prevailing New York City, New York time) on the last day of the Due Diligence Period to inspect the Property, to conduct and prepare studies, tests and surveys and to investigate and review any and all matters relating to the Property which Buyer shall reasonably deem appropriate, including, without limitation, zoning matters, environmental matters, the Plans, the Property Contracts, the Permits, the Leases, the Records, the Title Commitment and the condition of the Property. In connection with Buyer’s review of the Property, Seller, respectively, shall deliver to Buyer within five (5) business days after the signing of this Agreement copies of the documents described on the Due Diligence Checklist attached hereto as Exhibit “C” and made a part hereof, including copies (if any) of (i) the most recent tax bills, (ii) the most recent title report and survey of the Property as are available, (iii) each of the Leases and any amendments thereto, (iv) all Property Contracts, (v) all Plans, (vi) all Permits, (vii) all Records, (viii) all Warranties, (ix) all environmental reports and studies relating to the Property and (x) all unrecorded developer’s agreements. All of the foregoing tests, investigations and studies shall be conducted by Buyer or its agents at Buyer’s sole risk, cost and expense. Prior to any such entry unto the Property, Buyer shall afford Seller not less that one (1) business day’s advance written notice of such inspection. Buyer covenants and agrees that none of its tests, investigations or studies shall materially interfere with or disrupt in any manner whatsoever (hereinafter referred to collectively as “Interference”) (x) the operation of any Property or any part thereof by any Seller or any tenant under any Lease or (y) the conduct of business by any Seller or any tenant under any Lease. Prior to entry on any Property by Buyer, Buyer shall deliver to Seller certificates of insurance (prepared on an insurance certificate form known as an “Accord 27”) from an insurance company or companies reasonably satisfactory to Seller, naming Seller and any other party requested by Seller as additional insureds which certificates shall evidence policies of insurance insuring against claims for bodily injury, death and property damage with confirmed single limit amounts of $1,000,000.00 and aggregate amounts of $2,000,000.00. So long as no Interference results therefrom, Seller will provide Buyer and its agents with access to all structures located on the respective Property to permit Buyer to fully conduct its due diligence activities. Buyer shall repair and restore any damage caused to the Property as a result of entry by Buyer or its agents or representatives. Buyer shall defend, indemnify and hold Seller harmless from and against any and all damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) suffered or incurred by Seller or any tenant under any Leases with respect to all claims for personal injury, death or for loss or damage to property in connection with Buyer’s or its agents’, representatives’, contractors’ or subcontractors’ entry onto the Property and/or performance of such studies, tests and surveys. Buyer’s indemnification obligations under this Section 2.3 shall survive the Closing or termination of this Agreement.

2.4                               Buyer’s Right to Terminate. Buyer shall have until 5:00 p.m. (prevailing New York City, New York time) on the last day of the Due Diligence Period within which to notify Seller and Escrow Agent in writing (hereinafter referred to as a

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“Termination Notice”), of its election to terminate this Agreement in its entirety (but not otherwise, except as set forth in Section 2.5(b)(ii) hereof), for any reason or for no reason whatsoever. If this Agreement is terminated pursuant to the provisions of this Section 2.4, (i) this Agreement shall terminate and be of no further force and effect, (ii) no party hereto shall have any further rights or obligations hereunder (except for representations, warranties and/or any indemnity obligations of any party pursuant to the provisions of this Agreement which expressly survive termination of this Agreement), and (iii) the Escrow Agent shall immediately return the Deposit to Buyer. If Buyer shall not deliver an appropriate Termination Notice within the time period set forth herein, Buyer shall be deemed to have accepted the results of its due diligence examination of the Property, this Agreement shall remain in full force and effect and Buyer shall have no further right to cancel or terminate this Agreement, except as otherwise expressly provided herein. If Buyer terminates this Agreement, Buyer shall promptly return all due diligence material provided by Seller.

2.5                               Prepayment of Existing Loans.

Buyer hereby acknowledges that the Property is currently subject to that certain mortgage loan generally described on Exhibit “D” attached hereto and made a part hereof (hereinafter collectively referred to as the “Existing Loan”) made by the Lender (hereinafter referred as the “Existing Lender”) identified on Exhibit “D” hereto. Buyer and Seller hereby acknowledge and agree that Buyer is not assuming the obligations of the Seller under the Existing Loan, and that all principal and accrued and unpaid interest under the Existing Loan shall be prepaid out of the proceeds of the Closing of the transactions contemplated hereby. Notwithstanding the foregoing, Seller agrees to reasonably cooperate with Buyer’s efforts to cause the Existing Lender to assign the Existing Loan documents to Buyer’s lender (if any) at Closing.

ARTICLE 3

The Closing

3.1                               Time and Place. Consummation of the transactions contemplated hereby (hereinafter referred to as the “Closing”) shall take place using the services of Chicago Title Insurance Company (“Chicago Title”), as escrow agent. Seller and Buyer shall deliver all of their respective closing documents in escrow to Chicago with instructions on the distribution of the documents at such time as Chicago Title has wired to Seller the net funds due Seller in accordance with the closing statement agreed upon between the parties. The Closing shall take place on a date to be agreed upon by Seller and Buyer (hereinafter referred to as the “Closing Date”), which date shall not be later than October 22, 2004.

3.2                               Closing. At the Closing (or such earlier date as set forth herein), Seller and Buyer shall take such actions and deliver such agreements and other instruments and documents necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with the terms hereof, including, without limitation, the following:

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(a)     Buyer shall deliver to Seller the portion of the Purchase Price payable pursuant to Section 1.2(c) hereof and the Escrow Agent shall deliver the Deposit to the Seller.

(b)    Seller and Buyer shall execute and deliver closing statements each in a form reasonably acceptable to Seller, Buyer and their respective counsel.

(c)     Seller shall convey and transfer to Buyer good and insurable title to the Property, subject to the Permitted Exceptions, by executing, acknowledging and delivering to Buyer (the “Deed”).

(d)    Seller and Buyer shall execute and deliver assignment and assumption agreements in substantially the form attached hereto as Exhibit “E” and made a part hereof, duly executed and acknowledged by Seller and Buyer and in proper form for recording (if necessary), pursuant to which Seller will assign to Buyer all of Seller’s rights, title and interest as lessor in and to the respective Leases, and pursuant to which Buyer will assume all obligations as lessor under the Leases. Seller will simultaneously deliver to Buyer an original executed copy of each of the Leases and all guarantees of the Leases and a letter, duly executed by the respective Seller, in form satisfactory to Buyer, addressed to each of the tenants under the Leases advising the tenants of the assignment of the Leases.

(e)     Seller shall cause each commercial tenant under each Lease to deliver to Buyer a written tenant estoppel certificate in the form required under each such Lease, or if no form is specified and if no form is generally used by a tenant in similar transactions, in substantially the form attached hereto as Exhibit “F” and made a part hereof.

(f)       Seller shall deliver to Buyer a rent roll for the Property owned by it containing a schedule of the Rents and other charges and payments due from tenants under the Leases, including without limitation any which are in arrears, all dated as of the Closing Date and certified by Seller as true and correct.

(g)    Seller shall deliver to Buyer an affidavit of title in customary form, duly executed and acknowledged by Seller.

(h)    Seller and Buyer shall deliver to the Title Company all documents, affidavits and instruments reasonably required by the Title Company and in a form reasonably acceptable to Seller, Buyer, their respective counsel and the Title Company.

(i)        Seller shall deliver to Buyer a limited liability company certificate, satisfactory to the Title Company and Buyer, with respect to the authority of Seller to approve this Agreement and the transactions contemplated hereby.

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(j)        Buyer shall deliver to Seller a corporate resolution, satisfactory to the Title Company and Seller, with respect to the authority of Buyer to approve this Agreement and the transactions contemplated hereby.

(k)     Seller shall deliver to Buyer all Plans, Property Contracts, Permits, Records and all other records pertinent to the ownership, operation, maintenance or use of the Property which are in such Seller’s possession. Seller and Buyer shall execute and deliver an assignment and assumption agreement, pursuant to which Seller will assign to Buyer all of such Seller’s right, title and interest in the Plans, Property Contracts, Permits and Records, and pursuant to which Buyer will assume all obligations with respect thereto.

(1)     Seller shall deliver to Buyer an affidavit stating that such Seller is not a “foreign person” as that term is defined pursuant to the Foreign Investment in Real Property Tax Act of 1980 (hereinafter referred to as “FIRPTA”).

(m)  Seller shall execute a notice to the Tenants of the Property in substantially the form attached hereto as Exhibit “G”, which notices shall be delivered to Buyer at Closing for Buyer to forward to the respective Tenants.

(n)    The parties shall execute and deliver to each other any other instrument or instruments (i) required to be delivered under any provision of this Agreement and (ii) reasonably requested by the attorney for either party in connection with this transaction.

(o)    To the extent obtained by Buyer (with Seller’s cooperation in accordance with Section 6.2(c) hereof), and to the extent paid for on before Closing by Buyer, Seller shall cause all Warranties to be transferred to the name of Buyer.

(p)    To the extent obtained by Seller in accordance with Section 6.2(c) hereof, estoppel certificates from parties to any reciprocal easement or similar agreement affecting the Property (hereinafter referred to as the “REA Estoppels”) in either the form prescribed by any such document or in substantially the same form attached hereto as Exhibit “H”.

(q)    Seller shall obtain from The Stop & Shop Supermarket Company LLC (formerly know as The Stop & Shop Supermarket Company) (“Stop & Shop”) a waiver of the right of first offer set forth in Article XX of that certain lease agreement between Seller and Stop & Shop, dated December 30, 2002, being assigned as part of the Closing in the form of Exhibit “I”.

(r)       Seller shall execute and deliver to Buyer’s auditors, KPMG, an audit letter in the form attached as Exhibit J, attached hereto and made a part hereof. In the event the audit of Property operations has not been performed by KPMG at or prior to the date of Closing, Seller agrees to

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execute and deliver the audit letter at such time as the audit is performed. The terms of this provision shall survive Closing.

3.3                               Delivery of Possession. Possession of the Property shall be delivered to Buyer at the Closing upon execution and delivery of the Deed free of all tenancies and occupants, except with respect to tenants under the Leases.

ARTICLE 4

Apportionments and Allocation of Expenses

4.1                               Credits and Prorations. Subject to any provision of this Agreement to the contrary, the following items shall be apportioned for the calendar year in which the Closing occurs as of midnight on the calendar day immediately preceding the Closing: (a) all Rents, revenues and other income, if any, from the Property, (b) real estate taxes; (c) water and sewer charges and other utility charges, if any, (d) all security deposits under Leases shall be credited to Buyer at Closing, and (e) any other income, expense or other items relating to the Property which is customarily prorated between a purchaser and a seller of real property in the counties in which the Property is located.

4.2                               Other Adjustments.

(a)                                  Notwithstanding anything contained in Section 4.1 hereof, any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable during the year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments, plus interest and penalties, if any, which relate to the period before Closing and Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing, subject to the provisions of Section 4.2(b) of this Agreement.

(b)                                 Except as otherwise provided herein, any expense amount which cannot be ascertained with certainty as of Closing (and for which Buyer and Seller are unable to adjust and/or allocate at or prior to Closing) shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration ninety (90) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Buyer shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Buyer shall prepare, and certify as correct, a final proration statement which shall be subject to Seller approval. Upon the acceptance and approval by Seller of any final proration statement submitted by Buyer, such statement shall be conclusively deemed to be accurate and final.

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(c)                                  All rents, including without limitation all basic rent, additional rent, CAM charges, tenant real estate tax reimbursements and all amounts due and payable to the landlord under the Leases (hereinafter collectively referred to as “Rents”), shall be prorated and adjusted as of the Closing Date based upon the number of days in the month in which the Closing occurs. In furtherance of the foregoing, and in furtherance of the desire of Buyer and Seller to negotiate appropriate credits for all tenant matters, Seller shall prepare all CAM reconciliations for calendar year 2004 prior to the end of the Due Diligence Period, and shall deliver copies thereof to Buyer. Based upon (i) the overpayments and underpayments shown on the CAM reconciliations (ii) the delinquency, if any, at such time in the payment of Rent by any Tenants and (iii) the existence, if any, of any unpaid tenant improvements or leasing commissions or any unexpired free rent periods (hereinafter collectively referred to as “Tenant Concessions”) Buyer and Seller shall negotiate in good faith with each other appropriate credits to one another to be allocated at Closing in connection with the Leases. Such good faith negotiations shall include negotiations with respect to Rents which remain unpaid on and as of the anticipated Closing Date, as well as allocation of responsibility for the economic effect of the payment or realization of Tenant Concessions, it being the intent of the Buyer and Seller to negotiate fair and equitable credits such that (i) Seller will have no claims against Tenants following Closing for past due Rent, CAM payments, other additional rent and Tenant Concessions, (ii) Seller will owe no additional payments to Buyer in respect of Rent, CAM payments, other additional rent and Tenant Concessions, and (iii) Buyer will owe no additional payments to Seller in respect thereof.

(d)                                 All common area expenses, maintenance, taxes other than real estate taxes (such as rental taxes), other expenses incurred in operating the Property, and any other costs incurred in the ordinary course of business or in the management and operation of the Property, shall be prorated on the basis of the actual number of days elapsed (monthly or annually, as applicable). Subject to the negotiations referred to in Section 4.2(c) hereof, Seller shall pay all such expenses that accrue prior to Closing and Buyer shall pay all such expenses accruing as of the Closing Date and thereafter. Seller and Buyer shall obtain billings and meter readings as of the Closing Date to aid in such prorations, to the extent available or necessary.

(e)                                  Buyer shall be entitled to a credit in the amount of the tenant security deposits set forth on Schedule 4.2(e) attached hereto.

(f)                                    Subject to the final sentence of Section 4.2(b) hereof, the provisions of this Section 4.2 shall survive Closing.

4.3                               Transaction and Closing Costs.

(a)                                  Seller and Buyer shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.

(b)                                 Seller shall pay the fees of counsel representing Seller in connection with this transaction. In addition, Seller shall also pay the following costs and expenses:

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(i) any realty transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property;

(ii) the fees for any consultants which have been hired or retained by Seller in connection with the transactions contemplated by this Agreement;

(iii) one-half of all survey and title charges;

(c)  Buyer shall pay the fees of counsel representing Buyer in connection with this transaction, if any. In addition, Buyer shall also pay the following costs and expenses:

(i) one-half of all survey and title charges;

(ii) the cost of appraisals, Environmental Assessments of the Property prepared on Buyer’s behalf or at Buyer’s direction;

(iii) the fees for recording the Deed and any other recordable Transfer Documents;

(iv) except as set forth in Section 9.1 hereof, the fees for any other brokers or consultants which have been hired or retained by Buyer in connection with the transaction contemplated by this Agreement; and

(v) the fees and expenses of the Escrow Agent, as set forth in Section 1.2(d)(i) hereof.

(d)                                 All costs and expenses incident to the transaction contemplated hereby and the closing thereof, and not specifically described above, shall be paid by the party incurring same.

(e)                                  The provisions of this Section 4.3 shall survive the Closing or termination of this Agreement.

4.4                               Master Lease.

Simultaneously with the Closing, Seller shall enter into a master lease (the “Master Lease”) with Buyer for all of the vacant space (“Vacant Space”) at the Property (currently estimated to be 11,700 s.f.) at a rental rate of $15.00 p.s.f. plus the pro rata share of CAM and taxes for a period of two (2) years. Pursuant to the Master Lease Seller shall make monthly payments in advance on the first day of each month of the term for rent, CAM and taxes. The determination of the square footage of the Vacant Space shall be made as of the date of the Closing. Subsequent to the Closing and prior to the end of the two (2) year Master Lease, if any portion of the Vacant Space is leased and put in service (“Leased Space”), the Master Lease shall terminate as to the applicable Vacant Space as of such date. “Leased Space” shall mean space for which: (i) a tenant has executed a lease for any portion of the Vacant Space, accepted its space, subject to any

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normal punch list items, and (ii) opened for business to the public, and (iii) commenced the payment of full rent, common area maintenance and taxes, and (iv) all the leasing commissions and tenant improvement allowances having either paid for by Seller or credited to Buyer, and (v) a certificate of occupancy or its equivalent occupancy permit issued by the local governmental authorities, for such tenant’s respective demised premises, and (vi) the tenant executes and delivers an acceptable estoppel certificate to Buyer. Notwithstanding the foregoing, in the event a ground lease is entered into for any portion of the Property the term “Leased Space” for such ground lease parcel shall mean space for which: (i) a tenant has executed a ground lease; and (ii) a tenant has commenced the payment of full rent, common area maintenance and taxes, and (iii) all the leasing commissions and tenant improvement allowances having either paid for by Seller or credited to Buyer; and (iv) the tenant executes and delivers an acceptable estoppel certificate to Buyer. It is understood that at no time shall Buyer be entitled to receive a rental payment from a tenant and also a rental payment attributable to such tenant from the Master Lease (whether due to partial satisfaction of the Leased Space criteria, or otherwise), and Buyer agrees to immediately remit such duplicate payment to Seller upon receipt.

4.5                     Vacant Space Escrow.

Seller shall escrow with Escrow Agent the sum of $30.00 p.s.f. for tenant improvements and leasing commissions for the Vacant Space (the “Vacant Space Escrow”). Subsequent to the Closing and prior to the end of the two (2) year Master Lease, if any portion of the Vacant Space is leased and put in service (“Leased Space”), Seller shall be entitled to immediately receive from escrow agent the sum of $30.00 p.s.f. for the applicable Leased Space. If, at the end of the two (2) year Master Lease, there then exists any Vacant Space, the amount remaining in the Vacant Space Escrow attributable to tenant improvements and leasing commissions for the then Vacant Space shall be released to Buyer.

ARTICLE 5

Representations and Warranties

5.1                               Seller Representations and Warranties. Seller, hereby makes the following representations and warranties to Buyer as of the date of this Agreement, which representations and warranties shall be true and correct as of the Closing Date as a condition to Buyer’s obligation to close hereunder:

(a)                                  Seller is a limited liability company duly organized, validly existing and in good standing under the laws of its state of formation. Seller has all requisite power and authority to own and operate its Property and carry on its business with respect to such Property as now being conducted. Seller has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Neither the execution, delivery and performance by Seller of this Agreement, nor the consummation of the transactions

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contemplated hereby or thereby will violate or conflict with any provision of the articles of organization or operating agreement of Seller.

(b)                                 Seller is not a “foreign person” as such term is defined pursuant to FIRPTA.

(c)                                  The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby and thereby, will not violate any provision of Seller’s organization documents.

(d)                                 The Leases are the only leases and tenancies in effect with respect to the Property and no individuals or entities occupy the Property or any portion thereof except pursuant to the Leases. The copies of the Leases previously delivered or to be delivered to Buyer are or will be true, correct and complete copies of all the Leases and any amendments thereto. Except as disclosed herein or in the Leases, copies of which shall be reviewed by Buyer during the Due Diligence Period, no Lease provides the tenant thereunder with a right of first refusal to purchase its demised premises or any of the Property.

(e)                                  No Seller has received any written notice from a tenant under any Lease of such tenant’s intention to vacate or abandon its demised premises prior to the end of the term of its Lease. The applicable Seller shall promptly provide Buyer with a copy of any written notice of default under any Lease given or received between the date hereof and the date of the Closing.

(f)                                    No Seller has received any written notice from any tenant under any Lease which claim any default by Landlord thereunder. The applicable Seller shall promptly provide Buyer with a copy of any written notice of default under any Lease given or received between the date hereof and the date of the Closing.

(g)                                 Except as otherwise disclosed to Buyer, no Seller has received any written notice of any violations of any federal, state or municipal zoning, fire, environmental, building or other laws, codes, statutes, ordinances, orders, regulations or requirements affecting the Property owned by it, the terms of which have not been complied with, and Seller will promptly notify Buyer of the receipt of any written notice of any such violations received by such Seller between the date hereof and the date of the Closing.

(h)                                 There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or actions pursuant to any other debtor relief laws contemplated by any Seller or pending against such Seller and regarding the Property owned by it.

(i)                                     No tenant is entitled to any rent concessions or “free rent” under the terms of any of the leases, all tenant improvement allowances due under any of the leases have either been paid, or if not yet due and payable, will be escrowed by Seller from the net funds due Seller at the Closing, with Chicago Title.

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(j)                                     Schedule 5.1(j) sets forth any unpaid leasing commissions and the amount hereof. All leasing commissions for which a lien could be filed shall be paid on or before the Closing Date

5.2                               Buyer’s Representations and Warranties. Buyer hereby makes the following representations and warranties to Seller as of the date of this Agreement, which representations and warranties shall be true and correct as of the Closing Date as a condition to Seller’s obligation to close hereunder.

(a)                                  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Buyer has the requisite power and authority to enter into this Agreement and the Buyer Ancillary Documents, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by Buyer and no consents of any third parties are necessary for Buyer’s execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby. Neither the execution, delivery and performance by Buyer of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or conflict with any provision of the documents and instruments under which Buyer is constituted.

(b)                                 No action or other proceeding whatsoever is now pending or, to the best knowledge of Buyer, threatened against Buyer or any shareholders, partners, members or owners, as the case may be, of the foregoing which calls into question or seeks to set aside or enjoin any of the approvals or authorizations of the transactions contemplated by this Agreement, or the performance of Buyer’s obligations hereunder, or which will or may otherwise impede the Closing.

(c)                                  Buyer has all funds available to it which are sufficient to consummate the transaction contemplated by this Agreement.

(d)                                 Buyer fully understands the nature and significance of the transactions provided for in this Agreement and the limitations provided in Section 2.2 hereof and elsewhere herein. Buyer is satisfied with the amount being paid by it for the Property, as set forth herein, based and in sole reliance upon its own valuation of the Property and its review and analysis of the rent roll for each Property, reports of physical inspections (including without limitation, environmental inspections), business, operations, condition and prospects for the Property.

5.3                               Changed Circumstances. Seller and Buyer shall promptly notify the other in writing, if, after the execution of this Agreement and prior to the Closing, any event occurs or condition exists which renders any of the foregoing representations and warranties made by it materially untrue or misleading. All of the foregoing representations and warranties, respectively, shall be deemed made by Seller, respectively, and Buyer on the date of this Agreement and at the time of the Closing.

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5.4                               Survival of Representations and Warranties; Limitation on Seller’s Liability. Unless otherwise set forth in this Agreement, the representations and warranties of Seller and Buyer, respectively, as set forth in this Article 5 and elsewhere in this Agreement and in any other agreements, affidavits, estoppels, instruments or other documents executed by any of the Seller in connection with the transactions contemplated hereby (hereinafter collectively referred to as the “Closing Documents”) shall survive Closing for six (6) months. In the event that the Closing for the transactions contemplated herein occurs, and to the extent that, thereafter, Buyer incurs any actual costs or losses during the six (6) month period referred to above as a result of any incorrect representations or warranties made by Seller hereunder or under the Closing Documents which exceed $25,000.00. No claims based upon any incorrect representation or warranties may be brought by Buyer to the extent that the costs or losses actually incurred by Buyer do not individually or collectively exceed the Minimum Threshold, and no such claims may be brought at any time following the six-month anniversary of the Closing. In addition, to the extent that Buyer actually knows at or prior to Closing that any of Seller’s representations or warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s knowledge. Without limitation, Seller shall not have any liability in connection with this Agreement by reason of any inaccuracy of a representation or warranty if and to the extent that such inaccuracy has been identified by Seller by notice to Buyer or otherwise is actually known by Buyer at the time of Closing (whether matters contradicting any representation or warranty is contained in any Exhibit or Schedule to this Agreement, whether such matters are contained in any materials delivered to Buyer by or on behalf of Seller, or whether such matters are contained in any study, test, analysis or report prepared by or for the benefit of Buyer in connection with the transactions contemplated hereunder), and Buyer consummates the Closing.

ARTICLE 6

Additional Agreements

6.1                               Operations Pending Closing. Between the date of execution of this Agreement and the Closing, Seller shall comply with all covenants, conditions, restrictions, laws, statutes, rules and regulations and ordinances applicable to the Property, and shall own, manage and operate the Property in a manner consistent with past practices and shall use reasonable and prudent efforts to preserve for Buyer the favorable relationships which Seller has with tenants, suppliers, vendors and others having ongoing relationships with the respective Property. Seller (a) may, at Seller’s option, after prior notice to Buyer, in the ordinary course and consistent with Seller’s current practices, negotiate with prospective tenants, and (b) enter into Leases (on terms that Seller believes, in its good faith business judgment, to be market terms), enforce Leases and perform landlord’s obligations under the Leases (other than with respect to Leases that have been or that are in the process of being terminated). Seller shall not, without first obtaining written consent of Buyer, which consent shall not be unreasonably withheld, conditions or delayed, enter into new Leases or modify the terms of or

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terminate any Leases. In addition, Seller shall promptly notify Buyer, in writing, of (i) any default beyond applicable grace periods committed by any tenants (other than defaults in the payment of rent, adjustments for which will be made at Closing) and (ii) any written notices received from any tenants regarding Seller’s defaults or any tenant’s intention to terminate its lease.

6.2                               Mutual Cooperation. Seller and Buyer agree to cooperate fully with one another in connection with the transactions contemplated herein during the Due Diligence Period. In furtherance of the foregoing, Seller agrees to (a) to provide contact information to Buyer with respect to persons who prepared previous surveys, environmental assessments and appraisals, if any, with respect to the Property, (b) to execute all documents (at no cost to Seller) to effectuate the transfer to Buyer of any Warranties and (c) to use its commercially reasonable efforts (which for purposes of this Section 6.4(e) shall not require any Seller to incur unreasonable costs) to obtain the REA Estoppels.

Article 7

Risk of Loss

7.1                               Casualty.

(a)                                  If, at or prior to Closing, any damage, destruction or casualty shall have occurred as to which a tenant (i) has the responsibility to repair and restore the Property under its respective Lease and (ii) has no right of rent abatement or offset, in full or in part as a result of such casualty, the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price.

(b)                                 (i) If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs, which damage, destruction or casualty creates loss valued at ten (10%) percent or less of the Purchase Price, then this Agreement shall continue in full force and effect and the Seller shall give written notice of such event to Buyer (which notice will include a description of the nature, extent and estimated amount of damage or loss suffered by the Property in connection with such casualty), in which event the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price, and the Seller shall (A) assign to Buyer at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty, (B) pay to Buyer at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Purchase Price equal to the deductible unless tenants are responsible for the deductible in CAM. The Seller shall cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty.           The Seller shall not settle or adjust any such insurance claim without Buyer’s prior written consent. Seller shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further deterioration.

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(ii)                                  If, at or prior to Closing, any other damage, destruction or casualty, of any Property, occurs which damage, destruction or casualty creates a loss valued in excess of ten (10%) percent of the Purchase Price allocated to such Property, then the Seller shall notify Buyer in writing (hereinafter referred to as a “Seller Casualty Notice”), which Seller Casualty Notice will include a description of the nature, extent and estimated amount of damage or loss suffered by the affected Property in connection with such casualty. Within ten (10) days after receipt of the Seller Casualty Notice, Buyer shall notify the applicable Seller, in writing, as to whether (A) Buyer will elect to proceed to Closing or (B) Buyer will elect to terminate this Agreement. If Buyer does not make such written election within the time period specified above, Buyer will be deemed to have made the election set forth in clause (A).

(iii)                               If Buyer makes (or is deemed to have made) the election set forth clause (A) of Section 7.1(b)(ii) above, then this Agreement shall continue in full force and effect and the parties shall proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price, and the Seller shall (A) assign to Buyer at Closing all of its rights to and interest in all proceeds of casualty insurance and business interruption and rent loss insurance relating to the period from and after the date of Closing payable on account of such casualty and (B) pay to Buyer at Closing an amount equal to the full amount of the deductible applicable under such insurance policies, by way of a credit against the Purchase Price equal to the deductible. The Seller shall cooperate reasonably with Buyer before and after Closing to file and process an insurance claim for all insured loss arising out of such casualty. The Seller shall not settle or adjust any such insurance claim without Buyer’s prior written consent. The Seller shall have no obligation to repair or restore any Property other than necessary measures as may be necessary to secure any such Property from natural elements, vandalism or further deterioration.

7.2                               Condemnation. If, at or prior to the time of Closing, all or any portion of any Property shall be condemned or taken pursuant to any governmental or other power of eminent domain, any written notice of taking or condemnation with respect to all or any portion of a Property is issued, or any proceedings are instituted by any governmental authority having the power of eminent domain to take all or any portion of such Property, then (a) the Seller shall notify Buyer in writing of such action, (b) Buyer shall proceed to closing with a reduction in the Purchase Price equal to any condemnation award previously paid to the Seller, (c) the Seller shall assign to Buyer at the time of Closing all of such Seller’s right to any unpaid condemnation awards and (d) such Seller shall convey the entire Property (or remainder thereof) to Buyer.

ARTICLE 8

Remedies Upon Default

8.1                               Time of Essence. If full performance of this Agreement is not completed by the Closing Date, either party shall have the right after such date to declare time to be of the essence of this Agreement by giving notice of such election to the other party. Such notice shall contain a declaration that time is of the essence and shall fix the time,

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date and place of final settlement, which date may not be sooner than twenty (20) days nor later than thirty (30) days following the effective date of giving such notice.

8.2                               Default by Buyer. In the event the sale of the Property as contemplated hereunder is not consummated due to Buyer’s default hereunder, Seller shall be entitled, as its sole remedy, to terminate this Agreement and receive the Deposit as liquidated damages, and not as a penalty, for the breach of this Agreement (which shall operate to terminate this Agreement and release Buyer and Seller from any and all liability hereunder other than with respect to those representations, warranties and/or indemnities which survive termination of this Agreement), it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are difficult, if not impossible, to determine and the Deposit and any accrued interest thereon, is a reasonable estimate thereof. Seller expressly waives its right to seek compensatory or consequential damages in the event of Buyer’s default hereunder.

8.3                               Default by Seller. In the event the sale of the Property as contemplated hereunder is not consummated due to a default by all Seller hereunder, Buyer shall be entitled, at its election, as its sole remedy, (a) to waive such default and close title in accordance with the terms of this Agreement without any reduction of the Purchase Price, (b) to receive the return of the Deposit which shall operate to terminate this Agreement and release Buyer and Seller from any and all liability hereunder (other than with respect to those representations, warranties and/or indemnities which survive termination of this Agreement), or (c) to enforce specific performance of the Seller’s obligations to convey the Property to Buyer in accordance with the terms of this Agreement, including a claim for reasonable attorney’s fees and costs of suit.

ARTICLE 9

Agents and Commission

9.1                               Brokers. With respect to the transaction contemplated by this Agreement, Seller and Buyer represent that the sole broker is Jeffrey R. Dunne, CB Richard Ellis (hereinafter referred to as the “Broker”), which is to paid a commission pursuant to separate agreement. In the event that any claim for commission or finder’s fee other than the Broker’s Fees is brought by any person or entity as a consequence of the transaction contemplated hereby and as a result of any action or omission of Seller or Buyer, then Seller or Buyer, as the case may be, shall hold harmless the other party against any loss, cost or expense of any nature, including, but not limited to, court costs and reasonable attorney’s fees arising as a consequence of the claim for the commission or fee. The terms of this Section 9.1 shall survive the Closing or termination of this Agreement.

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ARTICLE 10

Miscellaneous

10.1                        Notices. Every notice or other communication required or contemplated by this Agreement by any party shall be in writing and shall be delivered by (i) personal delivery, (ii) internationally recognized express courier, such as Federal Express, UPS or DHL or (iii) facsimile with a confirmation copy sent simultaneously in the manner contemplated by clauses (i) or (ii) of this Section 10.1, in each case addressed to the party for whom intended at the following address:

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or at such other address as the intended recipient previously shall have designated by written notice to the other parties. Notice by registered or certified mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or equivalent, and in the absence of such record of delivery, the effective date shall be presumed to have been the third (3rd) business day after it was deposited in the mail. All notices and other communications required or contemplated by this Agreement to be delivered in person or sent by courier shall be deemed to have been delivered to and received by the addressee and shall be effective on the date of personal delivery; notices delivered by facsimile with simultaneous confirmation copy by registered or certified or equivalent mail or courier shall be deemed delivered to and received by the addressee and effective on the date sent. Notice not given in writing shall be effective only if acknowledged in writing by a duly authorized representative of the party to whom it was given.

10.2                        No Recording. Neither Seller nor Buyer shall cause or permit this Agreement nor any memorandum hereof to be filed of record in any office or place of public record and if Buyer or Seller shall fail to comply with the terms hereof by recording or attempting to record the same, such act shall not operate to bind or cloud title to the Property. If either party or counsel acting for either party shall cause or permit this Agreement, a copy hereof, or a memorandum hereof to be filed in an office of place of public record, the other party, at its option, may treat such act as a default under this Agreement.

10.3                        No Agency. This Agreement shall not constitute an appointment of any of the parties hereto as the legal representative or agent of any other party hereto nor shall any party hereto have any right or authority to assume, create or incur in any manner any obligation or other liability of any kind, express or implied, against, or in the name or on behalf of, the other party hereto.

10.4                        Severability. In the event any provision of this Agreement shall be determined to be invalid or unenforceable under applicable law, all other provisions of this Agreement shall continue in full force and effect unless such invalidity or unenforceability causes substantial deviation from the underlying intent of the parties expressed in this Agreement or unless the invalid or unenforceable provisions comprise an integral part of, or in inseparable from, the remainder of this Agreement. If this Agreement continues in full force and effect as provided above, the parties shall replace the invalid provision with a valid provision which corresponds as far as possible to the spirit and purpose of the invalid provision.

10.5                        Assignment and Succession. Except as expressly permitted herein, no party may assign or otherwise transfer any rights, interests or obligations under this Agreement (excluding an assignment resulting by operation of law as a result of the merger or consolidation of any such party) without the prior written consent of the other party, which consent may be withheld in the sole and absolute discretion of such party for any reason whatsoever or for no reason. This Agreement shall inure to the benefit of the parties hereto and to their respective permitted successors and assigns. Notwithstanding

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the foregoing, within ten (10) days prior to Closing, Buyer shall have the right to notify Seller of the names of its nominee entity taking title to the Property.

10.6                        Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement or consent to any departure by any party therefrom, shall in any event be effective without the written concurrence of the other party hereto. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. No notice to or demand on any party in any case shall entitle any other party to any other or further notice or demand in similar or other circumstances.

10.7                        Further Assurances. Each of the parties hereto agrees that, from and after the Closing, upon the reasonable request of the other party hereto and without further consideration, such party will execute and deliver to such other party such documents and further assurances and will take such other actions (without cost to such party) as such other party may reasonably request in order to carry out the purpose and intention of this Agreement including but not limited to the effective consummation of the transactions contemplated under the provisions of this Agreement. The provisions of this Section 10.7 shall survive Closing.

10.8                        Absence of Third-Party Beneficiaries. No provisions of this Agreement, express or implied, are intended or shall be construed to confer upon or give to any person or entity other than the parties hereto, any rights, remedies or other benefits under or by reason of this Agreement unless specifically provided otherwise herein, and except as so provided, all provisions hereof shall be personal solely between the parties to this Agreement.

10.9                        Governing Law; Jurisdiction. The validity, construction, performance and enforceability of this Agreement shall be governed in all respects by the laws of the State of Connecticut, without reference to the choice-of-law principles thereof. Buyer and Seller agree to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement. In furtherance of such agreement, the parties hereto agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the each party in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the party by registered or certified mail to, or by personal service at, the respective addresses listed in Section 10.1 herein (or as otherwise established by notice to the other party), whether such address may be within or without the jurisdiction of any such court. The parties hereto further agree that the venue of any litigation arising in connection with this Agreement or in respect of any of the obligations of the parties hereto under this Agreement, shall, to the extent permitted by law, be in Fairfield County, Connecticut.

10.10                 Interpretation. This Agreement, including any exhibits, schedules and amendments, has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. Each party has been

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represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the parties and this Agreement.

10.11                 Entire Agreement. The terms of this Agreement and the other writings referred to herein (including but not limited to all schedules, exhibits, addenda, and related agreements) and delivered by the parties hereto are intended by the parties to be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement, together with the exhibits and schedules hereto shall constitute the complete and exclusive statement of its terms and shall supersede any prior agreement with respect to the subject matter hereof.

10.12                 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.

10.13                 Expenses. Each of the parties agrees to pay its own expenses in connection with the transactions contemplated by this Agreement, including without limitation legal, consulting, accounting and investment banking fees, whether or not such transactions are consummated.

10.14                 Consents. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing.

10.15                 Headings. The article and section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

10.16                 Waiver of Trial by Jury. EACH PARTY HEREBY WAIVES, IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OR SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

10.17                 Confidentiality.

(a)                                  Buyer shall use is best efforts, and cause its attorneys, representatives and consultants (hereinafter collectively referred to as the “Buyer Parties”) to use their best efforts, to use all information, documents, surveys, leases and other materials provided to them by the Seller hereunder (hereinafter collectively referred to as the “Due Diligence

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Materials”) exclusively for the purpose of evaluating the merits of a possible purchase of the Property as contemplated by this Agreement and not for any other purpose whatsoever. Buyer further agrees, except as may be required by applicable law, that it will not disclose any Due Diligence Materials or use them to the detriment of any Seller.

(b)                                 In the event this Agreement is terminated prior to the consummation of the purchase and sale contemplated hereunder, all Due Diligence Materials and all copies thereof will be returned to Seller promptly. All analyses, compilation, studies or other documents prepared by or for Buyer and reflecting any Due Diligence Material or otherwise based thereon will be (at Buyer’s option) either (i) destroyed or (ii) retained by Buyer in accordance with the confidentiality restrictions set forth in this Section 10.17.

(c)                                  Buyer acknowledges that the Due Diligence Materials are proprietary in nature and that Seller would suffer significant and irreparable harm in the event of the misuse or disclosure of the Due Diligence Materials. Without affecting any other rights or remedies that either party may have, Buyer acknowledges and agrees that Seller shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any breach or threatened breach of the provisions of this Agreement relating to confidentiality by any Buyer Party.

(d)                                 Buyer hereby indemnifies and holds harmless Seller from and against all loss, liability, claim, damage and expense arising out of any breach of this Section 10.17 by Buyer or by any Buyer Party.

(e)                                  Prior to Closing neither party shall issue any press release or public statement with respect to the transactions contemplated by this Agreement without the prior consent of the other party, except to the extent such release or statement is required by law or the regulations of the Securities and Exchange Commission or the New York Stock Exchange, and (ii) after Closing, any such release or statement issued by Seller or Buyer shall be subject to the review and approval of the other respective party (which approval shall not be unreasonably withheld). If Seller or Buyer is required by law to issue a release or statement, such party shall, at least two (2) Business Days prior to the issuance of same, deliver a copy of the proposed release to the other party for its review.

(f)                                    This Section 10.17 shall survive Closing and any termination of this Agreement.

10.18                 Drafts not an Offer to Enter into a Legally Binding Contract. The submission of a draft, or a marked up draft, of this Agreement by one party to another is not intended by either party to be an offer to enter into a legally binding contract with respect to the purchase and sale of the Property. The parties shall be legally bound with respect to the purchase and sale of the Property pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a matter acceptable to each of the parties in their respective sole discretion, including, without limitation, all of the Exhibits hereto, and Seller and Buyer have fully executed and delivered to each other a counterpart of this Agreement, including, without limitation, all Exhibits hereto.

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10.19                 Exculpation. This Agreement and all documents, agreement, understandings, and arrangements relating to this transaction have been executed by the undersigned in his capacity as Managing Member of Coram Property Development LLC, and neither the officer executing this Agreement nor the members, managers or officers of the Seller shall be bound or have any personal liability hereunder. Neither Seller, on the one hand, or Buyer, on the other hand, will seek recourse or commence any action against the officer of the other executing this Agreement or any of the members, managers or officers of the other, or any of their personal assets, for the performance or payment of any obligation hereunder or thereunder. The foregoing shall also apply to any future documents, agreement, understandings, arrangements and transactions between or among the parties.

10.20                 Intentionally Deleted.

10.21                 Business Day. As used herein, the term Business day means any day other than a Saturday, Sunday and any other day which is a legal holiday in the State of Connecticut on which offices of the State of New York are routinely scheduled to be closed.

10.22                 Tax Free Exchange (a) Seller reserves the right to include this transaction as part of a tax-deferred exchange under Section 1031 of the Code for the benefit of such Seller, so long as the same is at no cost, expense or liability to Purchaser. Each member of Seller expressly reserves the right to assign, on or before the Closing Date, its rights (but not its obligations) hereunder to a “Qualified Intermediary” as defined in, and provided for, in IRC Reg. 1.1031(k)-1(g)(4). Purchaser agrees to execute any and all documents as are reasonably necessary in connection with such exchange, provided that the closing of this transaction for the conveyance of the Premises shall not be contingent upon or subject to the completion of such exchange. In connection herewith, and for the purpose of engaging in such an exchange, each member of Seller may make such transfers prior to the Closing of its interest in the Premises or in such Seller to its shareholders, partners (general or limited), members and/or principals in their individual capacities as may be required by such member of Seller for the purpose of holding title to the Premises, provided that any such transfer shall be subject to the terms of this Contract and shall not in any way alter or modify the obligations of such member of Seller hereunder. In the event of any such transfer, Purchaser acknowledges that the shareholders, partners (general or limited), members, principals of such member of Seller shall not, by virtue of such transfer accept or consent to any personal liability under the terms of this Contract and that Seller shall remain solely liable for any obligations contained herein regardless of any such transfer.

(b) Purchaser reserves the right to include this transaction as part of a tax-deferred exchange under Section 1031 of the Code for the benefit of Purchaser, so long as the same is at no cost, expense or liability to Seller. Purchaser expressly reserves the right to assign, on or before the Closing Date, its rights (but not its obligations) hereunder to a “Qualified Intermediary” as defined in, and provided for, in IRC Reg. 1.1031(k)-1(g)(4). Seller agrees to execute any and all documents as are reasonably necessary in connection with such exchange, provided that the closing of this transaction for the

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conveyance of the Premises shall not be contingent upon or subject to the completion of such exchange.

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IN WITNESS WHEREOF, the parties hereto have set executed or caused their duly authorized representatives to execute this Agreement of Purchase and Sale as of the day and year first written above.

The undersigned hereby joins in this Agreement solely in its capacity as Escrow Agent and solely to evidence its agreement to be bound by the terms of Sections 1.2(b) and (d) hereof and acknowledge receipt of the $400,000.00 Good Faith Deposit.

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