(Address)

(Date)

RE: 1234 South Street (APNs: through)

Dear Sean:

This letter shall serve to express our interest in purchasing the above referenced Property. The
pertinent terms and conditions of our offer to purchase are outlined below. The terms of this
Letter of Intent are intended to be binding upon the parties as described herein:

1. Property: 1234 South Street, consisting of approximately ______ square feet

of land and approximately _______ square feet of building,
together with any and all other improvements located on the
Property and assignment of all leases and contracts pertaining to
the Property. ____________ is the sole owner of the Property and
all assets associated with the Property and intended to be
transferred as described herein.

2. Buyer: __________________, or its assignee or designee

3. Purchase Price: ____________________ ($___________),

4. Deposit: BUYER shall deposit __________________ ($________) with

_______Escrow in _____________, promptly upon execution of
this Letter Of Intent. If BUYER is not, for any reason, satisfied
with its evaluation of the Property, the Deposit shall be retained by
BUYER without any obligation to SELLER.

5. Review & Inspection

Period: BUYER shall have THIRTY (30) days commencing upon the last
to occur of (a) the complete execution of this Letter of Intent, (b)
receipt of SELLER’S deliveries described below, and (c) execution
of a binding agreement for the acquisition of the Property to
complete its due diligence evaluation of the Property. BUYER'S
evaluation of the Property shall include but not be limited to a
physical inspection of the Property, review of title matters, leases,
operating contracts, permits, plans, environmental and asbestos
surveys and tests, financial feasibility, and any other studies
required for BUYER to evaluate the Property to its sole
satisfaction. Due diligence period does not begin until SELLER's
deliveries (described below) are satisfied.

3833790v3
 If BUYER does not approve of the Property during the Review and
Inspection Period, escrow shall be canceled, BUYER shall
immediately be returned its Deposit and any interest thereon, and
BUYER and SELLER shall have no further obligations to each
other. If BUYER approves of the Property, the BUYER shall
place an additional _____________________ ($_____________)
into escrow and the entire Deposit of
_____________________($______________) shall become
applicable to purchase price.

6. Seller’s Deliveries: Within five (5) days of execution of this Letter of Intent, SELLER
shall deliver to BUYER a preliminary title commitment with
copies of all title exceptions, all leases and contracts which affect
the Property, past twenty four (24) months of books and records
including property management reports and, if available, surveys,
building plans, property reports, environmental reports, soils
studies, appraisals, governmental correspondence, property taxes
and assessed value, statement of insurance coverage and premiums
by policy type and copies of insurance policies, copies of
certificate of occupancy, maintenance and laundry agreements and
any other items in SELLER’S possession which may be helpful in
BUYER'S review of the Property or may otherwise be requested
by BUYER.

7. 1031 Tax Deferred

Exchange: Both Parties agree to use commercially reasonable efforts to
cooperate with one another should either party desire to effect a
1031 tax deferred exchange, at no cost or liability to the other
party.

8. Title: The Purchase Price shall include all personal property, equipment
and all related matters which are used in the operation and
ownership of the Property. At Closing, SELLER shall convey
merchantable fee title to the Property to BUYER, which shall be in
fee simple and clear of all liens and encumbrances, except general
real estate taxes not yet due and payable and subject only to those
title exceptions approved in writing by BUYER. SELLER will not
enter into new leases or contracts, or amend existing leases or
contracts, which have not previously been approved by BUYER.

SELLER will provide at its cost, a current ALTA survey of the

Property from Chicago Title in Pasadena and will provide BUYER
with an ALTA Owners Extended Title Policy. SELLER will pay
any transfer or conveyance or stamp tax incident to the deed of
conveyance to the Property. BUYER and SELLER shall pay those
other closing costs as is the custom in Los Angeles County.

2
3833790v3
9. Close of Escrow: The close of escrow shall occur THIRTY (30) days after
BUYER'S approval of the Review and Inspection Period (BUYER
and SELLER share equally in the payment of Escrow Fees).

10. Access Commencing on the execution of this Letter of Intent, BUYER and
its agents shall be allowed reasonable access to the Property prior
to closing.

11. Estoppels At least 15 days prior to close of escrow but no more than 30 days
prior to close of escrow, SELLER shall furnish to BUYER an
estoppel certificate in form and substance acceptable to BUYER
from each tenant certifying that the lease is in full force and effect,
that there are no outstanding landlord obligations or defaults and
such other certifications as BUYER may reasonably request.

12. Brokerage Fees SELLER shall be responsible for all fees payable to broker, agent,
consultant or finder or the alike by virtue of the transaction
contemplated by this Letter of Intent and hereby agrees to
indemnify, defend and hold harmless BUYER from the claims of
third parties claiming any fees, commissions or other
compensation as a result of this transaction or any other actions of
SELLER. BUYER represents themselves and shall receive
commission of 2.5% of total purchase price.

13. Exclusive Right

To Negotiate. BUYER and SELLER agree that BUYER shall have the exclusive
right to negotiate for the purchase of the PROPERTY for a period
of 180 days (“Exclusivity Period”) from the date hereof and
SELLER shall not market the Property and shall refrain from
soliciting or accepting any other offers or engage in any
discussions concerning the sale of the Property with any third party
from the date hereof. SELLER further agrees that the BUYER
may record on the Property a lien on the Property to enforce the
provisions of this section of the Letter of Intent.

14. Letter of Intent: The Parties contemplate preparation of a more detailed purchase
and sale agreement containing additional terms and conditions that
are customary for a transaction of the nature contemplated in this
Letter of Intent and such other terms as may be agreed upon by the
parties, but it is understood and agreed that, subject to BUYER's
right to approve or disapprove its evaluation of the Property in its
sole discretion, this Letter of Intent is an enforceable agreement
and binds the parties to the purchase and sale of the Property on
the terms and conditions stated in this letter even if a more
definitive agreement is not executed.

3
3833790v3
PLEASE INITIAL THAT PARAGRAPH 14 WAS COMPLETELY READ AND SELLER
AGREES THAT THIS AGREEMENT IS BINDING.

__________ __________
SELLER BUYER

If the terms of this letter are acceptable to you, please sign below and we will prepare a formal
purchase contract for your review. Thank you for your consideration.

Sincerely,

By: _____________________________________

Name:___________________________________

Its: _____________________________________

Agreed & Accepted:

SELLER: ____________________________

By:__________________________________

Name:________________________________

Its:___________________________________

Date:________________________________

4
3833790v3