AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT by and between Makor Properties, LLC, a Massachusetts limited liability company (?Makor? or ?Seller?) and Paladin Realty Partners, LLC (?Paladin? or ?Purchaser?) is made effective as of December 20, 2004.

W I T N E S S E T H:

1. Sale. Upon the terms and provisions and subject to the conditions hereof, on the Closing Date (hereinafter defined ), Seller shall grant, bargain, sell, convey and assign to Purchaser, and Purchaser shall purchase and accept from Seller, for the purchase price herein set forth, all of Seller?s undivided 63.86% interest in that certain parcel of land located in North Little Rock, Pulaski County, Arkansas, at 801 Fiber Optic Drive, commonly known as FEDEX GROUND consisting of approximately 10.95 acres of real property owned in fee simple by Seller and 801 FO, LLC (?801 FO?) and described on Exhibit ?A? attached hereto and incorporated herein by this reference (the ?Land?), including, to the extent owned by Seller, all of Seller?s right, title and interest in and to all strips and gores of land lying adjacent to the Land and Seller?s interest in all easements, privileges, rights of way, riparian and other water rights, if any, underlying any adjacent streets or roads, and appurtenances pertaining to or accruing to the benefit of the Land (?Other Rights?), and:

(a) All of Seller?s undivided 63.86% interest in and to all improvements, buildings, structures and fixtures (to the extent not owned by Tenant) located on the Land, presently consisting of a FEDEX GROUND DISTRIBUTION FACILITY building and related real property improvements located on the Land (the ?Improvements?); and

(b) All of Seller?s undivided 63.86% interest as landlord in and to that one certain lease (?Lease?) affecting the Land and the Improvements dated December 11, 2000, by and between the Seller and 801 FO, as successor landlords, and FedEx Ground Package System, Inc., a Delaware corporation (?Tenant?) (collectively, the ?Lease Interest?); and

(c) To the extent assignable, all of Seller?s undivided 63.86% interest in and to all intangible property, if any, owned by Seller and related to the Land and Improvements (but excluding cash and cash equivalents), including, without limitation, Seller?s rights and interests, if any, in and to the following (to the extent assignable): (i) all plans and specifications and other architectural and engineering drawings for the Land and Improvements; (ii) all warranties or guaranties given or made with respect to the Improvements; and (iii) all consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality with to respect

to the ownership, development, construction, leasing, or operation of the Land and Improvements (collectively, the ?Intangible Property?).

The Land, Improvements, Intangible Property and Other Rights are collectively hereinafter referred to as the ?Property? and Seller?s undivided 63.86% interest in the Property, Lease Interest and Intangible Property is hereinafter collectively referred to as ?Seller?s Undivided Interest? or ?Makor?s Undivided Interest?).

2. Purchase Price. The total purchase price to be paid to Seller by Purchaser for Seller?s Undivided Interest shall be TWO MILLION SIX HUNDRED EIGHTEEN THOUSAND TWO HUNDRED SIXTY and 00/100 DOLLARS ($2,618,260.00) (the ?Purchase Price?), payable as follows:

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