AGREEMENT OF SALE AND PURCHASE

BETWEEN

HSOV MANHATTAN TOWERS, LP,

a Delaware limited partnership,

as Seller

AND

WELLS OPERATING PARTNERSHIP II, L.P.,

a Delaware limited partnership

as Purchaser

pertaining to

1230 and 1240 Rosecrans Avenue, Manhattan Beach, California

EXECUTED EFFECTIVE AS OF

April 1, 2004

TABLE OF CONTENTS

(i)

(ii)

LIST OF EXHIBITS

(iii)

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this Agreement) is entered into and effective for all purposes as of April 1, 2004 (the Effective Date), by and between HSOV MANHATTAN TOWERS, LP, a Delaware limited partnership (Seller), and WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (Purchaser).

In consideration of the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1:

Affiliate means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Purchaser or Seller, as the case may be. For the purposes of this definition, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have the meanings correlative to the foregoing.

Agreement has the meaning ascribed to such term in the opening paragraph.

Authorities means the various governmental and quasi-governmental bodies or agencies having jurisdiction over Seller, the Real Property, the Improvements, or any portion thereof.

Broker has the meaning ascribed to such term in Section 11.1.

Business Day means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close.

CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendments Reauthorization Act of 1986 (42 U.S.C. 9601 et seq.), as the same may be amended.

Certificate as to Foreign Status has the meaning ascribed to such term in Section 10.3(e).

Certifying Party has the meaning ascribed to such term in Section 4.5.

Closing means the consummation of the purchase and sale of the Property contemplated by this Agreement, as provided for in Article X.

Closing Date means the date on which the Closing occurs, which date will be April 7, 2004, or such earlier date as may be selected by Purchaser in writing to Seller at least

one (1) Business Day in advance of such date or such later date to which Purchaser and Seller may hereafter agree in writing.

Closing Statement has the meaning ascribed to such term in Section 10.4(a).

Closing Surviving Obligations means the covenants, rights, liabilities and obligations set forth in Sections 3.2(a), 3.2(b) (subject to Section 16.1), 4.9, 5.2(d), 5.3, 5.5, 5.6, 8.1 (subject to Section 16.1), 8.2, 10.4 (subject to the limitations therein), 10.7, 11.1, 13.3, 16.1, 17.2, 17.14 and 17.15.

Closing Time has the meaning ascribed to such term in Section 10.4(a).

Code has the meaning ascribed to such term in Section 4.9.

Commitment has the meaning ascribed to such term in Section 6.2.

Deed has the meaning ascribed to such term in Section 10.3(a).

Deposit has the meaning ascribed to such term in Section 4.1.

Deposit Time means 10:00 a.m. Pacific Time on the Closing Date.

Documents has the meaning ascribed to such term in Section 5.2(a).

Earnest Money Deposit has the meaning ascribed to such term in Section 4.1.

Effective Date has the meaning ascribed to such term in the opening paragraph of this Agreement.

Environmental Laws means all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any Authorities and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Real Property or the Improvements, or any portion thereof, the use, ownership, occupancy or operation of the Real Property or the Improvements, or any portion thereof, or Purchaser, and as same have been amended, modified or supplemented from time to time prior to and are in effect as of the date of this Agreement, including but not limited to CERCLA, the Hazardous Substances Transportation Act (49 U.S.C. 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. 300f et seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. 7401 note, et seq.), the California Toxic Mold Protection Act, other comparable state and local laws, and any and all rules and regulations which are in effect as of the date of this Agreement under any and all of the aforementioned laws.

Escrow Instructions has the meaning ascribed to such term in Section 4.2.

Existing Survey has the meaning ascribed to such term in Section 6.1.

General Conveyance has the meaning ascribed to such term in Section 10.2(b).

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