CONTRACT FOR SALE AND PURCHASE



     THIS CONTRACT FOR SALE AND PURCHASE (the "Agreement") executed as of the

Effective Date (as herein defined), by and between the Seller, as herein

defined, and GETTY PROPERTIES CORP., a Delaware corporation ("Buyer"), whose Tax

Identification Number is 11-2232705;



                                   WITNESSETH:



     WHEREAS, Seller is the owner of certain property and other interests herein

referred to and defined as the "Property"; and



     WHEREAS, Buyer desires to purchase the Property and Seller desires to sell

the Property to Buyer, all in accordance with the terms herein set forth;



     NOW, THEREFORE, for and in consideration of the premises and mutual

covenants hereinafter contained and in consideration of the funds paid

simultaneously with the execution of this Agreement, Seller agrees to sell and

Buyer agrees to buy the Property upon the following terms and conditions:



     1. DEFINITIONS



     The terms defined in this Paragraph shall have the respective meanings

stated in this Paragraph for all purposes of this Agreement, except as otherwise

expressly provided or unless the context otherwise requires. Other defined terms

are set forth elsewhere in this Agreement.



          (a) "ABOVEGROUND STORAGE TANK" shall have the meaning ascribed to such

term under any applicable federal, state or local statute, law, ordinance, code,

rule, regulation, order ruling, or decree governing Aboveground Storage Tanks.



          (b) "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday,

Thursday and Friday, between the hours of 8:30 AM and 5:00 PM, except for such

days on which commercial banks doing business in the State of Florida or in the

State of New York are required to be closed for the transaction of business.





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL

TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED.

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          (c) "CLOSING" shall mean the action whereby Seller conveys or causes

to be conveyed to Buyer, and Buyer purchases and accepts legal title to Seller's

right, title and interest in the Property.



          (d) "CLOSING AGENT" shall mean the Title Company.



          (e) "DISCHARGE" means the presence, spilling, leaking, dumping,

discharging, releasing, migrating, or emitting, as any of such terms may further

be defined in any Environmental Law, into or through any medium including,

without limitation, ground water, surface water, land, soil or air of any

Hazardous Substances.



          (f) "DUE DILIGENCE COSTS" means the actual, documented, out-of-pocket

costs and expenses paid by Buyer to third parties, in connection with Buyer's

due diligence activities with respect to the Property, which are incurred from

and after the Effective Date. In no event shall Due Diligence Costs reimbursed

to Buyer in the case of a Seller default exceed the sum of Two Hundred Fifty

Thousand and 00/100 Dollars ($250,000.00).



          (g) "EFFECTIVE DATE" shall be the date when the last one of the Seller

and Buyer has properly executed the Agreement and shall also be the date from

which commences any time period used for measuring performance or events

hereunder.



          (h) "ENVIRONMENTAL LAWS" means all federal, state, regional or local

statutes, laws, rules, regulations, codes, common law rulings, orders, plans,

injunctions, decrees, rulings, and changes or ordinances or judicial or

administrative interpretations thereof, or similar laws of foreign jurisdictions

where the Buyer or Seller conducts business, whether currently in existence or

hereafter enacted or promulgated, any of which govern (or purport to govern) or

relate to pollution, protection of the environment, public health and safety,

air emissions, water Discharges, hazardous or toxic substances, solid or

hazardous waste or occupational health and safety, as any of these terms are or

may be defined in such statutes, laws, rules, regulations, codes, orders, plans,

injunctions, decrees, rulings and changes or ordinances, or judicial or

administrative interpretations thererof, including without limitation: the

Comprehensive Environmental Response, Compensation and Liability Act of 1980, as

amended ("CERCLA"); the Solid Waste Disposal Act, as amended by the Resource

Conservation and Recovery Act of 1976 and subsequent Hazardous and Solid Waste

Amendments of 1984, 42 U.S.C. Section 6901 et seq. (collectively, "RCRA"); the

Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 5101, et

seq. (the "Hazardous Materials Transportation Act"); the Clean Water Act, as

amended, 33 U.S.C Section 1311, et seq. (the "Clean Water Act"); the Clean Air

Act, as amended, 42 U.S.C. Section 7401-7642 (the "Clean Air Act"); the Toxic

Substances Control Act, as amended 15 U.S.C. Section 2601 et seq. (the "Toxic

Substances Control Act"); the Federal Insecticide, Fungicide, and Rodenticide

Act, as amended, 7 U.S.C. Section 136-136y ("FIFRA"); the Emergency Planning and

Community Right-to-Know Act of 1986, as amended, 42 U.S.C. Section 11001, et

seq. (Title III of SARA) ("EPCRA"); and the Occupational Safety and Health Act

of 1970, as amended, 29 U.S.C. Section 651, et seq. ("OSHA").





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          (i) "ESCROW AGENT" shall mean the Title Company.



          (j) "HAZARDOUS SUBSTANCES" shall be construed broadly to include any

substance, material, or waste, and any other contaminant, pollutant or

constituent thereof, whether liquid, solid, semi-solid, sludge and/or gaseous,

and shall include, without limitation, chemicals, compounds, by-products,

pesticides, asbestos containing materials, petroleum or petroleum products,

methyl-tertiary butyl ether, and polychlorinated biphenyls, the presence of

which requires investigation or remediation under any Environmental Laws or

which are or become regulated, listed or controlled by under or pursuant to any

Environmental Laws, including, without limitation, RCRA, CERCLA, the Hazardous

Materials Transportation Act, the Toxic Substances Control Act, the Clean Air

Act, the Clean Water Act, FIFRA, EPCRA and OSHA, or any similar state statute,

or any future amendments to, or regulations implementing such statutes, laws,

ordinances, codes, rules, regulations, orders, rulings, or decrees, or which has

been or shall be determined or interpreted at any time by any governmental

authority to be a hazardous or toxic substance regulated under any other

statute, law, regulation, order, code, rule, or decree.



          (k) "IMPROVEMENTS" shall have the meaning set forth in Section

2(a)(ii) of this Agreement.



          (l) "KICKOUT OPTION" means the right and option of Buyer to elect to

exclude from the purchase and sale certain specific Parcels in accordance with

the specific terms and provisions herein set forth, while leaving this Agreement

in effect for the remaining Parcels. Buyer shall have a Kickout Option only in

the limited circumstances described in this Agreement, and only if Buyer

exercises the Kickout Option in accordance with the terms and provisions

specifically set forth herein. If Buyer exercises its Kickout Option, the

Purchase Price shall be reduced by the "Kickout Value" applicable to the

excluded Parcel(s), as set forth on Exhibit "A"; and this Agreement shall be

ineffective as to the Parcels excluded by means of the Kickout Option, except as

otherwise specifically provided herein. Except to the extent provided in this

Agreement to the contrary, the number of Kickout Options that may be exercised

by Buyer is limited by each of the following provisions:



               (i) in no event may Buyer exercise Kickout Options for more than

     five (5) Parcels, no matter the reason for exercise of the Kickout

     Option(s); and



               (ii) the number of Kickout Options, as described in subparagraph

     (i) is further limited so that in no event may the cumulative "Baseline

     Value Variance" (as shown on the schedule attached as Exhibit A) exceed One

     Million Dollars ($1,000,000.00).



     If Buyer endeavors to exercise its Kickout Option for Parcels in excess of

     those that would be permitted under the limitations described in (i) and/or

     (ii), the first validly-exercised Kickout Options shall be effective and

     any





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     subsequent efforts to exercise Kickout Options shall be ineffective and

     invalid.



     If Buyer exercises a Kickout Option for one or more Hawaii Parcels, all

     Hawaii Parcels shall be kicked out and excluded from this Agreement, and

     Buyer shall be deemed to have exercised Kickout Options for three (3)

     Parcels.



Notwithstanding the foregoing, the Kickout Option is in addition to any other

rights, including termination rights, that Buyer may have under the specific

terms of this Agreement.



          (m) The term "KNOWLEDGE", when used in this Agreement (whether or not

such term is capitalized) in reference to the knowledge of Seller shall in each

event refer to, and be limited to, the actual knowledge (and not deemed or

imputed knowledge) of the following persons employed by or affiliated with

Seller: Thomas Glenn Kindred, Jr. and Dale van Gelder.



          (n) "LAND" shall mean the land included in the Parcels described on

Exhibit "A", annexed hereto and made a part hereof, either individually as to a

Parcel or collectively as to all Parcels, as the context may require.



          (o) "LICENSES" means all licenses, certificates, permits, approvals

and registrations.



          (p) "PARCEL" shall mean each of the Parcels described on Exhibit "A",

together with the Improvements located on such Parcel and the Personalty

associated with such Parcel.



          (q) "PERMITTED EXCEPTIONS" shall mean, collectively those

restrictions, covenants, agreements, easements, matters and things of fact or of

record affecting title to a Parcel that are shown or listed as exceptions on any

title policy received by Seller (or Seller's affiliates) at the time of

acquisition of title to such Parcel (with copies of such documents being

furnished to Buyer during the Inspection Period), other than matters related to

Seller's financing, if any, and other matters subject to which title to the

Property is to be sold by Seller and purchased by Buyer pursuant to this

Agreement.



          (r) "PROPERTY" shall mean all Parcels, together with all other rights

and interests to be conveyed by Seller to Buyer under the terms of this

Agreement.



          (s) "SELLER" shall mean each of the following entities, individually

and collectively, and their successors and assigns:



               (i) CNL NET LEASE FUNDING 2003, LLC, a Delaware limited liability

     company;



               (ii) CNL NET LEASE FUNDING 2001, LP, a Delaware limited

     partnership;





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{PAGE}



               (iii) USRP HOLDING CORP., a Texas corporation;



               (iv) REAL ESTATE HOLDINGS III, LLC, a Delaware limited liability

     company;



               (v) USRP (KATY), L.P., a Texas limited partnership;



               (vi) USRP FUNDING 2001-A, LP, a Delaware limited partnership;



               (vii) USRP (HAWAII), LLC, a Texas limited liability company;



               (viii) USRP (BOB), LLC, a Texas limited liability company;



               (ix) USRP (JENNIFER), LLC, a Texas limited liability company;



               (x) USRP (STEVE), LLC, a Texas limited liability company;



               (xi) USRP (SARAH), LLC, a Texas limited liability company



               (xii) USRP (Gant 1), LLC, a Texas limited liability company;



               (xiii) USRP (Gant 2), LLC, a Texas limited liability company;



               (xiv) NET LEASE FUNDING 2005, LP, a Delaware limited partnership;

     and



               (xv) CNL APF Partners, LP, a Delaware limited partnership.



          (t) "SELLER PARTIES" means Seller and any officer, director, partner,

shareholder, partnership, employee, agent, representative, affiliate,

predecessor, successor and assign of Seller. A sale or merger of a Seller or

Seller Party shall not be a default by Seller hereunder, so long as the

successor entity complies with Seller's obligations hereunder.



          (u) "SERVICE CONTRACTS" shall mean any and all contracts relating to

or affecting the use or operation of one or more Parcels, such as service,

maintenance, and similar agreements. A description of the existing Service

Contracts shall be provided by Seller to Buyer on or before February 9, 2007.





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          (v) "SUBSTANTIALLY DAMAGED" means that the Improvements and/or

Personalty (as the case may be) as to a Parcel have been damaged by fire or

other casualty to the extent that the estimated cost of repair (according to a

contractor selected by Seller, in its discretion, is more than One Hundred

Thousand and 00/100 Dollars.



          (w) "TITLE COMPANY" or "TITLE AGENT" shall mean the office(s) of Land

America Title Insurance Company selected by Seller.



          (x) "UNDERGROUND STORAGE TANK" shall have the meaning ascribed to such

term in Section 6901 et seq., as amended, of RCRA, or any applicable state or

local statute, law, ordinance, code, rule, regulation, order ruling or decree

governing underground storage tanks.



     2. DESCRIPTION OF THE PROPERTY.



          (a) The property and interests to be sold, conveyed, transferred and

assigned pursuant to this Agreement (collectively, the "Property") includes the

following rights and interests:



               (i) Fee simple title, or a leasehold interest (as specified by

     Exhibit A), attached hereto and incorporated herein by this reference as to

     the Parcels of land described on such exhibits (the "Land").



               (ii) The building improvements and other structures now or on the

     Closing Date situated upon the Land, together with all fixtures located

     therein or affixed thereto, and including any Aboveground Storage Tanks and

     Underground Storage Tanks owned by Seller (being referred to collectively

     as the "Improvements"). The Land and Buildings may collectively be referred

     to as the "Premises". As soon as possible, but not later than the end of

     the Inspection Period, Seller shall deliver to Buyer a list of Aboveground

     Storage Tanks and Underground Storage Tanks that to Seller's Knowledge are

     owned by Seller.



               (iii) Any and all equipment, appliances, apparatus, furnishings,

     machinery and personalty, affixed to, placed upon, located in or used in

     connection with the use, occupancy or operation of the Premises and owned

     by Seller, if any, and without warranty (the "Personalty").



               (iv) All rights and interests of Seller in, to and under any

     leases encumbering the Premises, as they may from time to time be executed,

     terminated, and/or modified in accordance with the terms hereof ("Leases").

     Buyer shall investigate the status of the Leases during the Inspection

     Period, including the estoppels delivered by Tenants, landlords, or Seller

     in accordance with this Agreement.





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{PAGE}



               (v) All rights and interests of Seller under the terms of the

     Service Contracts (as herein defined), as they may from time to time be

     executed, terminated, and/or modified in accordance with the terms hereof.



          (b) Unless this Agreement specifically otherwise provides, Seller

shall assign and convey to Buyer at Closing, in the deed of conveyance or

otherwise, and without representation or warranty, any and all easements,

appurtenances, hereditaments, licenses, grants of right or other agreements

benefiting a Parcel of the Land; and any land lying in the bed of any street,

road, alley or avenue, opened or proposed, adjoining a Parcel, any award to be

made in lieu thereof, and any unpaid award for damages to a parcel of the Land

by reason of change of grade of any street.



          (c) Exhibit A, which may be a composite exhibit of two or more

spreadsheets, sets forth the type of estate owned by Seller with respect to the

Land, Improvements and Personalty comprising each Parcel. The interests and

estates to be purchased, sold, transferred and insured shall be the type of

interests and estates (i.e. fee simple or leasehold), as set forth on Exhibit A

with respect to each Parcel.



     3. PURCHASE PRICE AND METHOD OF PAYMENT.



          (a) The purchase price ("Purchase Price") for the Property shall be

Eighty-Six Million Six Hundred Forty-Eight Thousand Two Hundred Thirty-Eight and

00/100 Dollars ($86,648,238.00). The Purchase Price shall be payable as follows:



               (i) One Million and 00/100 Dollars ($1,000,000.00) as an initial

     earnest money deposit ("Initial Deposit") by wire-transferred funds paid by

     Buyer to Escrow Agent upon the execution and delivery hereof. Buyer and

     Seller shall execute a standard and reasonable form of escrow agreement

     required by Escrow Agent as a condition to holding the Deposit.



               (ii) One Million and 00/100 Dollars ($1,000,000.00) as an

     additional earnest money deposit (the "Second Deposit"), on or before the

     last day of the Inspection Period (as herein defined) by wire-transferred

     funds by Buyer to the trust account of Escrow Agent, if Buyer elects to

     proceed with the purchase of the Property. The Initial Deposit and Second

     Deposit shall be collectively referred to as the "Deposit". Failure of

     Buyer to pay the Second Deposit as and when required hereunder shall allow

     Seller to terminate this Agreement by written notice to Buyer, at any time

     until receipt and written notice of acceptance of the Second Deposit by

     Escrow Agent.



               (iii) The balance of the Purchase Price, plus or minus such

     amounts resulting from prorations and adjustments required by this

     Agreement, by wire transfer to the Escrow Agent's trust account no later

     than the close of business on the day prior to the Closing Date.





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          (b) The Deposit shall be retained or disbursed pursuant to the

provisions of this Agreement and when the Closing occurs the Deposit will be

credited to Buyer on the Closing Statement against the total Purchase Price and

paid to Seller.



          (c) The Escrow Agent shall invest the Deposit in federally insured

short-term account or accounts reasonably acceptable to Buyer and Seller, the

identity of which shall be supplied to Buyer and Seller. The Escrow Agent may

not commingle the Deposit with other funds of Escrow Agent. Interest on the

Deposit (if any) shall accrue to the benefit of Buyer unless and until the

Deposit is released to Seller pursuant to the provisions of this Agreement as a

result of the default of Buyer in which event interest shall accrue to the

benefit of Seller.



          (d) The Escrow Agent is acting as a stakeholder only with respect to

the Deposit, and if there is any dispute as to whether the Escrow Agent is

obligated to deliver the Deposit or as to whom the Deposit is to be delivered,

the Escrow Agent may refuse to make delivery and may continue to hold the

Deposit until receipt by the Escrow Agent of an authorization in writing, signed

by both Seller and Buyer, directing the disposition of the Deposit; in the

absence of any such written authorization, the Escrow Agent shall hold the

Deposit until a final determination of the rights of the parties in an

appropriate proceeding or shall bring an appropriate action or proceeding for

leave to deposit the Deposit in a court of competent jurisdiction pending such

determination. Seller and the Buyer recognize that the Escrow Agent' s duties

hereunder are only as specifically provided herein and are purely ministerial in

nature; and Seller and Buyer therefore agree that the Escrow Agent shall, so

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