Ambassador Sale Contract Execution Version CONTRACT AGREEMENT made as of the 29th day of November, 2010 (this "Contract") between 175 Ambassador Realty, LLC, a Delaware limited liability company, having an office c/o Sentinel Real Estate Corporation,...

Ambassador Sale Contract

Execution Version

CONTRACT

AGREEMENT made as of the 29th day of November, 2010 (this "Contract") between 175

Ambassador Realty, LLC, a Delaware limited liability company, having an office c/o Sentinel

Real Estate Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Seller") and

Duke Realty Limited Partnership, an Indiana limited partnership having an office at 000 Xxxx 00 xx

Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000 ("Buyer").

WITNESSETH:

1. Sale, Definitions.

1.1 (a) Seller agrees to sell, assign, convey and transfer to Buyer and Buyer

agrees to purchase from Seller all that tract or parcel of land located in Naperville, Illinois and

described on Schedule 1 annexed hereto (the "Land"), together with the Improvements (as

defined in 1.3 (c)) located thereon, and all of Seller's right, title and interest to all easements and

appurtenances thereto, if any (the "Premises") for the price and on the terms hereafter stated.

(b) The Purchase Price for the Premises is NINETEEN MILLION FIVE

HUNDRED THOUSAND DOLLARS ($19,500,000), to be paid as follows:

(i) FIVE HUNDRED THOUSAND DOLLARS ($500,000) two (2)

business days after the Effective Date, to be deposited in escrow with Escrowee, to be disbursed

as provided in this Contract.

(ii) The balance of the Purchase Price, after application of the Deposit

(as defined in 1.3(j)), at Closing in cash.

1.2 All Closing cash payments shall be made by Buyer by wire transfer in Federal

funds to the Escrowee's account and by Escrowee to Seller's account at a bank designated by

Seller or as Seller shall otherwise direct.

1.3 For the purposes of this Contract, unless the context shall otherwise indicate, the

terms set forth below shall be defined as follows:

(a) The word "Closing" shall mean the consummation of the transactions

referred to in this Contract which shall occur upon the delivery of the deed described in 7.3(a),

the delivery of the other documents described in 7 and the payment of the Purchase Price as

provided in 1.1(b) and shall occur on December 3, 2010 (the "Closing Date"). Time shall be of

the essence with respect to the obligation of Buyer to purchase the Premises at Closing.

(b) The word "Buyer" shall include an assignee, approved by Seller or

authorized by the terms of 11, all in accordance with and subject to 11.

facilities on the Land, together with the fixtures owned by Seller and installed and used in

connection with the operation of the building and structure on the Land or located at the

Premises.

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(d) The words "Good Title" shall mean good and marketable title in fee

simple, free and clear of all liens, encumbrances, agreements, restrictions and burdens, except for

Permitted Encumbrances.

(e) The words "Permitted Encumbrances" shall mean the matters, exceptions

and state of facts affecting title to the Premises determined as provided in 2.4.

(f) The words "Termination Option" shall mean an option by a party to

terminate this Contract, to be exercised by written notice to the other party on the conditions set

forth with respect to the specific Termination Option, pursuant to which this Contract shall

terminate and neither party shall have any obligations of any nature to the other hereunder or by

reason hereof, except that the provisions of 2.2, 9, 10, 13, 17 and 21 shall survive that

termination and Escrowee shall return the Deposit to Buyer (less the sum of $100 which shall be

delivered by Escrowee to Seller as consideration to Seller for entering into this Contract and the

Termination Options provided herein) except for an exercise of the Termination Option provided

in 21.2 by Seller, in which case the Deposit shall be paid over as provided in 21.2. Time shall be

of the essence in the exercise or deemed exercise of any Termination Option granted in 2.4(b).

(g)

under this Contract.

The word "Escrowee" shall mean the Title Company, acting as escrowee

(h) The words "Title Company" shall mean First American Title Insurance

Company, National Commercial Services Division, 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000,

Xxxxxxx, Xxxxxxxx 00000.

(i) The words "Effective Date" shall mean the date on which both parties

shall have signed this Contract and shall be confirmed by notice from the later of the parties to

sign.

(j) The tern "Deposit" shall mean the sum of (i) the payment of $500,000 as

provided in 1.1(b)(i), and (ii) any income or interest earned on that sum as provided in 10.2.

(k) Phrases referring to "the knowledge of Seller" or words to similar effect

shall only refer to the actual knowledge of Xxxxxx X. Xxxxxx and the actual knowledge of any

other person or any knowledge which would be imputed to any of those persons or to Seller as a

matter of law shall not be deemed to be covered by those phrases.

(1) The phrase "Seller has not received any notice" shall mean that Seller has

not received originals or copies of written notices at its offices in New York of the subject matter

referred to in the representation.

(m) The words "Governmental Authority" shall mean the municipal, district,

state and Federal governments, and agencies, authorities, courts and officers of any of them

having jurisdiction of the Premises.

(n) The words "Legal Requirements" shall mean all laws, statutes, codes,

ordinances, acts, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses,

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authorizations, directions and requirements of all Governmental Authorities in force on the date

of this Contract.

(o) The word Tenant" shall mean SYX Distribution Inc., a Delaware

corporation.

(p) The word "Lease" shall mean, collectively, that certain Build-To-Suit

Lease Agreement dated April 21, 1995 by and among American National Bank and Trust

Company of Chicago, as Trustee under Trust Agreement dated January 31, 1995 and known as

Trust No. 120041-07 ("American National Bank") as landlord, Xxxxx, Xxxxxxx & Company, as

contractor, and Systemax Incorporated as tenant, as amended by that certain First Amendment to

Lease dated February 1, 2006 by and between Ambassador Drive LLC (successor to American

National Bank) and Global Computer Supplies Inc., a New York corporation (f/k/a Systemax

Incorporated), as assigned by that certain Assignment and Assumption of Lease dated

November, 2006 between Ambassador Drive LLC, as assignor, and Seller, as assignee, as further

amended by that certain Second Amendment to Lease dated November 28, 2006, and as assigned

by that certain Assignment and Assumption of Lease dated February 8, 2010 by and between

Global Computer Supplies Inc., a New York corporation, as assignor, and SYX Distribution Inc.,

a Delaware corporation, as assignee.

2. Buyer's Due Diligence, Acceptance, Covenants, Acknowledgments.

2.1 (a) Buyer has had access to the Premises and to the books and records of the

Premises pursuant to the terms of the Access Agreement (as defined in 2.2(a)) and has conducted

its due diligence with respect to the Premises and Buyer has accepted the financial, leasing,

operational and physical condition of the Premises, the legal compliance of the Premises, the

state of the title and survey of the Premises (subject to Seller's fulfilling the actions described in

the Title Response (as defined in 2.4(a)), at or prior to Closing), and the environmental condition

of the Premises and accepts the Premises "as is" in accordance with 2.3 of the Contract.

(b) Buyer has no Termination Option under this Contract, except as provided

in 2.4(b), 4, 5 or 21.1 of this Contract.

2.2 Buyer agrees as follows:

(a) Buyer shall comply with the terms of that certain Access Agreement by

and between Buyer and Seller dated October 20, 2010, which Access Agreement is hereby

incorporated into this Contract and made a part hereof. Notwithstanding anything to the contrary

in the Access Agreement, Buyer's obligation to indemnify and hold harmless Seller pursuant to

the Access Agreement shall not be subject to the limitation contained in 21.2.

(b) (i) Buyer shall not disclose, and shall not authorize any Related

Person (as defined below) to disclose, to any person (other than the persons described below or

as required by applicable Legal Requirement) any information relating to the Premises received

directly or indirectly from Seller or through Buyer's inspection and testing processes, unless and

until the contemplated transaction shall close. Buyer may make a disclosure of appropriate

information to any attorney, engineering consultant, accountant, or employee of the Buyer and to

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any person that is or may be providing equity or debt (either secured or unsecured) financing to

Buyer (such persons being called "Related Persons"), provided the Buyer has advised the Related

Persons of the confidential nature of the information and the existence of this agreement against

disclosure, and, if the Related Person is not regularly employed or retained by the Buyer, such

advice shall be in writing and shall also state that the Related Person is not authorized to disclose

any of such information, except as provided above.

(ii) Buyer hereby agrees that if the transactions contemplated herein do

not occur for any reason whatsoever, (including, but not limited to, the exercise of a Termination

Option by either party or a default by either party), Buyer shall destroy or return to Seller all

documents, surveys, or other written information of whatever kind or nature in the possession of

Buyer which have been provided by Seller in connection with the contemplated transactions.

(iii) Buyer's obligations pursuant to 2.2(b)(i) and 2.2(b)(ii) shall survive

the Closing or termination of this Contract pursuant to a Termination Option.

2.3 Buyer acknowledges that:

(a) Seller will deliver, or cause to be delivered, to Buyer and will make

available to Buyer reports, documents, books, records and other written and graphic material

pursuant to 2 and the other terms of this Contract that may have been prepared by persons other

than Seller or have been prepared by or on behalf of Seller in reliance on information provided

by persons other than Seller, that, except as expressly set forth in this Contract, Seller makes no

representation or warranty whatsoever, express or implied, with respect to the content,

completeness or accuracy or any such materials or with respect to any of the matters disclosed

thereby and that, except as expressly set forth in this Contract, Buyer releases Seller from all

claims and liabilities in connection with information that is contained in, or that might have been

contained in, such materials.

(b) Buyer is deemed to be fully familiar and satisfied with the condition and

repair of the Premises, the value, income, expenses and operation thereof, applicable land use

ordinances and regulations, legal compliance and the uses which may be made of the Premises,

and any other matter with respect thereto;

make any representations and warranties of any kind relating to the presence or absence of

asbestos, asbestos-containing material, radon, mold, lead-based paint or any hazardous materials

on, under, or adjacent to the Premises, and notwithstanding Seller making available any

environmental studies, reports and investigations, Buyer will be solely responsible for all

investigation or inquiry into such items and shall not make any claim against Seller for, and shall

hold Seller harmless from all costs of removal and remediation (including consequential

damages) of such items, including without limitation asbestos, radon, mold, asbestos-containing

materials, lead-based paint, hazardous materials and any such materials described in said

environmental studies, reports and investigations or the other materials referred to above.

(d) Except as expressly set forth in this Contract, neither Seller nor any agent

or representative of Seller has made, and Seller is not liable for or bound in any manner by, any

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express or implied warranties, guarantees, promises, statements, inducements, representations or

information pertaining to the Premises, or any part thereof, the physical condition, legal

compliance, income, expenses or operation thereof, the uses which can be made of the Premises

or any other matter or thing with respect thereto, and that without limiting the foregoing, except

as expressly set forth in this Contract, Seller is not liable for or bound by (and Buyer has not

relied upon) any verbal or written statements, representations, real estate brokers' "set ups" or

any other information respecting the Premises furnished by Seller or any broker, employee,

agent, consultant or other person representing or purportedly representing Seller.

(e) Except as expressly provided herein, no responsibility has been assumed

by Seller as to the condition or repair of the Premises or the value thereof or as to any other fact

which has or might affect the Premises or the condition, repair, value, expense of operation or

income potentials thereof.

(f) BUYER, BY RECORDATION OF THE DEED, SHALL ACCEPT THE

PREMISES "AS IS", "WHERE IS", AND "WITH ALL FAULTS" AS OF THE CLOSING

DATE, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER,

INCLUDING, WITHOUT ANY LIMITATION AS TO ITS CONDITION, FITNESS FOR ANY

PURPOSE OR MERCHANTABILITY OR COMPLIANCE WITH LEGAL REQUIREMENTS,

OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN

THIS CONTRACT OR AS SET FORTH IN THE DEED TO BE DELIVERED PURSUANT

TO 7.3(a) OF THIS CONTRACT.

2.4 (a) Buyer has delivered to Seller a copy of the latest existing survey of the

Premises prepared by Compass Surveying Ltd dated October 8, 2010, certified November 8, 2010

(the "Survey"). Buyer has obtained, at Seller's sole cost and expense, a title insurance

commitment issued by the Title Company (Effective Date October 22, 2010 (the "Title

Commitment"), setting forth the status of the title to the Premises, with copies of all documents

and other items referred to in the Title Commitment as exceptions (the Survey and the Title

Commitment being referred to the "Title Evidence"). Buyer has notified Seller of its objections to

the exceptions, defects or objections set forth in the Title Commitment and to the matters

disclosed by the state of facts shown on the Survey (such objections being referred to as the

"Exceptions") by letter dated November 19, 2010 ("Buyer's Title Notice"). Seller's counsel

responded to Buyer's Title Notice by letter dated November 24, 2010 (the "Title Response') and

Buyer has agreed that the actions to be taken by Seller at or prior to Closing pursuant to the Title

Response are acceptable. Buyer is deemed to have waived its right to object to any matter set

forth in the Title Evidence which was not included in Buyer's Title Notice and such exceptions,

defects, objections, or matters are deemed to be "Permitted Encumbrances". Seller shall satisfy,

and pay all costs in connection with the satisfaction of, any lien securing the payment of a

liquidated sum (other than any matter to be prorated as provided in 8) and shall take the actions

set forth in the Title Response, at or prior to Closing.

(b) If any title continuation after the search date of the Title Commitment

shall disclose any exception, defect or objection not shown on the Title Commitment, Buyer

shall have the right to object to that matter, exception, defect or objection, to be exercised within

a reasonable period of time, considering the pendency of the Closing, but in no event more than

two (2) business days after receipt of such title continuation. If Buyer so notifies Seller of an

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exception, defect or objection, Seller shall notify Buyer within two (2) business days after receipt

of Buyer's notice whether it will be able to cure or remove such exception, defect or objection .

If Seller shall notify Buyer that it is not able to cure or remove any such exception, defect or

objection, then Buyer shall, at its option, exercise a Termination Option on account of that matter

within two (2) business days after receipt of Seller's notice or Buyer shall be deemed to have

waived its objection to any such exception, defect or objection, it shall be deemed to be a

Permitted Encumbrance and this Contract shall continue in full force and effect in accordance

with its terms.

3. Representations and Covenants.

3.1 Seller represents to Buyer:

(a) Seller (i) is a duly organized and validly existing limited liability

company; (ii) is duly bound by the actions and execution hereof by the officer of its manager

who executed this Contract; and (iii) has the authority and power to enter into this Contract and

to consummate the transaction provided for herein.

(b) The execution and delivery by Seller of, and the performance and

compliance by Seller with the terms and provisions of, this Contract do not violate any of the

terms, conditions or provisions of (i) its operating agreement, (ii) any judgment, order,

injunction, decree, regulation or ruling of any court or other governmental authority to which

Seller is subject, or (iii) any agreement or contract listed on any Schedule to this Contract or any

other agreement or contract to which Seller is a party or to which it or the Premises are subject,

nor shall such execution, delivery, performance or compliance constitute a material default

thereunder or give to others any rights of termination or cancellation in or with respect to the

Premises. No consent, waiver or approval by any third party is required in connection with the

execution and delivery by Seller of this Contract or the performance by Seller of obligations to

be performed by Seller under this Contract.

claims (including without limitation any in respect of environmental protection Legal

Requirements) pending or expressly threatened in writing against or affecting Seller (in respect

of the Premises) or the Premises, at law or equity or before or by any Governmental Authority,

except as shown on Schedule 3.1(c).

(d) (i) The Rent Roll attached hereto as Schedule 3.1(d) is complete and

accurate in all material respects, and Seller shall provide an updated version of the Rent Roll to

Buyer at the Closing. The entirety of the Premises is demised to Tenant pursuant to the Lease.

A complete copy of the Lease has been furnished by Seller to Buyer, and the copy so provided is

true and complete. The Lease has not been amended, modified or terminated. Seller represents

and warrants that (i) to Seller's knowledge, the Lease is presently in full force and effect without

any default on the part of Tenant or Seller thereunder; (ii) Tenant has not prepaid rent by more

than thirty (30) days in advance; (iii) Seller has neither given nor received any written notice of

any default by Seller or Tenant pursuant to the Lease that remains uncured; and (v) there are no

leases or other agreements to occupy all or any portion of the Premises other than the Lease.

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(ii) Tenant has not been given free rent, any concession in the payment

of rent or any abatement in the payment of rent, except as set forth in the Lease. Tenant has not

paid rent (other than as held for security, if any) more than 30 days in advance, except as shown

on Schedule 3.1(d).

(iii) Seller has paid all costs required to be paid by the landlord to the

Tenant in connection with the leasing and preparation of space and has paid all obligations for

brokerage commissions and finders' fees incurred in entering into the Lease.

(e) The operating statements attached as Schedule 3.1(e) were prepared on a

cash basis (except for taxes, special assessments and insurance premiums) and are true and

correct in all material respects.

(f) Seller has not received any notice from a Governmental Authority of any

violation of a Legal Requirement with respect to the Premises that has not been cured.

(g) There are no service contracts or management agreements in effect at the

Premises that will be binding on Buyer after Closing.

(h) Seller will pay all expenses incurred in the operation of the Premises prior

to Closing (except for any such expenses prorated pursuant to 8).

(i) To Seller's knowledge, Seller is the sole owner of the Premises and no

person, other than Buyer, has any right, agreement, commitment, option, right of first refusal or

any other agreement, whether oral or written, with respect to the purchase, assignment or transfer

of all or any portion of the Premises, except as set forth in the Title Commitment. Seller has not

received a notice from any party claiming any unrecorded or undisclosed legal or equitable

interest in the Premises.

3.2 Between the Effective Date and the date of Closing, Seller agrees as follows:

(a) Seller shall not voluntarily create any liens, encumbrances, defects in title,

restrictions or easements (other than Permitted Encumbrances) affecting the Premises.

(b) Seller shall operate the Premises in substantially the same manner as

operated prior to the date of this Contract, will not execute any agreement that is not cancelable

on thirty days notice without penalty or premium, and will not execute any lease for any portion

of the Premises without Buyer's approval, which approval shall not be unreasonably withheld.

4. Title, Title Insurance and Closing Conditions.

4.1 If at Closing Seller is unable to convey to Buyer Good Title to the Premises

subject to and in accordance with the provisions of this Contract or is unable to satisfy any other

condition to Buyer's obligations under this Contract, then Buyer may either: (i) exercise a

Termination Option, or (ii) elect, as permitted by 4.2, to take such title as Seller is able to

convey. Seller shall be entitled to a reasonable adjournment (not to exceed in the aggregate

thirty (30) days after the scheduled last day for Closing) to remove any defects in, or objections

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to, Good Title or to fulfill any condition to the performance of this Contract, provided that if

Buyer waives the defect to Good Title, then Seller shall not adjourn the Closing as set forth

herein. Seller shall perform any action required by 2.4 or covered by Seller's notice referred to in

2.4, but Seller shall not be required to take or bring any action or proceeding or any other steps to

remove any other defects in, or other objections to, title or to expend any moneys therefor, and,

in the event Seller elects not to take any such steps, Buyer shall not have any right of action

against Seller, in law or in equity, for damages or specific performance.

4.2 Buyer at any time may accept such title as Seller can convey without reduction of

the Purchase Price or any credit or allowance on account thereof or other claim against Seller.

The recordation of the deed to Buyer shall be deemed to be full performance and discharge of

every agreement and obligation in 2.4 and 4.1 and every condition precedent to Buyer's

obligations in 6.1.

4.3 If the Premises shall at the time of Closing be subject to any liens, encumbrances

or other title exceptions that Buyer has objected to as provided in 2.4, those matters shall be

deemed a Permitted Encumbrance if the title insurer will issue or bind itself to issue a policy

which will insure Buyer against claims arising therefrom, collection thereof from or enforcement

thereof against the Premises.

5. Casualty and Condemnation.

5.1 The risk of any loss by fire or other casualty or by the taking of the Premises or

any part thereof by eminent domain shall be assumed solely by Seller until Closing, provided,

however, that in the event of a casualty or a taking causing a loss in an amount equal to or less

than three percent (3%) of the Purchase Price, this Contract shall remain in force without

reduction of the Purchase Price and the sum of the insurance proceeds collected and the

deductible under Seller's insurance policy less any sums applied to restoration of the Premises or

the condemnation award allowed shall be paid over to Buyer (or, if that amount has not been

collected by Seller before Closing, it shall be assigned to Buyer). Seller shall maintain full

replacement value insurance (or the equivalent) on the Improvements until the Closing Date.

5.2 If fire or other casualty shall cause a loss in an amount more than three percent

(3%) of the Purchase Price and the damage shall not be substantially restored or repaired by

Closing, or if a taking shall cause a loss in an amount more than three percent (3%) of the

Purchase Price, then Buyer may exercise a Termination Option within ten (10) days after Seller

shall give Buyer notice of the particular events. If Buyer does not timely exercise this

Termination Option, the parties will proceed as provided in 5.1 with respect to a casualty or a

taking causing a loss in an amount equal to or less than three percent (3%) of the Purchase Price.

5.3 If any event described in 5 shall occur, the provisions of 5 shall control, and the

Uniform Vendor and Purchaser Risk Act, or any successor statute thereto, or similar laws shall

not be applicable.

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6.Conditions Precedent.

6.1 As conditions precedent to Buyer's obligation to purchase the Premises and to

perform its other obligations under this Contract:

(a) No event described in 2.4, 4 or 5 for which Buyer has a Termination

Option shall have occurred (unless Buyer shall have waived, or shall have been deemed to waive

as expressly provided herein, such event).

(b) Seller shall have complied with its obligations under this Contract and

delivered all of the documents required by this Contract.

correct in all material respects, except for representations referring to Seller's knowledge when

Seller's knowledge of a state of facts differing from the representation first occurs because Buyer

has informed Seller of such fact or facts before the Decision Date, except to the extent that Seller

has agreed to undertake to correct a breach of the representations made known to Seller by

Buyer, then the correction of the breach shall be a condition precedent to Buyer's obligation to

purchase the Premises.

(d) Buyer shall have received not less than ten (10) days prior to the Closing

Date a Tenant Estoppel Certificate from Tenant, substantially in the form attached as Exhibit K

to the Lease, and such Tenant Estoppel Certificate shall not disclose any default on the part of

Seller or any fact that is inconsistent with any representation or warranty of Seller in this

Contract.

(e) If the Premises is located within a planned unit development governed by

a declaration of covenants, conditions and restrictions ("CC&Rs"), Seller shall deliver an

estoppel certificate (the "CC&R Estoppel") addressed to the Buyer, dated not earlier than thirty

(30) days before the Closing Date, from the declarant or property owners' association having

jurisdiction over the Premises indicating that (i) no fees or assessments levied against the

Premises are unpaid, and (ii) to the knowledge of the certifying party, the Premises is not in

violation of the CC&Rs.

6.2 As conditions precedent to Seller's obligation to transfer the Premises:

(a) No event for which Seller has a Termination Option shall have occurred.

(b) Buyer shall have made the payments provided in this Contract and

executed the documents referred to in this Contract.

7. Escrow and Closing.

7.1 Seller and Buyer agree to use commercially reasonable efforts to perform with

reasonable dispatch the acts to be done by each of them to satisfy the conditions precedent to the

Closing.

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7.2 (a) Concurrently with the execution of this Contract and the deposit of the

sum set forth in 1.1(b)(i), each party shall execute such separate escrow instructions with the

Escrowee as may be required by the Escrowee for the administration of the Deposit (as provided

in 10) and as are consistent with the terms of this Contract.

(b) On or before 2:00 p.m. on the business day before the date of Closing,

Seller and Buyer shall complete, execute and deposit into escrow the amounts, instruments and

documents described in 1.1(b), 7.3 and 7.4 (and shall simultaneously send copies thereof to the

other party) execute joint or parallel Closing escrow instructions to the Escrowee and advise the

Escrowee of the prorations and credits for all items referred to in 1.1(b) and 8, except the

Escrowee shall prorate real estate taxes and allocate the costs of the title insurance premiums and

other closing costs as provided in this Contract.

Closing in form ready for wiring by the Escrowee by 12:00 Noon Eastern time on the date of

Closing. Escrowee shall complete Closing by recording and delivering the deposited documents

and distributing the funds in accordance with the escrow instructions.

7.3 Seller shall deliver the following:

(a) A special warranty deed, substantially in the form of Schedule 7.3(a),

conveying Good Title to the Premises to Buyer subject to Permitted Encumbrances and other

matters of record, executed in form for recording, provided that if Buyer's update of the Survey

gives a legal description different from the description attached to the form of deed in Schedule

7.3(a), Seller shall also deliver a quitclaim deed, quitclaiming Seller's interest in the land

described in Buyer's updated survey.

(b) An assignment, substantially in the form of Schedule 7.3(b), of Seller's

rights under (x) the lease and (y) to the extent assignable, the governmental permits, licenses and

certificates relating to the Premises, the warranties and guarantees of contractors and

manufacturers, the trade name for the Premises, the telephone numbers, and all marketing,

advertising, promotional material and photographs therefor; and at the Premises the documents

in Seller's possession relating to each of the foregoing.

Schedule 3.1(d), dated no earlier than three (3) days before Closing, and the lease records.

(d) An affidavit containing the information required by Section 1445 of the

Internal Revenue Code to establish that Seller is not a foreign person for purposes of that

Section.

(e) A notice to the tenant of the change in ownership.

(f) An affidavit in respect of mechanics liens and parties in possession in

reasonable and customary form sufficient to remove the standard title insurance exceptions for

such matters.

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(g) Illinois Real Estate Transfer Declaration (Form PTAX-203).

(h) City of Naperville, Illinois Real Estate Transfer Declaration (prior to

Closing as required by the City of Naperville Finance Department).

(i) A broker's lien waiver executed by the Broker, on the Broker's standard

form, which lien waiver shall be reasonably acceptable to the title Company.

(j} To the extent in Seller's possession and not previously delivered to Buyer,

copies of manuals, operating instructions, plans, permits, warranties, security devices, key codes

and other access codes for the Premises.

(k)

(1)

(m)

The Tenant Estoppel Certificate.

The CC&R Estoppel (if applicable).

Any other documents expressly required by the terms of this Contract.

7.4 Buyer shall execute and deliver the following:

(a)

as provided in 7.3(b).

An assumption of Seller's obligations under the lease transferred to Buyer

(b) Illinois Real Estate Transfer Declaration (Form PTAX-203).

Closing as required by the City of Naperville Finance Department).

(d) Any other documents expressly required by the terms of this Contract.

7.5 Each party shall deliver to the other party and to the Escrowee such duly executed

and acknowledged or verified certificates, affidavits and other documents respecting the power

and authority to perform the obligations hereunder and as to the due authorization thereof by

appropriate trust, corporate, partnership or other proceedings and as to the authority of the

officer, partner or other representatives acting for it, as counsel for the other party or the Title

Company may reasonably request.

7.6 The Title Company shall issue an owner's policy of title insurance in the amount

of the Purchase Price insuring that Buyer has Good Title subject only to the Permitted

Encumbrances, the standard printed exceptions as omitted or modified by the title insurer after

review of any survey, the state of facts shown on the Survey described in 2.4 after review of that

Survey, rights of tenants in possession as tenants only, the affidavit described in 7.3(e) and such

other matters as Buyer shall accept.

7.7 The Escrowee shall serve as the "real estate reporting person" (as such term is

defined in Section 6045(e) of the Internal Revenue Code of 1986, as amended) and shall file the

requisite Form 1099-S with the Internal Revenue Service in accordance with said Section

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6045(e) and the regulations issued thereunder. This Contract shall constitute the designation

agreement described in those regulations, the name and address of Seller as transferor and Buyer

as transferee in the transaction contemplated hereby appear in 12 hereof (as amended by any

notice given under 12 and, in case of any permissible assignment by Buyer, by the notice of such

assignment) and Seller, Buyer and Escrowee agree to retain a copy of this Contract for a period

of four (4) years following the end of the calendar year in which the Closing occurs. The

provisions of this paragraph shall survive the Closing.

7.8 At any time and from time to time after the Closing, Buyer and Seller agree to

execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such

additional instruments or documents and to take or cause to be taken such further action as the

other party may reasonably request to evidence and effectuate the transactions contemplated

under this Contract.

8. Adjustments.

8.1 The following shall be apportioned as of the day prior to Closing:

(a) Rents and additional rents, when, as and if collected.

(i) The first rents collected after closing from the tenant shall be

successively applied to the payment of: (1) rents due and payable in the month in which the

Closing occurs and then (2) rents due and payable at the time of receipt in the inverse order of

accrual. Each type of rent and additional rent payable by the tenant shall be separately prorated

based upon the applicable fiscal or calendar year set forth in the tenant's lease for the payment of

additional rent. Each party shall promptly account to the other party for any rents received after

Closing to which the other party would be entitled under this 8.1(a). To illustrate the foregoing:

Assume the Closing occurs September 10; tenant has not paid its base rent for the

months of August and September at Closing; the base rent is due on the first day of each month; and

after the Closing, the tenant pays more than one month's rent and less than two months' rent (and

the parties decide to accept the partial payment):

(y) if the tenant pays on September 20, Buyer shall prorate the base rent for the

month of September between Seller and Buyer, remit Seller's share of the September rent to it,

retain Buyer's share of the September rent and remit the balance to Seller on account of the

August rent; or

(z) if the tenant pays on October 5, Buyer shall prorate the base rent for the month

of September between Seller and Buyer, remit Seller's share to Seller and retain the balance of

the payment first for Buyer's share of the September rent and the balance on account of the

October rent.

(ii) Subject to the proration of payments of additional rent required

above, until the parties finally prorate all rent and additional rent, as hereinafter provided, (a) Seller

shall initially retain all monthly or other payments of additional rent made by the tenant before the

Closing Date (except payments made more than one month in advance), and (b) Buyer shall initially

retain all monthly or other payments of additional rent made by the tenant following the Closing

Date (except payments delinquent at the time of Closing). As soon as reasonably practicable

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following the end of the applicable fiscal year set forth in the tenant's lease for the calculation and

payment of additional rent (the "Applicable Fiscal Year"), Seller and Buyer shall reprorate the total

additional rent due from or to the tenant.

(iii) As soon as reasonably practicable after the end of the Applicable Fiscal Year

(a) Buyer shall furnish to Seller a statement, certified to be true and correct by Buyer, setting forth

the operating expenses incurred by Buyer during the period beginning on the Closing Date and

ending on the last day of the Applicable Fiscal Year and all reimbursements received during such

period by Buyer, as landlord under the lease, for the tenant's share of operating expenses for such

Applicable Fiscal Year, and (b) Seller shall furnish to Buyer a statement, certified to be true and

correct by Seller, setting forth the operating expenses incurred by Seller during the period beginning

on the first day of the Applicable Fiscal Year and ending on the Closing Date and all

reimbursements received during such period by Seller, as landlord under the lease, for the tenant's

share of operating expenses for such Applicable Fiscal Year. Buyer and Seller shall cooperate in

good faith to exchange such information as shall be required to prepare the appropriate

reconciliation of the tenant's additional rent payments in a timely fashion.

(iv) Following the completion of the necessary exchange of information and

resulting calculations, Buyer and Seller shall re-prorate tenant's additional rent as set forth below. If

the sum of all interim payments on account of additional rent collected and retained by Seller from

the tenant for the tenant's Applicable Fiscal Year (reduced by the prorated portion of the interim

payment on account of additional rent paid for the month or quarter in which the date when the

prorated portion of such payment occurs for which Buyer is given credit as set forth above) exceeds

the amount of additional rent to which Seller is entitled with respect to the tenant as set forth above,

Seller shall pay such excess to Buyer. If the sum of all interim payments on account of additional

rent collected and retained by Buyer for the tenant's Applicable Fiscal Year exceeds the amount of

additional rent to which Buyer is entitled with respect to the tenant, Buyer shall pay such excess to

Seller. If the sum of the interim payments on account of additional rent collected by Seller and the

interim payments on account of additional rent collected by Buyer exceeds the additional rent

actually owed by the tenant for its Applicable Fiscal Year, Buyer shall remit to, or give the tenant

credit for, such excess and Seller and Buyer shall make any necessary adjustment between them in

accordance with the immediately preceding sentences. If the sum of the interim payments on

account of additional rent collected by Seller and the interim payments on account of additional rent

collected by Buyer is less than the additional rent actually owed by the tenant for its Applicable

Fiscal Year, Buyer shall attempt to collect such difference from the tenant and, upon such collection

by Buyer, Seller and Buyer shall make any necessary adjustment between them in accordance with

the immediately preceding sentences.

(b) Real and personal property taxes and special assessments will not be

prorated between the parties as Tenant pays these amounts directly to the taxing authority.

sewer charges, except that where practicable, Seller shall undertake to cause utility readings to be

taken on the day prior to the Closing, and Seller shall pay the charges for utility services based

on such reading, Buyer paying charges for all such utility services thereafter.

(d) In addition to the foregoing specific apportionments, Seller shall receive all

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other income accrued to Closing and shall pay all other expenses accrued or incurred in the

operation of the Premises prior to Closing and Buyer shall receive all other income accruing on and

after Closing and shall pay all other expenses incurred or accrued in the operation of the Premises

on and after Closing. Any item of income or expense which should be apportioned and which is not

or cannot be apportioned at Closing shall be duly apportioned as soon as determined.

8.2 The following credits shall be given:

(a) Buyer shall receive a credit in an amount equal to the sum of any expenses

to be paid post-Closing by Buyer to the extent such expenses pertain to time periods prior to the

date of Closing.

(b) Seller shall receive a credit for any prepaid expenses paid by Seller to the

extent such expenses pertain to time periods commencing after the date of Closing.

8.3 Seller shall pay all transfer taxes, documentary stamp taxes and excise taxes, all

recording fees for the deed, and the cost of title examination and title insurance premiums for a

basic owner's policy without the standard printed exceptions. Buyer shall pay the cost of the

Survey and the cost of any endorsements to Buyer's owner's title policy. Buyer and Seller shall

split evenly the charges, if any, of the Escrowee for escrow services or closing or settlement

services. The parties shall pay any costs as expressly provided elsewhere in this Contract and

shall adjust all other closing charges in accordance with the custom in the county in which the

Premises are located.

8.4 Seller, at its sole cost and expense, at the Closing, shall terminate its management

agreement with respect of the Premises and shall discharge the employees of the Premises or

transfer them to other operations and pay all compensation due the employees through the date

of Closing.

9. Brokerage.

Buyer represents that the only broker who has been involved with the negotiation of this

Contract and the purchase of the Premises pursuant thereto is CB Xxxxxxx Xxxxx (represented by

Xxxxxxx X. Xxxxxxx), having an address at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx

00000 (the "Broker") and there are no other persons entitled to a commission in connection with this

transaction by reason of Buyer's acts. Seller agrees to pay the commissions due to the Broker in

accordance with a separate agreement and to indemnify Buyer against any claims of and liabilities

to the Broker or any other person for brokerage commissions, finders' fees or other remuneration

arising from this Contract or the transactions contemplated by this Contract by reason of Seller's

acts. Buyer agrees to indemnify Seller against any claims of and liabilities to any person (other than

the Broker) for brokerage commissions, finder's fees or other remuneration arising from this

Contract or the transaction contemplated by this Contract by reason of Buyer's acts.

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Escrow10. Provisions.

10.1 Seller and Buyer hereby appoint Escrowee to serve as such pursuant to the terms

of this Contract. The parties acknowledge that Escrowee is acting solely as a stakeholder at their

request and for their convenience and as such shall not be deemed to be the agent of either of the

parties.

10.2 Buyer shall pay the sum or sums, as applicable, to be paid under 1.1(b) by wire

transfer to Escrowee. As soon as practicable after collection, Escrowee shall hold the proceeds

thereof in escrow, in an escrow account and shall invest the proceeds in an interest bearing

account of a Federally insured banking institution. Escrowee shall apply the Deposit as provided

in the separate escrow instructions referred to in 7.2(a) or, in any other case, as expressly

provided in this Contract. The tax identification numbers of the parties are set forth opposite

their signatures to this Contract.

10.3 The duties of Escrowee shall be determined solely by the express provisions of

this Contract and the separate escrow instructions referred to in 7.2. If there is any dispute or

doubt as to which party is entitled to the Deposit, Escrowee may hold the Deposit until receipt of a

written authorization signed by the parties or a final judgment of a court of competent jurisdiction

directing the disposition of the Deposit. In the absence of such authorization, the parties authorize

Escrowee, without creating any obligation on the part of Escrowee, if this Contract or the Deposit

becomes involved in litigation, to deliver the Deposit to the clerk of the court in which the litigation

is pending or, if it is threatened with litigation, to interplead all interested parties in the court of

general jurisdiction in the county in which the Premises are located and to deliver the Deposit to the

clerk of that court; and upon such delivery, Escrowee shall be fully relieved and discharged of any

further responsibilities under this Contract.

10.4 The Deposit shall be paid by Escrowee to Seller at Closing and credited against

the Purchase Price. If the Closing does not occur due to the exercise of a Termination Option,

the Deposit shall be paid to Buyer unless the conditions of the specific Termination Option shall

provide otherwise.

11. Assignments

11.1 Buyer's interest under this Contract may not be assigned without Seller's prior

written consent; except, without Seller's consent, Buyer's interest under this Contract may be

assigned to a wholly owned subsidiary of Buyer or affiliate under common control or ownership

with Buyer or a purchasing entity in which one or more partners of the Buyer, or related entities,

such as trusts, have an ownership interest of not less than 51% of the purchasing entity. Buyer

shall not be released from its obligations under this Contract upon any assignment and Buyer's

obligations shall remain in full force and effect.

12. Notices

All notices, requests, consents and other communications required or permitted to be

delivered hereunder shall be in writing and shall be delivered by Federal Express or other air

courier or by telefacsimile, as follows:

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To Escrowee at: First American Title Insurance Company

00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxxx 00000

Attn.: Xxxxxx Xxxxx

Phone No.: (000) 000-0000

Telefax No.: (000) 000-0000

To Buyer at: The address first above given

Attn.: Xxxxx X. Xxxxxxx

Phone No.: (000) 000-0000

Telefax No.: (000) 000-0000

With a copy to: Duke Realty Corporation

0000 Xxxxxxxxxxx Xxxx, Xxxxx 000

Xxxxxx, Xxxxxxx 00000

Attn.: Xxx Xxxxx Kustoff, Esq.

Phone No.: (000) 000-0000

Telefax No.: (000) 000-0000

To Seller at: The address first above given

Attn.: Xxxxxx X. Xxxxxx

Phone No.: (000) 000-0000

Telefax No.: (000) 000-0000

With a copy to: Xxxxxx Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxxxx, LLP

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn.: Xxxxx X. Xxxxxxx, Esq.

Phone No.: (000) 000-0000

Telefax No.: (000) 000-0000

Any party hereto may, from time to time, designate any other address to which such notice,

request, consent or other communication addressed to it shall be sent. All such communications

shall be effective on delivery. Counsel for any party may give notices to the other party with the

same effect as if given by the party.

13. Expenses

Whether or not the transactions contemplated under this Contract are consummated, each

party hereto shall pay his own expenses incident to the preparation and performance of this

Contract, including, without limitation, attorneys' fees.

14. Survival of Agreements

Except as expressly herein provided to the contrary, the covenants, agreements,

representations and warranties made herein shall survive the execution and delivery of this Contract

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and the consummation of the transactions contemplated herein; provided that Buyer must give

notice of any breach of any such surviving covenants, agreements, representations and warranties on

or before the 270th day after the Closing as a condition to the enforcement of any rights with respect

to any such covenants, agreements, representations and warranties; except for fraud in the

inducement, Seller's liability for all breaches of those covenants, agreements, representations and

warranties shall be limited to FOUR HUNDRED THOUSAND DOLLARS ($400,000) in the

aggregate; and Buyer shall have no right of rescission for any such breach. Notwithstanding

anything in this Contract to the contrary, if Buyer shall have received actual notice of, or shall

otherwise have actual knowledge of, any breach by Seller of any of its covenants, agreements,

representations and warranties set forth herein and shall nonetheless proceed to Closing and

purchase the Premises, Seller shall have no liability to Buyer with respect to such breach and,

should Buyer purchase the Premises, Buyer hereby knowingly and intentionally waives any and all

liability, claims, actions or causes of action with respect to any such breach of which Buyer has

actual notice or actual knowledge prior to the Closing.

15. Entire Agreement

This Contract (including all schedules annexed hereto) contains the entire agreement

between the parties with respect to the subject matter hereof and supersedes all prior

understandings, if any, with respect thereto. This Contract may not be modified, changed,

supplemented or terminated, nor may any obligations hereunder be waived, except by written

instrument signed by the party to be charged or by his agent duly authorized in writing or as

otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on

any person, firm or corporation other than the parties hereto.

16. Waivers; Extensions

No waiver of any breach of any agreement or provisions herein contained shall be deemed a

waiver of any preceding or succeeding breach thereof or of any other agreement or provisions

herein contained. No extension of time for performance of any obligations or acts shall be deemed

an extension of the time for performance of any other obligations or acts.

17. No Recording

The parties each agree that neither this Contract nor any memorandum or notice thereof

shall be recorded.

18. Counterparts; Captions

This Contract may be executed in counterparts, each of which shall be deemed an original.

The captions are for convenience of reference only and shall not affect the construction to be given

any of the provisions hereof.

19. Pronouns; Joint and Several Liability

All pronouns and nouns and any variations thereof shall be deemed to refer to the

masculine, feminine or neuter, singular or plural, as the identity of the parties may require. If

Buyer consists of two or more parties, the liability of such parties shall be joint and several.

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Cla20i. ms

Whenever any party shall learn through the filing of a claim or the commencement of a

proceeding by a third party or otherwise of the existence of any liability for which another party is

or may be responsible under this Contract, such party shall notify the other party promptly and

furnish such copies of documents (and make originals thereof available) and such other information

as such party may have which may be used or useful in the defense of such claims and shall afford

said other party full opportunity to defend same in the name of any party and shall generally

cooperate with the other party in the defense of any such claims.

21. Limitation of Liability

21.1 If Seller shall default in any material respect prior to Closing, then Buyer may, at

its sole, option, either: (i) exercise a Termination Option; or (ii) have the right to enforce this

Contract by obtaining specific performance of its terms and provisions. Buyer shall not be

entitled to any other remedy for damages or otherwise which it may have at law or in equity as a

consequence of such default.

21.2 BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT

SELLER'S DAMAGES IN THE EVENT OF DEFAULT BY BUYER TO PURCHASE THE

PREMISES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THE

DEPOSIT (AS DEFINED IN 1.3(j)) PLUS ANY INTEREST EARNED THEREON IS THE

PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER

WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS

CONTRACT FAILS TO CLOSE BY REASON OF BUYER'S DEFAULT. IF BUYER SHALL

DEFAULT IN ANY MATERIAL RESPECT AND SELLER SHALL NOT HAVE

DEFAULTED IN ANY MATERIAL RESPECT, SELLER MAY EXERCISE A

TERMINATION OPTION AND ESCROWEE SHALL PAY OVER THE DEPOSIT PLUS

ANY INTEREST EARNED THEREON TO SELLER AS LIQUIDATED DAMAGES AND

NOT A PENALTY, AND THE RETENTION OF THE DEPOSIT AND SUCH INTEREST

SHALL BE THE SOLE REMEDY OF SELLER (EXCEPT FOR ANY DEFAULTS UNDER

2.2).

22. Governing Law

The terms of this Contract shall be governed by and construed in accordance with the

laws of the State in which the Premises are located.

23. Miscellaneous

If the day for performance of any action described in this Contract shall fall on a

Saturday, Sunday or a day on which the banks are closed in New York or in the State in which

the Premises are located, the time for such action shall be extended to the first business day after

such Saturday, Sunday or day on which the banks are closed.

24. Exchange Provisions.

At Buyer's sole cost and expense, Buyer may structure the purchase of the Premises from

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Seller as a Like Kind Exchange under Code Section 1031 whereby Buyer will acquire the Premises

by use of the proceeds, in whole or in part, held by the exchange intermediary. Seller shall

cooperate with Buyer's conduct of the Like Kind Exchange, provided that all costs and expenses

generated in connection with the Like Kind Exchange shall be borne solely by Buyer, and Seller

shall not be required to take title to or contract for the purchase of any other property. Buyer's use

of a qualified intermediary to effectuate the exchange or any assignment of the rights or obligations

of Buyer hereunder shall not relieve, release or absolve Buyer of its obligations to the Seller. In no

event shall the Closing Date be delayed by the Like Kind Exchange. Buyer shall indemnify and

hold harmless Seller from and against any and all liability arising from and out of the Like Kind

Exchange.

25. Information and Audit Cooperation. At Buyer's request on reasonable prior notice, at

any time after Closing and continuing for a period of one (1) year after Closing, Seller shall

provide to Buyer's designated independent auditor access to the books and records of the

Premises, and all related information regarding the Premises for the period for which Buyer is

required to have the Premises audited, and Seller shall provide to such auditor a representation

letter regarding the books and records of the Premises, in substantially the form of Schedule 25

attached hereto, in connection with the normal course of auditing the Premises in accordance

with generally accepted auditing standards.

[SIGNATURES ON FOLLOWING PAGE.]

369136_5 19

A La S tie Contract

't :dun

INWTENESS WHEREOF, Seller and Buyer have duly executed this Co . {-act as of the date

first. above written,

SELLER: 175 AMBASSADOR REALTY,. EEC,

a Delaware limited liability company

Tax I.D. No.: 00-0000000

BUYER: XXXX X.X !JY IAMIXED PARTNERSIIIP,

an Itidiaaa limited partnership

By Duke Realty Corporation,

an Indiana corporation,

its general. partner

By:

Name:

Title:

Tax I.D. 35--1 125

Thc lindersigned accept: r ointment as Escrowee, ackbowleidges receipt of FIVE

HUNDRED 'E'rfOUSAND I.S (5500,000) by wire, and agrees to hold it in accordance

with and subject to the terms of the foregoing Contract.

ESCROWEE: FIRST AMMCAN TITLE INSURANCE COMPANY

By_

Nrle:

Title:

3^9136__5 20

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Execution Version

IN WITNESS WHEREOF, Seller and Buyer have duly executed this Contract as of the date

first above written.

SELLER: 175 AMBASSADOR REALTY, LLC,

a Delaware limited liability company

By: SBP Manager, Inc.,

a Delaware corporation, its Manager

By:

Name:

Title: Vice President

Tax I.D. No.: 00-0000000

BUYER: DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation,

an Indiana corporation,

its general partner

By:

Name: Xxxxxx xx

Title: Vice President

Tax I.D. No.: 00-0000000

The undersigned accepts appointment as Escrowee, acknowledges receipt of FIVE

HUNDRED THOUSAND DOLLARS ($500,000) by wire, and agrees to hold it in accordance

with and subject to the terms of the foregoing Contract.

ESCROWEE: FIRST AMERICAN TITLE INSURANCE COMPANY

By:

369136_5 20

Name:

Title:

Ambassador Sale Contract

Execution Version

IN WITNESS WHEREOF, Seller and Buyer have duly executed this Contract as of the date

first above written.

SELLER: 175 AMBASSADOR REALTY, LLC,

a Delaware limited liability company

By: SBP Manager, Inc.,

a Delaware corporation, its Manager

By:

Name:

Title: Vice President

Tax I.D. No.: 00-0000000

BUYER: DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation,

an Indiana corporation,

its general partner

By:

Name:

Title:

Tax I.D. No.: 00-0000000

The undersigned accepts appointment as Escrowee, acknowledges receipt of FIVE

HUNDRED THOUSAND DOLLARS ($500,000) by wire, and agrees to hold it in accordance

with and subject to the terms of the foregoing Contract.

ESCROWEE: FIRST AMERICAN TITLE INSURANCE COMPANY

By: ,^

369136_5 20

Name:

Title:

Ambassador Sale Contract

Execution Version

SCHEDULE

Premises

XXX 0 XX XXX XXXXXXX XXXX XXXXXXXXXXXXX XX. 0, BEING A SUBDIVISION IN

SECTION 15, TOWNSHIP 38 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL

MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT R97-

059550 AND CERTIFICATE OF CORRECTION RECORDED AS DOCUMENT R97-065481,

IN DUPAGE COUNTY, ILLINOIS.

369136_5 21

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SCHEDULE 3.1(c)

Pending Litigation

None.

369136 5 22

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SCHEDULE 3.1(d)

Rent Roll

Tenant: SYX Distribution Inc., a Delaware corporation

Leased Premises: The entire Premises.

Current Base Rent: $1,344,459.72 per year; $112,038.31 per month for the period from

11/2/09 to 11/1/10. As of 11/2/10, the Base Rent is to be increased by an amount equal to the

lesser of (i) the percentage increase in the CPI for the preceding lease year, and (ii) 2.5%. The

CPI information is not yet available but when it becomes available, the increase in Base Rent

will be established for the 11/2/10 to 11/1/11 lease year and Tenant will be billed retroactively

for the unbilled amounts for the period beginning 11/2/10. Tenant has paid the Base Rent for

November 2010 in the amount of $112,038.31.

Current Lease Term: 11/2/06 - 11/1/26

Security Deposit: None

Additional Rent: Tenant pays:

(i) All assessments of High Grove - Naperville Association. The

Association bills Seller semi-annually and then Seller bills Tenant.

(ii) Property insurance and business interruption insurance costs.

Tenant pays Seller monthly. For November 2010, the monthly

amount paid by Tenant was $4,970.

Management fee of 2% of annual revenue collected. Tenant pays

this amount to Seller annually.

(iv) All real estate taxes and assessments. Tenant pays directly to the

taxing authority semi-annually.

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SCHEDULE 3.1(e)

Operating Statements

The following are annexed:

September 2010 Year to Date Monthly Trend (1 page).

2009 Year to Date Monthly Trend (1 page).

2008 Year to Date Monthly Trend (1 page).

369136 5 24

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SCHEDULE 7.3(a)

SPECIAL WARRANTY DEED

WHEN RECORDED, MAIL TO:

Attn:

SPECIAL WARRANTY DEED

This Special Warranty Deed, made as of the day of , 2010, by 175

AMBASSADOR REALTY, LLC, a Delaware limited liability company ("Seller"), whose

address is c/o Sentinel Real Estate Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx

Xxxx 00000, in favor of DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited

partnership, ("Purchaser"), whose address is 600 East 96 t1i Street, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx

00000, WITNESSETH, that Seller, for and in consideration of the sum of Ten and No/100

Dollars ($10.00) and other good and valuable consideration in hand paid, by Purchaser, the

receipt whereof is hereby acknowledged, by these presents does GRANT, REMISE, RELEASE,

ALIEN, SELL AND CONVEY unto Purchaser and its successors, FOREVER, all the real

property (together with any and all structures, buildings and improvements located thereon)

legally described on Exhibit A attached hereto and made a part hereof, situated in the City of

Naperville, DuPage County and State of Illinois and subject only to those title exceptions

enumerated on Exhibit B attached hereto and made a part hereof (the "Permitted Exceptions").

Together with all and singular the hereditaments and appurtenances thereunto belonging,

or in anywise appertaining, and the reversion or reversions, remainder or remainders, rents,

issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of

Seller, either in law or equity of, in and to the above described premises, with the hereditaments

and appurtenances:

TO HAVE AND TO HOLD the said premises as above described subject only to the

Permitted Exceptions, with the appurtenances, unto Purchaser, forever.

And Seller, for itself, and its successors, does covenant, promise and agree to and with

Purchaser, and successors, that it has not done or suffered to be done, anything whereby the said

premises hereby granted are, or may be, in any manner encumbered or charged, except as herein

recited; and that it WILL WARRANT AND FOREVER DEFEND, the said premises against all

persons lawfully claiming, or to claim the same, by, through or under it, subject only to the

Permitted Exceptions.

fSIGNATURE ON FOLLOWING PAGE1

369136_5 25

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SELLER: 175 AMBASSADOR REALTY, LLC,

a Delaware limited liability company

By: SBP Manager, Inc.,

a Delaware corporation, its Manager

By:

Name:

Title:

STATE OF NEW YORK )

) ss:

COUNTY OF NEW YORK )

On this day of , in the year 2010 before me, the undersigned, a

Notary Public in and said State, personally appeared , personally

known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose

name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they

executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the

instrument, the individual(s), or the person upon behalf of which the individual(s) acted,

executed the instrument.

Notary Public

My Commission Expires:

This Instrument Prepared by:

Xxxxxx Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxxxx, LLP

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxxx X. Xxxxxx

Forward Future Tax Bills to:

Duke Realty Limited Partnership

c/o Real Estate Tax Advisors LLC

Xxxx Xxxxxx Xxx 00000

Xxxxxxxxxxxx, XX 00000

Permanent Index Number: 07-15-304-021-0000.

Property address: 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, XX.

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EXHIBITA

Description of Premises

XXX 0 XX XXX XXXXXXX XXXX XXXXXXXXXXXXX XX. 0, BEING A SUBDIVISION IN

SECTION 15, TOWNSHIP 38 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL

MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT R97-

059550 AND CERTIFICATE OF CORRECTION RECORDED AS DOCUMENT R97-065481,

IN DUPAGE COUNTY, ILLINOIS.

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EXHIBITY3

Permitted Exceptions

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SCHEDULE 7.3(b)

Assignment and Assumption of Lease and Other Property Rights

ASSIGNMENT AND ASSUMPTION ("Agreement") dated as of this day of

, 2010 between 175 Ambassador Realty, LLC, a Delaware limited liability company,

having an office c/o Sentinel Real Estate Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,

Xxx Xxxx 00000 ("Assignor") and Duke Realty Limited Partnership, an Indiana limited

partnership, having an address at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000

("Assignee").

WITNES SETH:

WHEREAS:

A. Assignor and Assignee entered into a certain contract dated

, 2010 (as amended to date or hereinafter amended, the "Contract") pursuant to which

Assignor agreed to sell and the Assignee agreed to purchase certain real property located at 000

Xxxxxxxxxx Xxxxx, Xxxxxxxxxx (DuPage County), Illinois (said real property and

improvements thereon being herein collectively referred to as the "Premises"), more particularly

described in the Contract.

B. The Contract provides for the transfer and assignment and assumption of

certain interests and rights in addition to the Premises more particularly described therein; and

C. The Contract provides for the execution of an assignment and assumption

covering said rights and interests.

NOW THEREFORE, in consideration of Ten ($10.00) Dollars and other good

and valuable consideration, the receipt of which is hereby acknowledged, Assignor hereby

assigns to Assignee all of its right, title and interest in and to the following:

1. The lease (the "Lease") and any prepaid rents, all of which are more

particularly described in Exhibit"A" attached hereto and made a part hereof;

2. To the extent assignable, the warranties of the manufacturers and suppliers

of the fixtures and equipment installed at the Premises (the "Warranties").

3. To the extent assignable, governmental permits, licenses and certificates

relating to the Premises, the trade name for the Premises, the telephone numbers, and all

marketing, advertising, promotional material and photographs for the Premises.

TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns

from and after the date hereof.

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Assignor hereby agrees to indemnify, defend and hold Assignee harmless from

and against any and all claims, losses, costs, damages and obligations arising on or before the

date hereof under the Lease which has been assigned hereby.

Assignee hereby assumes the obligations of Assignor arising after the date hereof

under the Lease and agrees to indemnify and hold Assignor harmless from and against any and

all claims, losses, costs, damages and obligations arising after the date hereof under the Lease

which has been assigned hereby.

This Agreement may be executed in counterparts, each of which shall be an

original and all of which taken together shall constitute one and the same agreement. This

Agreement shall become effective only after each of the parties hereto shall have executed and

delivered it to the other.

IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the

date first above written.

ASSIGNOR: 175 AMBASSADOR REALTY, LLC,

a Delaware limited liability company

By: SBP Manager, Inc.,

a Delaware corporation, its Manager

By:

Name:

Title:

ASSIGNEE: DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation,

an Indiana corporation,

its general partner

By:

Name:

Title:

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Exhibit"A"to the Assignment and Assumption Agreement

Lease

Build-To-Suit Lease Agreement dated April 21, 1995 by and among American National Bank

and Trust Company of Chicago, as Trustee under Trust Agreement dated January 31, 1995 and

known as Trust No. 120041-07 ("American National Bank") as landlord, Xxxxx, Xxxxxxx &

Company, as contractor, and Systemax Incorporated as tenant, as amended by that certain First

Amendment to Lease dated February 1, 2006 by and between Ambassador Drive LLC (successor

to American National Bank) and Global Computer Supplies Inc., a New York corporation (f/k/a

Systemax Incorporated), as assigned by that certain Assignment and Assumption of Lease dated

November, 2006 between Ambassador Drive LLC, as assignor, and 175 Ambassador Realty,

LLC, a Delaware limited liability company, as assignee, as further amended by that certain

Second Amendment to Lease dated November 28, 2006, and as assigned by that certain

Assignment and Assumption of Lease dated February 8, 2010 by and between Global Computer

Supplies Inc., a New York corporation, as assignor, and SYX Distribution Inc., a Delaware

corporation, as assignee.

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SCHEDULE 25

Audit Letter

[Letterhead of Owner or Premises Management Company]

KPMG LLP

Attention: [Name]

000 Xxxxx Xxxxx Xxxxxx

Xxxxx 0000

Xxx Xxxxxxx, XX 00000-0000

[Date]

Ladies and Gentlemen:

We are providing this letter in connection with your audit of the statement of revenue and certain

expenses (the Statement) for [Premises name] (the Premises) for the year ended December 31,

200 for the purpose of expressing an opinion as to whether the statement of revenue and certain

expenses presents fairly, in all material respects, the results of operations of the Premises in

conformity with accounting principles generally accepted in the United States of America.

Certain representations in this letter are described as being limited to matters that are material.

Items are considered material, regardless of size, if they involve an omission or misstatement of

accounting information that, in the light of surrounding circumstances, makes it probable that the

judgment of a reasonable person relying on the information would be changed or influenced by

the omission or misstatement.

We confirm, to the best of our knowledge and belief, the following representations made to you

during your audit:

1. The property level details attached to this letter were generated from our general

ledger (the "Attachment") and are complete and accurate for the year ended

December 31, 200 and for the [3, 6 or 9, as applicable] months ended

, 200 [the applicable quarter end date, depending on the date of the

acquisition].

2. There have been no:

(a) Instances of fraud, whether or not material, involving management or

other employees who have significant roles in internal control over

financial reporting. We understand that the term "fraud" includes

misstatements arising from fraudulent financial reporting and

misstatements arising from misappropriation of assets. Misstatements

arising from fraudulent financial reporting are intentional misstatements,

or omissions of amounts or disclosures in financial statements to deceive

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financial statement users. Misstatements arising from misappropriation of

assets involve the theft of an entity's assets where the effect of the theft

causes the Attachment not to be complete and accurate.

(b) Instances of fraud involving others that could have a material effect on the

Attachment.

received in communications from employees, former employees, financial

analysts, or others.

(d) Allegations, either written or oral, of misstatements or other

misapplications of accounting principles in the Attachment.

(e) Allegations, either written or oral, of deficiencies in internal control that

could have a material effect on the Attachment.

(f) False statements affecting the Attachment made to you in connection with

your audit.

3. There are no:

(a) Material transactions that have not been properly recorded in the

accounting records underlying the Statement.

(b) Events that have occurred subsequent to December 31, 200 and through

the date of this letter that would require adjustment to amounts included in

the Attachment.

would have a material effect on the Attachment in the event of

noncompliance.

(d) There are no significant deficiencies in the design or operation of internal

controls which could adversely affect our ability to record, process,

summarize and report financial data, and we have identified no material

weaknesses in internal controls.

(e) We acknowledge our responsibility for the design and implementation of

programs and controls to prevent and detect fraud.

Further, we confirm that we are responsible for the completeness and accuracy of the Premises

level details attached to this letter.

Very truly yours,

Company Name

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[Name] [Name]

[Title] [Title]

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Ambassador Sale Contract Execution Version CONTRACT AGREEMENT made as of the 29th day of November, 2010 (this "Contract") between 175 Ambassador Realty, LLC, a Delaware limited liability company, having an office c/o Sentinel Real Estate Corporation,...

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