RECITALS

EXHIBIT 10.10

CONTRACT TO PURCHASE AND SELL PROPERTY

THIS CONTRACT TO PURCHASE AND SELL PROPERTY is made as of the
Effective Date between Seller and Buyer.

RECITALS

A. Seller is the owner of the Real Property which is described and/or
shown on Exhibit A attached, and the owner of the Personalty, if any, described
on Exhibit C attached.

B. Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the Property in accordance with the terms and conditions set forth
in this Contract.

TERMS

NOW, THEREFORE, in consideration of the agreements and mutual
covenants contained herein end other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree
as follows:

1. Definitions. In addition to the terms defined elsewhere in this Contract,
each of the following terms, when used in this Contract with an initial capital
letter, shall have the meaning ascribed to it as follows, unless such meanings
are expressly modified elsewhere in this Contract.

a. "Act of Bankruptcy" shall mean if a party hereto or any general
partner thereof shall (a) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator of itself
or of all or a substantial part of its Property, (b) admit in writing its
inability to pay its debts as they become due, (c) make a general assignment for
the benefit of its creditors, (d) file a voluntary petition or commence a
voluntary case or proceeding under the Federal Bankruptcy Code (as now or
hereafter in effect), (e) be adjudicated a bankrupt or insolvent, (f) file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up or composition or adjustment of debts,
(g) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against it in an involuntary case or proceeding
under the Federal Bankruptcy Code (as now or hereafter in effect), or (h) take
any corporate or partnership action for the purpose of effecting any of the
foregoing; or if a proceeding or case shall be commenced, without the
application or consent of a party hereto or any general partner thereof, in any
court of competent jurisdiction seeking (1) the liquidation, reorganization,
dissolution or winding-up, or the composition or readjustment of debts, of such
party or general partner, (2) the appointment of a receiver, custodian, trustee
or liquidator or such party or general partner or all or any substantial part of
its assets, or (3) other similar relief under any law relating to bankruptcy,
insolvency, reorganization, winding-up or composition or adjustment of debts,
and such proceeding or case shall continue undismissed; or an order (including
an order for relief entered in an involuntary case under the Federal Bankruptcy
Code, as now or hereafter in effect) judgment or decree approving or ordering
any of the foregoing shall be entered and continue unstayed and in effect, for a
period of 60 consecutive days.

b. "Assignment of Leases" shall have the meaning ascribed to such
term in Paragraph 4 of this Contract.

c. "Xxxx of Sale" shall mean the duly executed and acknowledged xxxx
of sale conveying title to the Personalty from Seller to Buyer, with full
covenants of warranty under laws of the state in which the Personalty is
located, in form acceptable to Buyer.

d. "Closing" shall mean the closing and consummation of the purchase
and sale of the Property pursuant to this Contract.

e. "Closing Date" shall mean the later of (i) the termination of the
Inspection Period; or (ii) the termination of the Environmental Review Period;
or (iii) the 120th day after the Effective Date; provided, however, that Buyer,
at its election, may move the Closing to any earlier date upon not less than ten
( 10) days prior notice to Seller.

f. "Commission" shall have the meaning ascribed to such term in
Paragraph 17(b) of this Contract.

g. "Company" shall have the meaning ascribed to such term in
Paragraph 12(a)(x) of this Contract.

h. "Deed" shall mean the duly executed and acknowledged general
warranty deed conveying title to the Real Property from Seller to Buyer, with
full covenants of warranty under the laws of the state in which the Real
Property is located, in form acceptable to Buyer.

i. "Defect" or "Defects" shall mean a lien, claim, charge, security
interest, encumbrance, easement, restriction or other such matter affecting
title to the Property other than the Permitted Exceptions.

j. "Xxxxxxx Money" shall mean the amount set forth on the Term Sheet
which shall be delivered by Buyer to Title Company with the execution of this
Contract, to be held in escrow subject to the terms and conditions of this
Contract.

k. "Effective Date" shall mean the later of the date of this Contract
between Buyer and Seller as set forth on the Term Sheet or the date upon which
both parties have executed and delivered this Contract to each other.

l. "Environmental Review Period" shall mean a period of thirty (30)
business days after Buyer's receipt of all of the Evaluations, subject to
extension for up to an additional sixty (60) days if Buyer determines that such
additional time is needed for additional testing. In no case shall the
Environmental Review Period expire prior to the end of the Inspection Period.

m. "Environmental Laws" shall mean all present and future federal,
state and local laws, statutes, regulations, rules, ordinances and common law,
and all judgments, decrees, orders, agreements or permits, issued, promulgated,
approved or entered thereunder by any governmental authority relating to
pollution or Hazardous Materials or protection of human health or the
environment, including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), as amended.

n. "Evaluations" shall mean a "Phase I" environmental evaluation, a
"Phase II" environmental evaluation, and/or any other sampling, testing,
analysis, assessment, review, investigation or evaluation of the environmental
condition or compliance status of the Property, performed by Buyer or
consultant(s) selected by Buyer in Buyer's discretion.

o. "Hazardous Material" shall mean any waste, pollutant, chemical,
hazardous material, hazardous substance, toxic substance, hazardous waste,
special waste, solid waste, asbestos, radioactive materials, polychlorinated
biphenyls, petroleum or petroleum-derived substance or waste (regardless of
specific gravity), or any constituent or decomposition product of any such
pollutant, material, substance or waste, including, but not limited to, any
hazardous substance or constituent contained within any waste and any other
pollutant, material, substance or waste regulated under or as defined by any
Environmental Law.

p. "IPO" shall mean the initial public offering of the common shares
of beneficial interest, par value $0.01 per share of the Company.

q. "Improvements" shall mean all buildings and improvements
constructed upon the Land together with any fixtures or improvements related
thereto.

r. "Inspection Period" shall mean the period commencing on the day
following the receipt by Buyer of all of the items described in Paragraph 7(a)
and continuing for the period set forth under "Inspection Period" on the Term
Sheet attached hereto.

s. "Land" shall mean the parcel of land owned by Seller and more
particularly described on Exhibit A hereto, together with all rights and
appurtenances thereto, including any right, title and interest of Seller in and
to adjacent streets, easements or rights-of-way.

t. "Lease" shall have the meaning ascribed to such term in Paragraph
12(a)(ix) of this Contract.

u. "Owner's Title Policy" shall mean a standard ALTA form owner's
policy of title insurance for the Real Property issued at standard rates as
compared to comparable real property in the county and state in which the Real
Property is located.

v. "Permitted Exceptions" shall mean all matters described on Exhibit
B hereto.

w. "Personally" shall mean the personal property (if any) to be
conveyed by Seller to Buyer, as described on Exhibit C hereto.

x. "Property" shall mean the Real Property and the Personal Property.

y. "Purchase Price" shall mean the Purchase Price amount set forth on
the Term Sheet.

z. "Real Property" shall mean the Land, the Improvements and
appurtenances thereto.

aa. "Survey" shall mean a current "as-built" physical survey of the
Real Property addressed to Buyer, Title Company and Buyer's lender (if any)
prepared by a Registered Land Surveyor of the state in which the Real Property
is located containing such certificates as may be required by Buyer or Buyer's
lender (if any) and showing all locatable easements.

bb. "Tax" shall mean any federal, state or local franchise, sales,
use, gross receipts, storage, real estate, property ad valorem and any and all
other similar taxes (including any penalties or interest attributable thereto)
and any governmental assessments for additional contribution to workers'
compensation or similar funds attributable to the business or operations of the
Property.

cc. "Tax Return" shall mean all federal, state and local tax returns,
reports, information returns and reports, statements' renditions and other
similar filings required to be filed in connection with any Taxes arising from
the business or operations of the Property.

dd. "Tenant" shall have the meaning ascribed to such term in
Paragraph 12(a)(ix) of this Contract.

ee. "Title Commitment" shall mean a current title binder or
commitment as to the Real Property issued by the Title Company for Buyer as the
proposed owner.

ff. "Title Company" shall mean the title insurer of Buyer's choice.

2. Agreement to Purchase and Sell. Seller shall sell and convey to Buyer, and
Buyer shall purchase from Seller, the Property pursuant to the terms and
conditions of this Contract.

3. Purchase Price; Delivery of Possession.

a. The Xxxxxxx Money, including all accrued interest thereon, shall
be credited to Buyer at Closing as a credit against the Purchase Price, subject
to the terms and conditions of this Contract.

b. The balance of the Purchase Price shall be paid to Seller in
immediately available funds at Closing, subject to the terms and conditions of
this Contract.

c. Seller shall deliver sole possession of the Property to Buyer at
Closing, subject only to the Permitted Exceptions.

d. Seller and Buyer shall file all federal income tax returns and
other reports required by the Internal Revenue Code of 1986, as amended (the
"Code") in a manner consistent with the allocation set forth in the Term Sheet.

4. Conveyance of Title. At Closing, Seller shall by the Deed and Xxxx of Sale
convey to Buyer marketable fee simple title to all of the Property, free and
clear of any and all Defects, except for the Permitted Exceptions. If Buyer has
accepted in a separate writing the existing lease of the Real Property to the
tenant located thereon, then Seller shall assign to Buyer all of Seller's right,
title and interest thereunder to Buyer by Assignment of Leases in the form
attached hereto as Exhibit D (the "Assignment of Leases").

5. Survey. Seller shall, as soon as possible, but not later than fifteen (15)
days following the Effective Date, at Seller's sole cost and expense, obtain and
provide to Buyer the Survey from which a legal description of the Real Property
will be prepared and inserted in the Deed.

6. Title and Title Insurance for the Real Property. Not later than fifteen (15)
days following the Effective Date, Seller shall, at its sole cost and expense,
obtain an owner's Title Commitment issued by the Title Company providing for the
issuance at Closing to Buyer of an Owner's Title Policy for the Real Property.
The Title Commitment shall set forth the state of title of the Real Property and
all exceptions, including but not limited to, easements, restrictions, road
rights-of-way, floodways, covenants, reservations and other conditions, if any,
affecting the Real Property which would appear in an Owner's Title Policy if
issued. Additionally, Seller shall also provide Buyer with legible copies of all
exceptions appearing in the Title Commitment (including any plats or surveys).

7. Inspections.

a. On or prior to the Effective Date or within five (5) days
thereafter, Seller shall provide to Buyer true and complete copies of the
following items:

i. Seller's existing owner's and lender's title insurance
policies for the Real Property (if any) together with legible copies
of any exceptions set forth therein.

ii. The most recently dated existing surveys of the Real
Property and any other survey(s) of the Real Property in Seller's
possession or available to Seller.

iii. Any and all engineering reports, soil reports, zoning
letters or information and environmental reports or audits with
respect to the Property, if any, prepared by or for Seller or in
possession of Seller or which Seller can obtain with reasonable
effort.

iv. All warranties, if any, related to the Improvements.

v. Attorneys' opinions on title to the Property and legible
copies of deeds, mortgages, easements or restrictions affecting the
Property which Seller may possess, if any.

vi. Copies of all existing Property insurance policies.

b. Buyer, its agents and contractors shall be entitled to go upon the
Real Property during the Inspection Period to inspect, perform investigations,
determine the status of utilities and access, conduct title examinations, zoning
investigations, feasibility studies, Evaluations, and other studies or tests
necessary to determine whether the Property is suitable for Buyer's intended use
of the Property. If Buyer determines, in Buyer's sole and absolute discretion,
that the Property is not suitable for Buyer's intended use, then Buyer may
terminate this Contract and shall be relieved of all obligations hereunder by
giving written notice to Seller prior to the end of the Inspection Period, and
all of the Xxxxxxx Money shall be refunded to Buyer except $100.00 (the "Test
Fee") which shall be paid to Seller.

c. Buyer may, at its sole expense, commission the Evaluations. The
Evaluations shall be conducted in accordance with standards and procedures
selected by Buyer and Buyer's consultant, and may include, without limitation,
drilling and installation of groundwater monitoring xxxxx and soil borings at
the Property at locations specif~ed by Buyer's consultant, collecting and
analyzing samples of the soil, groundwater, surface water, sediment or other
media at, on, under or around the Property, and sampling for the presence of any
asbestos materials on the Property. If the Evaluations are in any way
unacceptable to Buyer, in Buyer's sole discretion, then Buyer may terminate this
Contract by notice in writing given to Seller prior to the expiration of the
Environmental Review Period and the parties shall have no further rights or
obligations under this Contract and all of the Xxxxxxx Money shall be refunded
to Buyer except the Test Fee, which shall be paid to Seller. If Buyer chooses to
terminate this Contract as a result of its review of the Evaluations, Buyer
shall provide to Seller copies of all environmental reports relating to the
Property which have been obtained by Buyer.

d. In addition to Buyer's rights set forth in Paragraph 7(c) above,
if any Hazardous Materials are determined to be present at, on, under or around
the Property (including, without limitation, the soil, groundwater, surface
water, sediment or other media), then Seller, at its sole expense, upon Buyer's
request, shall remove and remediate such Hazardous Materials in accordance with
all applicable Environmental Laws and to the satisfaction of Buyer prior to the
Closing Date. Notwithstanding the termination of the Inspection Period or the
Environmental Review Period, if Buyer reasonably determines that Seller has
failed to meet its obligations described in this Paragraph 7(d), then Buyer may
either:

i. Terminate this Contract; or

ii. Remove and remediate any such Hazardous Materials to
the satisfaction of Buyer and deduct the cost of any such remediation
from the Purchase Price. If such removal or remediation shall extend
beyond the then established Closing Date, then Buyer shall have the
right to extend the Closing Date to such time as may be necessary to
complete any such removal or remediation.

8. Costs and Prorations. Seller shall pay for the Survey, the title exam and
Title Commitment, any and all documentary stamp taxes, deed taxes or transfer
taxes applicable to this transaction and

the cost to cancel any mortgage, deed of trust or other lien or Defect of
record. Buyer shall pay for any and all title insurance premiums, testing or
inspections of the Property and recording costs for the Deed or any other
documents to be recorded relating to the transfer of the Property. Each party
shall pay its own attorney's fees. Seller shall pay any "roll-back" taxes or
similar taxes based upon any change in use of the Property, whether such taxes
are assessed before or after Closing. Seller's obligation to pay such taxes (and
any other costs herein or by law provided to be paid by Seller), if any, shall
survive Closing. All prorations for real estate taxes, utilities and other such
costs shall be prorated between Buyer and Seller as of the Closing Date on the
basis of a 365-day year. If any of the aforesaid prorations cannot be calculated
accurately on the Closing Date (or as soon as information sufficient to complete
such prorations is available), then the same shall be calculated within thirty
(30) days after the information necessary to make such prorations becomes
available and either party owing the other party a sum of money based on such
subsequent proration(s) shall promptly pay said sum to the other party. If the
transaction contemplated by this Contract results in a revaluation of the
Property, the parties shall reprorate taxes after receipt of the tax xxxx(s).

9. Risk of Loss; Eminent Domain.

a. If, after the Effective Date and prior to the Closing Date, the
Property or any portion thereof is damaged or destroyed, Seller shall
immediately notify Buyer in writing and Buyer shall elect, within ten (10) days
from and after such notice, by written notice to Seller, either:

i. to not close the transaction contemplated hereby, in
which event the Xxxxxxx Money shall be returned to Buyer and this
Contract shall be void and of no further force and effect; or

ii. to close the transaction contemplated hereby in
accordance with the terms and conditions contained herein, in which
event the Purchase Price shall be reduced by (a) the amount of any
insurance proceeds received by Seller prior to Closing and (b) the
amount of any deductible, and Seller shall sell and assign to Buyer
at Closing all rights, title and interest to any insurance proceeds
payable after Closing in connection with such damage or destruction.
If Buyer elects to purchase the Property after receipt of such notice
from Seller, all actions taken by Seller with regard to the repair or
replacement of any such damaged or destroyed portion of the Property,
including but not limited to, negotiations, litigation, settlement,
appraisals and appeals, shall be subject to the approval of Buyer.

b. If, after the Effective Date and prior to the Closing Date, Seller
shall receive notice of the commencement or threatened commencement of eminent
domain or other like proceedings against the Property or any portion thereof,
Seller shall immediately notify Buyer in writing, and Buyer shall elect, within
ten (10) days from and after such notice of such threatened or pending
proceedings, by written notice to Seller, either:

i. to not close the transaction contemplated hereby, in
which event the Xxxxxxx Money shall be returned to Buyer and this
Contract shall be void and of no further force and effect; or

ii. to close the transaction contemplated hereby in
accordance with the terms and conditions contained herein, but
subject to such proceedings, in which event the Purchase Price shall
be reduced by the amount of any condemnation proceeds received by
Seller prior to Closing and Seller shall sell and assign to Buyer at
Closing all rights, title and interests to the proceeds of such
eminent domain proceedings to be paid after Closing. If Buyer elects
to purchase the Property after receipt of such notice, all actions
taken by Seller with regard to such eminent domain or like
proceedings, including but not limited to, negotiations, litigation,
settlement, appraisals and appeals, shall be subject to the approval
of Buyer.

10. Notice. Each notice required or permitted to be given hereunder shall be in
writing and shall comply with the requirements of this paragraph. Any notice by
Buyer to Seller shall be deemed to be duly given if: (a) either (i) hand
delivered to the person(s) listed below for Seller, or (ii) delivered or sent by
telephone facsimile transmittal to the facsimile telephone number of Seller
listed on the Term Sheet, in which event proof of delivery shall be by telephone
records, and (b) a duplicate of such notice shall be sent by registered or
certified mail to Seller at the address set forth on the Term Sheet (or at such
other address as may hereafter be designated by Seller). Any notice by Seller to
Buyer shall be deemed to be duly given if: (a) either (i) hand delivered to the
person(s) listed on the Term Sheet, or (ii) delivered or sent by telephone
facsimile transmittal to the facsimile telephone number of Buyer listed on the
Term Sheet, in which event proof of delivery shall be by telephone records, and
(b) a duplicate of such notice shall be sent by registered or certified mail to
Buyer at the address set forth on the Term Sheet (or at such other address as
may hereafter be designated by Buyer). Notice shall be deemed effective at the
later to occur of (i) the time of hand delivery or transmission of the telephone
facsimile and (ii) the time a duplicate of the notice is deposited in the United
States Mail for registered or certified delivery. The parties hereto reserve the
right to change the addresses or telephone numbers to which notices are to be
sent by giving notice to the other as herein provided.

The addresses and facsimile telephone numbers of the parties to which
notices are to be sent are set forth on the Term Sheet.

Any party shall have the right from time to time to change the
address to which notices to it shall be sent by giving to the other party or
parties at least five (5) days prior notice of the changed address.

11. Closing. Unless Buyer or Seller have otherwise elected hereunder to
terminate this Contract, and subject to the satisfaction or written waiver of
each of the conditions precedent to Closing set forth in Paragraph 12 hereof,
the Closing of the purchase and sale of the Property shall be held at a time set
by Buyer on the Closing Date, at a location chosen by Buyer.

12. Conditions Precedent to Closing.

a. Buyer's Conditions. Buyer's obligation to close the purchase of
the Property is subject to the satisfactory performance, occurrence or written
waiver by Buyer, in Buyer's sole discretion, of each of the following
conditions:

i. Seller shall have delivered to Buyer all of the
documents, properly executed, as required by Paragraph 13(a) hereof;

ii. No adverse change in the status of the title to the
Property as set forth in the Title Commitment shall have occurred
prior to the Closing Date;

iii. No adverse change in the status of the title to the
Personal Property shall have occurred prior to the Closing Date.

iv. No adverse change in the condition of the Improvements
or Personal Property shall have occurred prior to the Closing Date,
reasonable wear and tear excepted.

v. No default by Seller shall exist under this Contract,
this Contract shall not have terminated and Seller shall be ready,
willing and able to close under the terms hereof;

vi. The representations of Seller contained in this
Contract shall be true, complete and correct in all material respects
as of the Closing Date, without the necessity of any material
amendment or modification, with the same force and effect as if made
as of the Closing Date;

vii. Seller's obligations pursuant to Paragraph 7(d) shall
have been met;

viii. Buyer shall have entered into and executed a new
lease (the "Lease") or an assignment of Lease of the Property
acceptable to Buyer in Buyer's sole discretion with Fort Mill ford.
Inc. as tenant for the Property ("Tenant");

ix. The IPO shall have been consummated and the proceeds
thereof received by Mar Mar Realty Trust (the "Company"); and

x. Buyer shall have obtained the written consent and/or
approval of any franchisor, manufacturer, lender or other third party
deemed necessary by Buyer to complete the transactions contemplated
by this Contract.

If any of the foregoing conditions have not been satisfied or waived
within the times and in the manner required by this Contract, then Buyer may
terminate this Contract, receive a refund of the Xxxxxxx Money and seek any
remedies available at law or equity, including without limitation, specific
performance.

b. Seller's Conditions. Seller's obligation to close the sale of the
Property is subject to the satisfactory performance, occurrence or written
waiver by Seller of each of the following conditions:

i. Buyer shall pay the Purchase Price to Seller and shall
have delivered to Seller all of the documents, properly executed, as
required by Paragraph 13(b) hereof;

ii. No material default by Buyer shall exist under this
Contract, this Contract shall not have been terminated, and Buyer
shall be ready, willing and able to close under the terms hereof; and

iii. The representations of Buyer contained in this
Contract shall be true, complete and correct in all material respects
as of the Closing Date, without the necessity of any material
amendment or modification, with the same force and effect as if made
as of the Closing Date.

If any of the foregoing conditions have not been satisfied or waived
within the times and in the manner required by this Contract, then Seller may
terminate this Contract and receive the Xxxxxxx Money as liquidated damages and
as Seller's sole remedy. If Seller does not elect to terminate this Contract,
then upon Closing it shall be conclusively deemed that all the conditions listed
in this paragraph have been satisfied or waived.

13. Documents at Closing.

a. Seller's Documents. Seller shall execute and/or deliver the
following to Buyer at Closing:

i. The Deed and the Xxxx of Sale, duly executed by Seller
(and such other parties as may be required by law to transfer title)
and acknowledged and/or an executed assignment of the transferred
interest in [name of entity] in form satisfactory to Buyer's counsel,
as the case may be.

ii. The Assignment of Lease (if applicable under Paragraph
4 above).

iii. A lien and possession affidavit, duly executed by
Seller, acceptable to the Title Company.

iv. Affidavits, duly executed by Seller, to satisfy federal
and state tax reporting requirements.

v. An affidavit, duly executed by Seller, that Seller is
not a "foreign person" within the meaning of the Foreign Investment
in Real Property Tax Act.

vi. A certificate, duly executed by Seller and notarized,
that the representations of Seller contained in this Contract remain
true, complete and correct in al] material respects as of the Closing
Date.

vii. A settlement statement, duly executed by Seller,
setting forth the amounts paid by or on behalf of and/or credited to
each of Buyer and Seller pursuant to this Contract.

viii. A resolution executed by all of the directors,
general partners, members and/or managers, as applicable, of Seller
(and any entities constituting Seller) authorizing the performance of
the terms of this Contract by Seller.

ix. Such other customary documents and assurances as shall
be reasonably required by Buyer's counsel.

b. Buyer's Documents. Buyer shall execute and/or deliver the
following to Seller at Closing:

i. A certificate, duly executed by Buyer and notarized,
that the representations of Buyer contained in this Contract remain
true, complete and correct in all material respects as of the Closing
Date.

ii. The Assignment of Lease (if applicable under Paragraph
4 above).

iii. A settlement statement, duly executed by Buyer,
setting forth the amounts paid by or on behalf of and/or credited to
each of Buyer and Seller pursuant to this Contract.

iv. Such other customary documents as shall be reasonably
required by Seller's counsel.

14. Representations and Warranties.

a. Representations and Warranties by Seller. Seller hereby represents
and warrants to Buyer that:

i. Seller has no notice of any pending or threatened
condemnation or similar proceeding or assessment affecting the
Property, or any part thereof, nor to the best of its knowledge, is
any such proceeding or assessment contemplated by any governmental
authority.

ii. There are no and have not been any Hazardous Materials
or underground storage tanks at, on, under or around the Property;
the Property is and has been in compliance with all applicable
Environmental Laws; there are no actions, suits, claims, proceedings,
investigations or enforcement actions pending or threatened under any
Environmental Law with respect to the Property; and Seller has not
received any notice, claim or demand from any governmental entity or
other person regarding the presence of Hazardous Materials at, on,
under or around the Property or alleging that the Property is in
violation of any Environmental Laws.

iii. Seller has complied with all applicable laws,
ordinances, regulations and statutes relating to the Property or any
part thereof and is not in violation of any such laws as they relate
to the Property.

iv. There are no restrictions or applicable regulations
which prevent the use of the Property for the uses intended by
Tenant.

v. The restrictive covenants encumbering the Real Property
(if any) have not been violated and will not be violated by the
operation of the uses intended by the Tenant and there are no
assessments owed pursuant to such restrictions.

vi. Other than ad valorem property taxes which are not yet
due and payable, there are no other taxes or assessments pending or
periodically charged to Seller with respect to the Property.

vii. Seller is not a "foreign person" as defined in Section
1445(f)(3) of the Code.

viii. None of the Property constitutes tax-exempt bond
financed property or tax-exempt use property within the meaning of
Section 168 of the Code, and none of the Property is subject to a
lease, safe harbor lease or other arrangement as a result of which
Seller is not treated as the owner for federal income tax purposes.

ix. There are no Tax liens on the Property, except liens
for Taxes not yet due and payable. Purchaser will not be liable for
any unpaid Taxes of Seller, except current's year's Taxes prorated
pursuant to this Contract.

x. Seller has been duly organized and is validly existing
and in good standing under the laws of its jurisdiction of
organization, and is qualified to do business and in good standing in
all other jurisdictions where such qualification is necessary to
carry on its business as now conducted except where the failure to so
qualify would not have a material adverse effect on the ability of
such Seller to perform its obligations under this Contract.

xi. Seller has full power and authority to own, lease,
operate and sell the Property owned by it, and to enter into this
Contract and the other documents to be executed by it pursuant to
this Contract and to consummate the transactions contemplated hereby.
The execution, delivery and performance by Seller of this Contract
have been, and the documents to be executed by it pursuant to this
Contract shall be, duly and validly approved by all necessary
partnership, corporate or other applicable action and no other
actions or proceedings on the part of Seller are necessary to
authorize this Contract and the transactions contemplated hereby and
thereby, Seller has complied with applicable law and valid agreements
binding upon it in connection with its solicitation of any necessary
approvals or consents related to this transaction and obtaining
appropriate authorization. No consent, waiver, approval or
authorization of, or filing, registration or qualification with, or
notice to, any governmental instrumentality or any other Person is
required to be made, obtained or given by Seller in connection with
the execution, delivery end performance of this Contract and the
documents executed by Seller pursuant to this Contract. The joinder
of no entity or Person other than Seller will be necessary to perform
its obligations hereunder. Seller has duly and validly executed and
delivered this Contract. This Contract constitutes, and the documents
executed by such Seller pursuant to this Contract when executed will
constitute,

legal, valid and binding obligations of Seller enforceable against it
in accordance with their respective terms, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and transfer and other similar laws of general
application, heretofore or hereafter enacted or in effect, affecting
the rights and remedies of creditors generally, and (b) the exercise
of judicial or administrative discretion in accordance with general
equitable principles, particularly as to the availability of the
remedy of specific performance or other injunctive relief.

xii. The execution and delivery of, and the performance by
Seller of its obligations under, this Contract do not and will not
contravene, or constitute a default under, any provision of
applicable law or regulation, Seller's organizational documents or
any agreement, judgment, injunction, order, decree or other
instrument binding upon the Seller, or result in the creation of any
lien or other encumbrance on any asset of Seller. There are no
outstanding agreements (written or oral) pursuant to which Seller (or
any predecessor to or representative of Seller) has agreed to sell or
has granted an option or right of first refusal to purchase the
Property or any part thereof.

xiii. Seller has not applied to or entered into any
agreement with any governmental official, agency or body or with any
other Person or entity with respect to any modification, variance or
exception regarding zoning, building codes and similar laws and
regulations that affects the Property. Seller has all licenses,
permits and certificates necessary for the use and operation of the
Property owned by it (as presently used and operated), including,
without limitation, all certificates of occupancy necessary for the
occupancy of such Property, except where the failure to have such
licenses, permits and certificates would not materially and adversely
affect the value, use or operation of the Property affected thereby.
To Seller's knowledge, neither the Property owned by it nor the
current use thereof violates any governmental law or regulation
(exclusive of any environmental laws) or any covenants or
restrictions encumbering such Property, except such violations which
would not materially and adversely affect the value, use or operation
of the Property affected thereby. Either Seller, or, if required by
the terms of their respective Leases, the tenants of the Property
owned by it, now have in force insurance policies relating to such
Property covering such risks and with policy limits and deductibles
in such amounts as would be maintained by prudent operators of
properties similar in use and configuration to such Property and
located in the locality in which such Property are located. Seller
has not received any written notice from any insurance company or
underwriter of any defect that would materially adversely affect the
insurability of the Property owned by it or cause an increase in
insurance premiums over current levels. Seller has not received any
written notice of violations or alleged violations of any laws,
rules, regulations or codes with respect to the Property owned by it
which have not been corrected to the satisfaction of the issuer of
the notice or which, if uncorrected, would have a material adverse
effect on the value, use or operation of the Property affected
thereby. To Seller's knowledge, there is no pending or contemplated
condemnation or other eminent domain proceeding affecting all or any
part of the Property owned by it.

xiv. There is no action, suit or proceeding pending or, to
Seller's knowledge, threatened against Seller or the Property owned
by it which, if adversely determined, would have a material adverse
effect on the financial condition or results of operations of Seller
or the Property owned by it or which challenges or impairs the
ability of Seller to execute or deliver, or perform its obligations
under, this Contract and the documents executed by it pursuant to
this Contract or to consummate the transactions contemplated herein.

xv. Each Seller has good and marketable or indefeasible
title to each Property owned by it, free and clear of all liens other
than Permitted Exceptions.

xvi. Seller has been solvent at all times prior to and will
be solvent immediately following the Closing.

xvii. To Seller's knowledge, all water, sewer, gas,
electric, telephone and drainage facilities, and other utilities
required for the normal and proper operation of the Property owned by
it, are installed and connected to the Improvements with valid
permits, and are adequate to serve the Improvements for their current
use and to permit full compliance with all requirements of law and
the Leases. To Seller's knowledge, all permits and connection fees
are fully paid. To Seller's knowledge, all utilities serving the
Improvements enter it through currently effective public or private
easements. To Seller's knowledge, no fact or condition exists which
would result in the termination of such utilities services to the
Improvements.

b. Representations and Warranties by Buyer. Buyer hereby represents
and warrants to Seller that as of the Effective Date:

i. Buyer is a duly organized and validly existing Delaware
limited partnership and is authorized to purchase property in the
state in which the Property is located, and Buyer has the power and
authority to enter into this Contract.

ii. This Contract and all documents executed by Buyer which
are to be delivered to Seller at Closing are or at the time of
delivery will be duly authorized, executed and delivered by Buyer,
and are or at the time of Closing, will be legal, valid, binding
obligations of Buyer, and do not and at Closing will not violate any
provisions of any agreement or any applicable governmental law or
regulation to which Buyer is a party or to which it is subject.

c. Indemnities.

i. Buyer and Seller hereby agree that they have each relied
upon the representations and warranties given by the respective
parties in Paragraph 1 4(a) and 14(b). Buyer shall indemnify and hold
Seller harmless from and against any and all liabilities, losses,
costs, damages, expenses, including reasonable attorneys' fees and
costs of litigation, arising or resulting from the untruth of any of
Buyer's representations and warranties set forth in Paragraph 14(b).
Seller shall indemnify and hold Buyer harmless from and against any
and all liabilities, losses, costs, damages and expenses, including
reasonable

attorneys' fees and costs of litigation, which Buyer shall suffer or
incur because of the untruth of any of Seller's representations and
warranties set forth in Paragraph 14(a).

ii. Seller shall immediately remove and remediate any
Hazardous Materials present in, on, under or around the Property
(including, without limitation, the soil, groundwater, surface water,
sediment or other media) as of the Closing Date, along with any
migration, alteration or worsening of any such Environmental
Condition prior to or after the Closing Date, in accordance with all
applicable Environmental Laws and to the satisfaction of Buyer.

iii. Seller, its successors and assigns, shall indemnify,
release and hold Buyer, its successors, assigns, tenants, subtenants,
agents, partners, lenders and employees, harmless from and against
all Liabilities (defined below) arising directly or indirectly out of
or related to (i) the presence, disturbance, discharge, release,
removal, remediation or cleanup of Hazardous Materials in, on, under
or around the Property (including, without limitation, the soil,
groundwater, surface water, sediment or other media) as of the
Closing Date and any migration, alteration or worsening of any such
Environmental Condition prior to or after the Closing Date, and (ii)
any failure of the Property to comply with Environmental Laws as of
the Closing Date. The term "Liabilities" as used in this paragraph
shall mean any and all liabilities, liens, expenses, obligations,
demands, damages (including, but not limited to, personal injury and
property damages, punitive damages, multiple damages and
consequential and incidental damages), costs, cleanup costs, response
costs, remediation costs, losses, causes of action, claims for
relief, attorneys and other legal fees, consultants' and other
professional fees, penalties, fines, assessments and charges.

15. Default; Remedies.

a. Buyer Default. If the purchase and sale of the Property is not
consummated in accordance with the terms and conditions of this Contract due to
circumstances or conditions which constitute a default by Buyer under this
Contract, then the Xxxxxxx Money shall be delivered to Seller as full liquidated
damages and Seller's sole remedy for such default. Seller and Buyer acknowledge
that Seller's actual damages in the event of a default by Buyer under this
Contract will be diff~cult to ascertain, that such liquidated damages represent
the Seller's and Buyer's best estimate of such damages and that the Seller and
Buyer believe such liquidated damages are a reasonable estimate of such damages.
The foregoing liquidated damages are intended not as a penalty, but as full
liquidated damages, in the event of Buyer's default and as compensation for
Seller's taking the Property off the market during the term of this Contract.
Such delivery of the Xxxxxxx Money shall be the sole and exclusive remedy of
Seller by reason of a default by Buyer under this Contract, and Seller hereby
waives and releases any right to xxx Buyer, and hereby covenants not to xxx
Buyer, for specific performance of this Contract or to prove that Seller's
actual damages exceed the Xxxxxxx Money which is herein provided Seller as full
liquidated damages.

b. Seller Default. If (i) any representation or warranty of Seller
set forth in this Contract shall prove to be untrue or incorrect in any respect,
or (ii) Seller shall fail to keep, observe, perform, satisfy or comply with,
fully and completely, any of the terms, covenants, conditions, agreements,

requirements, restrictions or provisions required by this Contract to be kept,
observed, performed, satisfied or complied with by Seller, or (iii) the purchase
and sale of the Property is otherwise not consummated in accordance with the
terms and provisions of this Contract due to circumstances or conditions which
constitute a default by Seller under this Contract (the matters described in the
foregoing clauses (i), (ii) and (iii) are hereinafter sometimes collectively
called "Seller Defaults"), then the Xxxxxxx Money shall be refunded to Buyer
immediately upon request, and Buyer may exercise such rights and remedies as may
be provided for in this Contract or as may be provided for or allowed by law or
in equity. Buyer's remedies in the event of the occurrence of any of the Seller
Defaults shall specifically include, without limitation, (x) the right to
enforce specific performance of this Contract and (y) the right to seek, prove
and recover (to the extent proven) monetary damages from Seller in an amount
equal to all actual out-of-pocket costs and expenses paid or incurred by Buyer
in connection with its execution of and entry into this Contract and its
proposed purchase of the Property, including, without limitation, (i) attorney's
fees and disbursements in connection with the negotiation and execution of this
Contract, the examination of title to the Property, and any other legal matter
undertaken by Buyer pertaining to the Property, and (ii) any examinations,
investigations, tests and inspections, undertaken by Buyer with respect to the
Property.

16. Post-Closing Covenants of Seller. Seller covenants and agrees that from and
after the Closing: (a) Seller does not, and shall not at any time own, directly
or indirectly (actually or by applying constructive ownership rules set forth in
Section 856(d)(5) of the Internal Revenue Code of 1986, as amended (the "Code"))
ten percent (10%) or more in value of the shares of the Company or unless
expressly waived by the Board of Directors of the Company, a ten percent (10%)
or greater interest in Buyer; and (b) Seller is not and will not be a
"tax-exempt entity" (within the meaning of Section 1 68(h)(2) of the Code), and
no person holding an interest in Seller is or will be a person that causes all
or any portion of the Property to be treated as "tax-exempt use property"
(within the meaning of Section 1 68(h)( l ) of the Code).

17. Pre-Closing Covenants of Seller. Seller covenants and agrees that from and
after the Effective Date until the Closing:

a. Access. Seller shall afford to Buyer, its attorneys, accountants,
and such other representatives of Buyer as Buyer shall designate to Seller in
writing, free and full access at all reasonable times, and upon reasonable prior
notice, to the Property and the books and records of Seller, in order that Buyer
may have full opportunity to make such investigation as it shall reasonably
desire of the Property (including, without limitation, any appraisals or
inspections thereof).

b. Cooperation in IPO Preparation. Seller shall cooperate in the
preparation by an affiliate of Buyer of a Form S- 1 1 under the Securities Act
of 1933, as amended, to be filed with the Securities and Exchange Commission
(the "Commission") and the closing of the offering registered thereby. Seller
shall provide access by Buyer's representatives, to all financial and other
information relating to the Property which would be sufficient to enable them to
prepare audited financial statements in conformity with Regulation S-X of the
Commission and to enable them to prepare a registration statement, report or
disclosure statement for filing with the Commission. Seller shall also provide
to Buyer's representatives a signed representative letter and a hold harmless
letter which

would be sufficient to enable an independent public accountant to render an
opinion on the financial statements related to the Property.

c. Cooperation in Obtaining Buyer's Consents. Seller shall use its
reasonable best efforts in cooperating with Buyer in the preparation of and
delivery to any automobile manufacturer(s) or other third party as soon as
practicable after the Effective Date of an application and/or other information
necessary to obtain such automobile manufacturer(s)' or other third party's
consent to and/or the approval of the transactions contemplated by this Contract
in satisfaction of the conditions expressed in Paragraph 12(a)(x).

18. Broker's Commission. Buyer and Seller represent and warrant to the other
that neither of them have engaged or contracted with any person, firm or entity
to serve or act as a broker, agent or finder for the purpose of the sale and
purchase of the Property, and that no broker's or real estate or other similar
commissions or fees are or shall be due in respect of the transaction
contemplated by this Contract. The Buyer and Seller each agree to indemnify,
defend and save harmless the other from and against any cost and expense,
including reasonable attorney's fees, incurred by the other as a result of the
untruth of any of the foregoing representations made by it.

19. Entire Agreement. This Contract constitutes the entire agreement between
Buyer and Seller with respect to the Property and may not be amended except by
written instrument executed by Buyer and Seller. Any other agreements, written
or oral, between Buyer and Seller with respect to the Property are hereby
superseded in their entirety by this Contract.

20. Headings. The paragraph headings are inserted for convenience only and are
in no way intended to describe, interpret, define or limit the scope or content
of this Contract or any provision hereof.

21. Construction. Words of any gender used in this Contract shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural, and vice versa, unless the context requires
otherwise. Any disputes regarding the interpretation of any portion of this
Contract shall not be presumptively construed against the drafting party.

22. Remedies Cumulative. All rights, powers and privileges conferred hereunder
upon the parties hereto shall be cumulative and in addition to those other
rights, powers and remedies hereunder and those available at law or in equity.
All such rights, powers and remedies may be exercised separately or at once, and
no exercise of any right, power or remedy shall be construed to be an election
of remedies or shall preclude the future exercise of any or all other rights,
powers and remedies granted hereunder or available at law or in equity, except
as expressly provided herein.

23. No Waiver. Neither the failure of either party to exercise any power given
such party hereunder nor to insist upon strict compliance with its obligations
hereunder, nor any custom or practice of the parties at variance with the terms
hereof shall constitute a waiver of either party's right to demand exact
compliance with the terms hereof.

24. Applicable Law. This Contract shall be construed and interpreted in
accordance with the laws of the state in which the Property is located.

25. Successors and Assigns. This Contract shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.

26. Counterparts. This Contract may be executed in two (2) or more counterparts.

27. Survival. Seller's and Buyer's representations, warranties and indemnities
set forth in Paragraphs 14 and 15 shall survive closing forever.

28. Escrow. The Xxxxxxx Money shall be held in escrow with Title Company upon
the following terms and conditions:

a. The Xxxxxxx Money shall be deposited in an interest bearing money
market account. Interest on the Xxxxxxx Money shall belong to Buyer, unless this
Contract is terminated by Seller pursuant to Paragraph 15(a).

b. Buyer and Seller agree that Title Company, as escrow agent
hereunder, shall not be liable in connection herewith for any reason except
gross negligence or intentional misconduct.

c. Buyer and Seller hereby indemnify Title Company, as escrow agent,
for all loss, costs, damages and expenses, including reasonable attorneys' fees
and expenses, associated with acting as escrow agent hereunder. If a dispute
arises as to the funds held by Title Company as escrow agent, then Title Company
may file an interpleader action in the appropriate court in the county in which
the Real Property is located and be relieved of all obligations hereunder.

d. The escrow shall terminate upon the earlier of the termination of
this Contract or the Closing.

29. Tax Deferred Exchange. At its option, Seller may assign its rights to sell
the Property pursuant to this Contract to a Qualified Intermediary Trustee or
Escrow Agent as those terms are defined in Treasury Regulations ss.1 .1031 (k)-
l or successor provisions (collectively, the "Qualified Intermediary") for the
purpose of conveying the Property pursuant to a transaction which qualifies as
an Exchange of Property pursuant to the provisions of Section 1031 of the
Internal Revenue Code of 1986, as amended (the "Code"). If Seller assigns its
rights to sell the Property pursuant to this Contract to the Qualified
Intermediary and Seller provides written notice of such assignment to Buyer on
or prior to the date of the Closing, Buyer agrees to fully cooperate with Seller
and with the Qualified Intermediary and to take all reasonable actions requested
by the Qualified Intermediary or by Seller to assist Seller and the Qualified
Intermediary in satisfying the requirements of Section 1031 of the Code,
including satisfying any of Buyer's obligations under this Contract directly to
the Qualified Intermediary. If Seller assigns its right to sell the Property
pursuant to this Contract to the Qualified Intermediary, the Qualified
Intermediary will direct Seller to convey the Property to Buyer on the date of
Closing in accordance with the terms of this Contract. Simultaneously with the

conveyance of the Property to the Buyer, Buyer shall pay the Purchase Price to
the Qualified Intermediary. Buyer understands and acknowledges that a material
inducement to Seller's entry into this Contract is Seller's right to structure
this transaction so as to qualify the same as an Exchange of Property in
compliance with the provisions of Section 1031 of the Code, and agrees that this
Contract shall be interpreted, construed and applied in such a manner as to
qualify the transactions contemplated herein as an Exchange of Property in
compliance with the provisions of Section 1031 of the Code. Buyer makes no
representations and gives no warranties with respect to the tax effects of the
proposed exchange transactions. Seller shall reimburse Buyer for any closing
costs incurred by Buyer as a result of any exchange transaction arranged by
Seller which Buyer would have otherwise not incurred but for the Seller's
structuring of the transaction as an exchange. Additionally, notwithstanding
Seller's assignment of this Contract to a Qualified Intermediary, Seller shall
remain fully liable to Buyer for the performance of all indemnities and other
obligations hereunder and under no circumstances shall Buyer take title to any
replacement property for Seller and Seller shall not contractually obligate
itself or Buyer to do so.

30. Cooperation on Tax Matters.

a. Seller and Buyer shall each furnish to the other, upon request and
as promptly as practicable, such information (including access to books and
records) and assistance relating to the Property as is reasonably necessary for
(i) the filing of any Tax Return, the preparation for any Tax audit, and the
prosecution or defense of any claim, suit or proceeding relating to any proposed
Tax adjustment which may affect the prorations under this Agreement and (ii) for
the performance by Seller and Buyer of their respective obligations under this
Agreement. Seller and Buyer shall keep all such information and documents
received by them confidential unless otherwise required to be disclosed by law.

b. Seller and Buyer agree to give the other reasonable notice prior
to transferring, discarding or destroying any such books and records relating to
Tax matters of the Property and, if so requested, Seller and Buyer shall allow
the requesting party to take possession of such books and records.

c. Seller and Buyer shall cooperate with each other in the conduct of
any audit or other proceedings with respect to the Property for any Tax
purposes.

IN WITNESS WHEREOF, Buyer and Seller have executed the foregoing
instrument under seal as of the Effective Date.

[SIGNATURE LINES ARE CONTAINED ON THE TERM SHEET]

TERM SHEET TO
CONTRACT TO PURCHASE AND SELL PROPERTY

This Term Sheet (Consisting of two (2) pages) and the terms and provisions
hereof (the "Term Sheet") is attached to and made a part of the Contract to
Purchase and Transfer Property (which, collectively with this Term Sheet, is
called the "Contract") between the following parties:

---------------------------------------------------------------------------------------------------------------------
Seller: Sonic Automotive, Inc.
("Seller"), a Corporation organized and existing under the laws of
the State of Delaware whose address for notices is:
---------------------------------------------------------------------------------------------------------------------
0000 X. Xxxxxxxxxxxx Xxxx. With a Copy to:
X.X. Xxx 00000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
---------------------------------------------------------------------------------------------------------------------
Attention: Xxxxxxxx X. Xxxxxx Attention:
---------------------------------------------------------------------------------------------------------------------
Telefax No.: (000) 000-0000 Telefax No.:
---------------------------------------------------------------------------------------------------------------------
Telephone No.: (000) 000-0000 Telephone No.:
---------------------------------------------------------------------------------------------------------------------

Buyer: Mar Mar Realty Limited Partnership ("Buyer"), a Delaware limited partnership whose address
for notices is:
---------------------------------------------------------------------------------------------------------------------
Independence Office Park With a Copy to:
0000 Xxxxxxxx Xxxx Xxxx X. Xxxxxx
Suite 106 Parker, Poe, Xxxxx & Xxxxxxxxx, LLP
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
---------------------------------------------------------------------------------------------------------------------
Attention: Xxx Xxxxxxxxxx Telefax No.: (000) 000-0000
---------------------------------------------------------------------------------------------------------------------
Telefax No.: (000) 000-0000 Telephone No.: (000) 000-0000
---------------------------------------------------------------------------------------------------------------------
Telephone No.: (000) 000-0000
---------------------------------------------------------------------------------------------------------------------

The following are the principal terms of the transaction and shall govern the
remainder of the Contract if inconsistent therewith:

Effective Date June 26 1998, subject to Definitions Paragraph 1(I).
---------------------------------------------------------------------------------------------------------------------
Real Property The Land described on Exhibit A hereto and all Improvements thereon and
appurtenances thereto located in York County, State of South Carolina.
---------------------------------------------------------------------------------------------------------------------
Personalty The personal property (if any) to be conveyed by Seller to Buyer, as described
on Exhibit C hereto.

Purchase Price: Four Million Five Hundred Seventy-one Thousand Four Hundred Twenty-nine
Dollars ($4,571,429.00)

The Purchase Price shall be allocated as follows:

Land $

Real Property Improvements $

Personal Property $
---------------------------------------------------------------------------------------------------------------------

Xxxxxxx Money: One Thousand Dollars ($1,000.00)
---------------------------------------------------------------------------------------------------------------------
Inspection Period: Forty-five (45) days after Buyer receives all of the items set forth in Paragraph
7(a).
---------------------------------------------------------------------------------------------------------------------
Closing Date: Set forth in Definitions Paragraph 1(e).
---------------------------------------------------------------------------------------------------------------------
BUYER: SELLER:

Mar Mar Realty Limited Partnership (SEAL) Sonic Automotive, Inc. (SEAL)

By: Mar Mar Realty Trust, General Partner By: /s/ B. Xxxxx Xxxxx
Its: President

By: /s/ Xxxxx Xxxxxxxxxx
Its: Executive Vice President

Exhibit A The Land
Exhibit B Permitted Exceptions
Exhibit C Personalty
Exhibit D Assignment and Assumption of Lease

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