TERMS

EXHIBIT 10.9
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 and 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 specified 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") of the Property acceptable to Buyer in
Buyer's sole discretion with Xxxxxx Xxxxx Corporation as tenant for
the Property acceptable to Buyer in Buyer's sole discretion
("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.

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 all 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 and 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 14(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 difficult 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 168(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 168(h)(1) 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-11 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)-1 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 Mecklenburg County, State of North
Carolina.
---------------------------------------------------------------------------------------------------------------------
Personalty The personal property (if any) to be conveyed by Seller to Buyer, as described
on Exhibit C hereto.

Purchase Price: Five Million Seven Hundred Fourteen Thousand Two Hundred Eighty-six
Dollars ($5,714,286.00)

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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