TD Bank

The purpose of this Letter of Intent is to set forth the general terms and conditions under which is interested in buying the above referenced property. This is a non-binding letter of intent. The Buyer and Seller agree that the terms set forth below are not all of the material terms that need to be agreed to by them. There are additional material terms that the parties will negotiate as they complete the Purchase Agreement and Escrow Instructions. If the terms below stated are acceptable, it is our intention to negotiate the remaining material terms and complete a Purchase and Sale Agreement and Escrow instructions within fifteen (15) days of the date this Letter of Intent is executed by both parties.

Due Diligence:

Buyer shall have:

days following the execution of a formal purchase agreement and escrow instructions and Buyer’s receipt of all books and records for the subject property to conduct its due diligence with respect to the acquisition of the property. The following items will be made available to Buyer provided that they are in the possession of the seller.

• Phase I Environmental Report

• Preliminary Title Report

• Alta Survey

• Full Copies of Leases and other related documents including REA’s

• Building Plans

• Tenant Financial Statements (if available)

• Building Guarantees and Contract Agreements (if any)

Close of Escrow

The closing of the transaction contemplated herein shall take place on or before:

days from the expiration of the due-diligence period.

Closing Costs

Seller and Buyer shall share all escrow and recording fees on an equal basis. Buyer shall pay for title insurance and any updates to environmental reports or surveys. Transfer tax will be allotted per local custom.

While this is not an offer to purchase, if you are in agreement with the general terms we have set forth, please so indicate by signing a copy of this Letter of Intent and returning it.

Thank you for your consideration in this matter.

Sincerely,

Accepted & Agreed