CALIFORNIA, STATE OF - JUDICIAL COUNCIL OF CALIFORNIA - 2005

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. . Agreement lists the capitalized terms and refers to the applicable section of this Agreement in which each capitalized term is first defined. 3. DESCRIPTION OF PROPERTY; STATE PROJECT, 3,1, Description of Real Property. Seller agrees to sell, convey, and deliver to Buyer, and Buyer agrees to acquire and accept from Seller, all of Seller's right, title, and interest in and to that certain land situated in the City of Santa Ana, County of Orange, State of California (the "Land"), as more particularly described in the form of the Grant Deed attached hereto as Exhibit A ("Grant Deed") along with any improvements affixed to the Land which have not been removed pursuant to the terms hereof ("Improvements"), and all privileges, entitlements, easements, and appurtenances pertaining to the Land and the Improvements ("Appurtenances") (the Land, Improvements, and Appurtenances are referred to herein collectively as the "Real Property"), subject to the terms and conditions set forth in this Agreement. 3,2, Description of State Project. Buyer is acquiring the Real Property with the intention of designing and constructing certain court facilities and related improvements thereon, including a two or three story building with an area of approximately 55,000 gross square feet ("State Project"), for use by the Court of Appeal, Fourth Appellate District, of the State of California ("Court") for judicial, court, administrative, office, and related purposes. Buyer anticipates that the construction of the State Project will commence on or about March 1, 2007. The parties acknowledge that the State legislature has authorized the State Project as follows: Line Item 0250-301-0001(2), of the Budget Act of 2000 (Ch. 52, Stats. of 2000), as reappropriated, in part, in the Budget Act of 2003 and pending further reappropriation in the proposed Budget Act of 2005; and Line Item 0250-301-0660 (1) of the Budget Act of 2002 (Ch. 379, Stats. 2002), as reappropriated in the Budget Acts of 2003 and 2004. 4. PURCHASE PRICE, The "Purchase Price" of the Real Property is ONE AND NO/100 DOLLAR ($1,00). The parties acknowledge that the Purchase Price and the other mutual covenants and agreements contained herein are adequate and sufficient consideration in support of this Agreement. 5. CLOSING DATE. Subject to the terms and conditions set forth herein, the parties shall consummate the Ciose of Escrow by no later than the earlier of the following: (i) 11 :59 p.m. (PST) of the thirtieth (30th) day after Seller has caused the substantial completion of construction of the City Parking Structure pursuant to Section 6.9 of this Agreement, or (ii) 11 :59 p.m. (PST) on December 1, 2006 ("Closing Date"). Buyer and Seller shall each have a one-time right to extend the Closing Date for a period of up to sixty (60) days at any time prior to the current Closing Date by delivering to the other Party and to Escrow Holder a written notice specifying the new Closing Date. 6. BUYER CONTINGENCIES. Buyer shall not be obligated to consummate the Close of Escrow unless and until each and all of the obligations, conditions precedent, and contingencies set forth in Sections 6.1 through 6.16 (each a "Buyer Contingency," and collectively "Buyer Contingencies") are performed and satisfied within the applicable time periods specified herein. The Buyer Page 2 (Rev.07121J05) 557986.11