Assignment of Purchase Agreement and Escrow Instructions (2005)Full Document 

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                        ASSIGNMENT OF PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS

                       BRAINERD DRUGSTORE, LLC, AS SELLER
                                       AND
                             SERIES A, LLC, AS BUYER

      ASSIGNOR, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, does hereby assign all of its right, title and
interest in that certain Purchase Agreement and Escrow Instructions (the
"Purchase Agreement") described herein, to ASSIGNEE and its successors and
assigns. The Purchase Agreement is described as follows:

      DATE OF AGREEMENT:  August 18, 2005, as amended on August 26, 2005,
                          September 1, 2005, and September 7, 2005

      ORIGINAL BUYER:     Series A, LLC

      ASSIGNED TO:        Cole WG Brainerd MN, LLC

      PROPERTY ADDRESS:   340 W. Washington St., Brainerd, MN  56401

      ASSIGNOR acknowledges that it is not released from any and all obligations
or liabilities under said Purchase Agreement with the exception of the earnest
money deposit which is currently in escrow.

      ASSIGNEE hereby agrees to assume and be responsible for all obligations
and liabilities under said Purchase Agreement. This Assignment shall be in full
force and effect upon its full execution.

      Executed this 28th day of September, 2005.

ASSIGNOR:                                 ASSIGNEE:

SERIES A, LLC,                            COLE WG BRAINERD MN, LLC,
an Arizona limited liability company      a Delaware limited liability company

                                          By: COLE REIT ADVISORS II, LLC, a
                                            Delaware limited liability company,
                                            its Manager
By: /s/ John M. Pons
    ----------------------
      John M. Pons
      Authorized Officer

                                              By: /s/ John M. Pons
                                                  ------------------------------
                                                    John M. Pons
                                                    Senior Vice President


                                                                    EXHIBIT 10.3

                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS

                                     BETWEEN

                             BRAINERD DRUGSTORE, LLC

                                    AS SELLER

                                       AND

                                  SERIES A, LLC

                                    AS BUYER

                                 AUGUST 18, 2005

                                       1


                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

DATED:      Dated to be effective as of August 18, 2005 (the "Effective Date").

PARTIES:    This Purchase Agreement and Escrow Instructions (this "Agreement")
            is between Brainerd Drugstore, LLC, a Colorado limited liability
            company, as "Seller", and Series A, LLC, an Arizona limited
            liability company, as "Buyer".

      WHEREAS, as of the Effective Date, Seller is the owner of that certain
improved property located at 340 West Washington Street, Brainerd, Minnesota,
that is legally described on Exhibit A attached (the "Real Property");

      WHEREAS, as of the Effective Date, the Real Property is improved with a
building containing approximately 15,076 square feet (the "Building"), which
Building is leased to Walgreen Co., an Illinois corporation ("Tenant") in
accordance with a written lease dated May 17, 1999 as amended by an Amendment to
Lease dated November 12, 1999 (collectively, the "Lease"). The Real Property,
the Building, the improvements to the Real Property (the "Improvements"), the
personal property, if any, of Seller located on the Real Property and Seller's
interest in the Lease and all rents issued and profits due or to become due
under the Lease are collectively referred to as the "Property"; and

      WHEREAS, Buyer desires to purchase the Property from Seller and Seller
desires to sell the Property to Buyer, all as more particularly set forth in
this Purchase Agreement and Escrow Instructions (this "Agreement").

      NOW THEREFORE, in consideration of the promises set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, Seller and Buyer (collectively, the "Parties" or
individually, a "Party") agree as follows:

      1. INCORPORATION OF RECITALS. All of the Recitals are incorporated as
agreements of the Parties.

      2. BINDING AGREEMENT. This Agreement constitutes a binding agreement
between Seller and Buyer for the sale and purchase of the Property subject to
the terms set forth in this Agreement. Subject to the limitations set forth in
this Agreement, this Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns. This Agreement supersedes
all other written or verbal agreements between the Parties concerning any
transaction embodied in this Agreement. No claim of waiver or modification
concerning the provisions of this Agreement shall be made against a Party unless
based upon a written instrument signed by such Party.

                                       2


      3. INCLUSIONS IN PROPERTY.

            (a) The Property. The term "Property" also shall include the
following:

                  (1) all tenements, hereditaments and appurtenances pertaining
to the Real Property;

                  (2) all mineral, water and irrigation rights, if any, running
with or otherwise pertaining to the Real Property;

                  (3) all interest, if any, of Seller in any road adjoining the
Real Property;

                  (4) all interest, if any, of Seller in any award made or to be
made or settlement in lieu of such award for damage to the Property by reason of
condemnation, eminent domain or exercise of police power;

                  (5) all of Seller's interest in the Building, the Improvements
and any other improvements and fixtures on the Real Property;

                  (6) all of Seller's interest, if any, in any equipment,
machinery and personal property on or used in connection with the Real Property
(the "Personalty");

                  (7) the Lease and security deposit, if any, now or hereafter
due under the Lease; and,

                  (8) all of Seller's interest, to the extent transferable, in
any permits and licenses (the "Permits"), warranties, contractual rights and
intangibles with respect to the operation, maintenance, repair or improvement of
the Property (the "Contracts").

            (b) The Transfer Documents. Except for the Personalty which shall be
transferred by that certain bill of sale from Seller to Buyer, a specimen of
which is attached as Exhibit B (the "Bill of Sale"), the Lease which is to be
transferred by that certain assignment and assumption of lease, a specimen of
which is attached as Exhibit C (the "Assignment of Lease"), the Permits and
Contracts which are to be transferred by that certain assignment agreement, a
specimen of which is attached as Exhibit D (the "Assignment Agreement"), all
components of the Property shall be transferred and conveyed by execution and
delivery of Seller's limited warranty deed, a specimen of which is attached as
Exhibit E (the "Deed"). The Bill of Sale, the Assignment of Lease, the
Assignment Agreement and the Deed are hereinafter collectively referred to as

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