Online Only Bidding Auction, 160 Beechwood Avenue, Pawtucket, RI

TERMS AND CONDITIONS

1. All right, title and interest conveyed by the State will be sold subject to the
terms and conditions in the published notice of sale and those hereinafter set.

2. A deposit of $25,000.00 (bank or certified check) is required in order to bid on
this property. An additional deposit to total 5% (by bank or certified check) of
sale price required by the highest bidder is required within 48 hours of the
conclusion of the bidding. If the required deposit is not so made, the property
may, at the discretion of the auctioneer, be immediately resold, upon the same
terms and conditions, without further notice, but such resale shall not release
the defaulting purchaser from liability for breach of contract.

3. The balance of the purchase price shall be paid by bank or certified check or
wire transfer payable to the "General Treasurer State of Rhode Island" within
ninety (90) days from the "Effective Date" of the Purchase and Sale Contract
or on a date that is mutually agreed upon by the successful bidder and the State
of Rhode Island. The "Effective Date" of the Purchase and Sale contract shall
be the date when it receives approval and signatures of the State Properties
Committee.

4. Sale of the Property shall be contingent upon the following special conditions:
a) The Buyer shall have sixty (60) days from the Effective
Date of this Purchase and Sale Contract (the "Inspection
Period") to satisfy itself as to the acceptability and
suitability of the Property for purchase, including
making the inspections set forth in Sub-section (b),
below. In the event that Buyer, in its sole and absolute
discretion is not satisfied with the results of either the
Inspection Period Tests, as defined below, conducted
during the Inspection Period including but not limited to,
either the "Phase I" hazardous waste site assessment or
condition of the Seller's title to the Property, then Buyer
shall notify Seller in writing on or before the expiration
of the Inspection Period of its dissatisfaction, at which
time this Purchase and Sale Contract shall be considered
null and void and of no further force and effect and the
Deposit shall be promptly returned to Buyer.
b) During the Inspection Period, Buyer shall have the right
to conduct any and all necessary tests, studies and
examinations of the Property including, but not limited
to, examination of the title to the Property and a "Phase
I" hazardous waste site assessment and such other noninvasive analyses, tests and engineering studies as Buyer may deem desirable. (collectively the "Inspection Period
Tests") If: (a) Buyer notifies Seller prior to the expiration
of the Inspection Period, that Buyer is not in its sole and
absolute discretion, satisfied with the results of the
Inspection Period Tests including but not limited to
Seller's title to the Property, or not able to obtain an
ALTA owner's policy at standard rates at the Closing
insuring good and marketable title to the Property
without exception (except as agreed to in writing by
Buyer) or the results of any "Phase I" hazardous waste
site assessment, then Buyer may terminate this Purchase
and Sale Contract by written notice to Seller, in which
event the Deposit shall be returned to Buyer and this
Purchase and Sale Contract shall become null, void and
of no further force or effect; provided, however, that
Buyer shall give Seller timely notice of any title defects
and the results of any "Phase I" hazardous waste site
assessment, and, further, shall give Seller, at Seller's sole
discretion, a reasonable opportunity to cure any such title
defect or to address any objectionable condition on the
Property discovered as a result of the aforementioned
"Phase I" environmental site assessment.
c) With prior notice to Seller, Buyer may enter upon the
Property at reasonable times for the purpose of
conducting the Inspection Period Tests. Buyer shall be
responsible for and will indemnify, save harmless and
defend Seller against and from any and all claims and
suits for, and any and all liability, loss or expenses
(including reasonable attorney's fees) arising from or
incidental to or in connection with bodily injury,
including death, personal injuries to or damage to or loss
of property of Buyer or its agents, servants, or
employees, consultants, or any other person claiming by
or through Buyer which said damage, loss or injury or
death shall arise in any manner from the acts or
omissions of Buyer, its employees, agents, servants,
employees, or consultants while performing the
Inspection Period Tests on the Property, directly or
indirectly, out of, or incidental to, or in connection with
the Inspection Period Tests.

5. At the time of closing, a Bargain and Sale deed, in usual form, without
covenants of warranty, will be delivered to the successful bidder on receipt of the full balance of the purchase price. If the purchaser shall fail to tender the
balance of said purchase price on the closing date, the State of Rhode Island,
at its option, may resell the property to the next highest bidder at the original
sale who shall be able to comply with the terms of the sale without notice to
the purchaser and without previously tendering a deed to the purchaser. Such
resale shall not, however, release the defaulting purchaser from liability for
breach of contract, and in case of such default the State of Rhode Island shall
retain said deposit, whether or not the property is resold, without prejudice to
any right to recover further damages or to pursue any legal or equitable remedy
accruing by reason of such default.

6. The subject property will be sold "as is" by bargain and sale deed in accordance
with statutory requirements. No warranty deed will be offered by the State.
Any and all sales of surplus property are subject to the final approval of the
State Properties Committee. The State of Rhode Island reserves the right to
reject any and all bids. Any subdivision and deed filing requirements of the
City of Pawtucket will be at the selected proposer's sole expense.

7. The successful bidder shall be responsible for all costs associated with the
documentary deed stamps and recording of the deed.

8. In addition to the Purchase Price, the Buyer shall pay a 2% buyer's premium
which sum shall be disbursed to "SJ Corio Company" at the time of closing.

9. The State will pay no broker's fee, finder's fee, commission, or other
compensation to any party claiming to counsel or represent any proposer
regarding the sale of the subject property or consummation of the lease
hereinafter described.

10. Interested parties may conduct a non-invasive inspection of the subject
property prior to the auction date. The inspection dates will be on April 7th
and April 14th. Inspections are by appointment only and can be arranged
by contacting Sal Corio at 401-738-0400.

11. No representations will or have been made by the State that the subject property
meets local, State or Federal ordinances, regulations or laws governing
development of property commercially, industrially, or otherwise. All permits,
empowerments, permissions and grants necessary for the Property's sale and
development are at the selected proposer's cost and responsibility. Any
variances, permission or grants necessary to meet these requirements are
likewise at the selected proposer's risk, cost and expense.

12. The sale is made without representations, warranties, or guaranties in regard to
the title or any liens, encumbrances, attachments, levies, mortgages, easements,
rights of way, occupancies, lease or other defects concerning said title.

13. This sale is subject to any and all of the following which shall notwithstanding
the sale thereof constitute valid superior or prior liens on the premises: liens,
encumbrances, condominium assessments and/or charges, attachments, levies,
mortgages, easements, rights of way, occupancies, leases or other defects of
title, Federal, State, District and Municipal taxes, liens and assessments, zoning
regulations and rights of redemption under applicable law.

14. Sale of the Property to the successful bidder is contingent upon the City of
Pawtucket's statutory, pre-emptive right to purchase the Property pursuant to
Title 37, Chapter 7, Sections 3 and 5 of the General Laws of Rhode Island,
1956, as amended and subject to the final approval of the State Properties
Committee.

15. Any use of the subject property will be in compliance with "Appendix C," Title
VI of the Federal Civil Right Act of 1964, as amended, i.e., without
discrimination as to race, color, or national origin.

16. Any public utilities or municipalities having facilities under, over, or through
the subject property as of the date of its conveyance to the selected bidder shall
have the right and easement to continue to maintain, operate, and renew their
facilities within the subject property.

17. No billboard, sign, or other outdoor advertising devices shall be erected upon
the subject property other than those indicating ownership or on-premise
advertising and shall be subject to reasonable restrictions with respect to
number, size, location, and design by regulation of the RIDOT and/or the
Federal Highway Administration and subject to local zoning ordinances.

18. If applicable, the winning bidder will indemnify, save harmless and defend the
State of Rhode Island from any claim or claims arising from the discovery,
uncovering, finding, transportation, storage and disposal of any oil, hazardous
material, hazardous waste or hazardous substance, as those terms are defined
by any applicable law, rule, or regulation, including but without limitation, the
Rhode Island Hazardous Waste Management Act, Rhode Island General Laws
Section 23-19.1-1 et seq., the Rhode Island Rules and Regulations for
Hazardous Waste Management (2002), the Oil Pollution Control Act, Rhode
Island General Laws Section 46-12.5.1-1 et seq., the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42
U.S.C. 6901 et seq., attributable to the selected proposer subsequent to the date
the property is conveyed to the selected proposer arising under the Rhode
Island General Laws, Sections 23-19.1-1 et seq., as amended or otherwise and
Rhode Island General Laws, Section 46-12.5.1-1 et seq., as amended or
otherwise.

19. No environmental analyses of the property have been conducted. The State
makes no assertions or warranties regarding the presence, if any, or absence of
asbestos, chemicals, hydrocarbons or other hazardous materials on the Property.

The property is located at 160 Beechwood Avenue on the corner of Beechwood, Brewster and Young Street in the City of Pawtucket, RI. The land is adjacent to the former Pawtucket Memorial Hospital. The property is improved with a 15,486+/- s.f. three story brick office building on a slab. Approximately 5,162 s.f. on each of the three floors. Land area is 26,168 s.f. with parking for approximately 43 cars. Zoning is Residential, RM (Residential Multifamily). Legal non-conforming use based on a non-permitted office use for the zone.