Agreement Of Purchase & Sale Of Membership Interest

EXHIBIT 10.31


AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTEREST
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THIS AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTEREST ("Agreement") is made and entered into as of this 26th day of April, 1996, by and between Milner Investment Corporation, a California corporation ("Seller"), and G&L Realty Partnership, L.P., a Delaware limited partnership ("Buyer"), with reference to the following facts:


A. Seller is the owner of a fifty-nine percent (59%) membership interest in 445 Bedford, a California limited liability company (the "Membership Interest") pursuant to the terms of that certain Operating Agreement of 445 Bedford, a California limited liability company dated March 21, 1996 (the "LLC Agreement").


B. Buyer desires to purchase the Membership Interest from Seller.


NOW, THEREFORE, IN CONSIDERATION of the foregoing and the mutual covenants and agreements herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:


ARTICLE I.
SALE OF MEMBERSHIP INTEREST


Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, the Membership Interest, including:


(a) Seller's right, title and interest to, and as a Member in, 445 Bedford, a California limited liability company ("445 Bedford");


(b) All of Seller's right, title and interest in and to the capital, profits and losses of 445 Bedford, and all distributions of property and other assets from 445 Bedford made after the date hereof;


(c) All of Seller's rights and privileges under the LLC Agreement;


(d) All proceeds and all products of the foregoing, all whether known or unknown, now existing or existing in the future.


Buyer agrees to abide by all of the terms and provisions of the Agreement.


ARTICLE II.
PURCHASE PRICE


2.1 Purchase Price. The total purchase price for the Membership
-------------- Interest shall be Eight Hundred Eight Thousand Dollars ($808,000) (the "Purchase Price");


2.2 Manner of Payment. The Purchase Price shall be paid by the
----------------- Buyer delivering a fully executed promissory note (the "Note"), payable to the order of the Seller in the original principal amount of Eight Hundred Eight Thousand Dollars ($808,000) in the form of Exhibit "A" attached hereto, concurrently with the execution of this Agreement.


ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLER


Seller hereby expressly warrants, covenants and represents to Buyer that:


3.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the full corporate power and authority to own the Membership Interest and to carry on its business as it is now being conducted.


3.2 Seller has good and marketable title to the Membership Interest and no liens have been filed against the Membership Interest.


3.3 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting other enforcement of creditors' rights generally or by general equitable principles. Seller has taken all necessary corporate action to authorize and approve the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby.


ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF BUYER


Buyer hereby expressly warrants, covenants and represents to Seller that:


4.1 Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to own the Membership Interest and to carry on its business as it is now being conducted.


4.2 This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms,


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except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting other enforcement of creditors' rights generally or by general equitable principles. Buyer has taken all necessary partnership action to authorize and approve the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby.


4.3 The execution, delivery and performance of the Agreement by Buyer does not and will not:


(a) Require any consent or approval not heretofore obtained of any partner of the Buyer;


(b) Violate or conflict with any provision of the Buyer's limited partnership agreement;


(c) Result in or require the creation or imposition of any lien upon or with respect to any property now owned or leased or hereafter acquired by Buyer;


(d) Violate any law applicable to Buyer;


(e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other contractual obligation to which the Buyer is a party or which the Buyer or any of its property is bound or affected;


and the Buyer is not in violation of, or default under, any law or contractual obligation, or any indenture, loan or credit agreement in any respect.


ARTICLE V.
INDEMNIFICATIONS


5.1 Seller Indemnification. Buyer hereby agrees to indemnify,
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