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Purchase And Sale Agreement And Joint Escrow Instructions

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Sectors: Retail
Effective Date: October 26, 2006
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Exhibit 10.1


THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (" Agreement" ) is made and entered into as of this 26th day of October, 2006, by and between COST PLUS, INC. , a California corporation (" Seller" ), and INLAND REAL ESTATE ACQUISITIONS, INC. , an Illinois corporation, or assignee (" Buyer" ).

W I T N E S S E T H T H A T :

WHEREAS, Buyer wishes to purchase, and Seller wishes to sell, the Property (as hereinafter defined), but only upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: Section 1 . Definitions and Exhibits .

1.1 Definitions . For purposes of this Agreement, each of the following terms, when used herein with an initial capital letter, shall have the meaning ascribed to it as follows: Agreement . This Purchase and Sale Agreement and Joint Escrow Instructions. Broker . NAI BT Commercial Real Estate. Building . The warehouse building containing approximately 1,010,903 square feet, which is located on the Land and known locally as Parcel 4 of the Shirley T. Holland Industrial Park.

Closing . The closing and consummation of the purchase and sale of the Property pursuant hereto, including, without limitation, the recording of the Deed in the Clerk' s Office of the Circuit Court of Isle of Wight County, Virginia. Closing Date . The date on which the Closing occurs as provided in Section 11.1. Closing Documents . Seller' s Closing Documents (as defined in Section 11.2) together with Buyer' s Closing Documents (as defined in Section 11.3).


Contract Date . The date upon which this Agreement shall be deemed effective, which shall be the date on which each of Seller and Buyer has executed this Agreement and each of them has received a counterpart executed by the other, which date shall be inserted in the blank first above written. Deed . The Special Warranty Deed to be executed by Seller in the form attached hereto and incorporated herein as Exhibit D .

Earnest Money . The amount deposited by Buyer in escrow with Escrow Agent as earnest money pursuant to the terms and conditions of Section 3, together with any interest earned thereon (which shall follow principal).

Environmental Matter . Any matter or circumstance related in any manner whatsoever to (i) the disposal or release of solid, liquid or gaseous waste into the environment, (ii) the treatment, storage, disposal or other handling of any Hazardous Materials, (iii) the placement of structures or materials into waters of the United States, (iv) above-ground or underground storage tanks used for the storage of petroleum, petroleum products, or Hazardous Materials, or (v) the presence of any Hazardous Materials, including, but not limited to, asbestos, in any building, structure or workplace, which matter or circumstance exists at the Property on or before the Closing Date. Escrow Agent . Chicago Title & Trust Company in Chicago, Illinois, acting as Escrow Agent pursuant to the terms and conditions of Section 3 and the Escrow Agreement.

Escrow Agreement . That certain Earnest Money Escrow Agreement of even date herewith among Seller, Buyer and Escrow Agent referred to in Section 3 and attached hereto and incorporated herein as Exhibit A .

Franz Property . All that tract or parcel of land described or depicted on Exhibit B-2 attached hereto and incorporated herein, containing approximately 2.362 acres. Governmental Requirements . Laws, rules and regulations of federal, state and local governmental authorities having jurisdiction over the Property including, but not limited to, environmental laws, rules and regulations and zoning laws, rules and regulations.

Hazardous Materials . As defined in Section 6.3.

Improved Land . All that tract or parcel of land described or depicted on Exhibit B-1 attached hereto and incorporated herein, containing approximately 81.852 acres. The Improvements are located on the Improved Land. Improvements . The Building and any other buildings, structures and improvements located upon the Improved Land. Inspection Date . As defined in Section 6.6.


Intangible Interests . All intangible personal property used in the operation of, located at, or associated with the Property, including without limitation transferable permits, licenses, entitlements, certificates, approvals, and consents granted or issued by any governmental or quasi-governmental agency; all warranties and guarantees, if any, by third parties covering the Property and the improvements, including without limitation all warranties and guarantees by architects, contractors, subcontractors, engineers, and/or vendors; and all rights and claims that Seller has or may have against third parties with respect to the Property.

Land . Collectively, the Improved Land and the Franz Property.

Parties . Seller and Buyer, collectively. Permitted Title Exceptions . Those matters approved by Buyer on or before the Inspection Date, those matters identified on Exhibit C attached hereto and incorporated herein, and, to the extent not included in Exhibit C , current and future property taxes and assessments not yet due and payable, any zoning laws and ordinances, any existing general utility easements serving the Property and any other rights or interests recorded in the public records where the Land is located.

Property . All of Seller' s right, title and interest in, to and under the following property:

(i) The Franz Property and all improvements located thereon (the " Franz Improvements" );

(ii) The Improved Land;

(iii) The Improvements;

(iv) The Intangible Interests; and

(v) All rights of way or use, licenses, tenements, hereditaments, appurtenances and easements now or hereafter belonging or pertaining to any of the foregoing, except those, if any, hereinafter reserved to Seller. Proration Date . The effective date of the prorations provided in Section 4.2, which is 11:59 p.m. on the eve of the Closing Date.

Purchase Price . The purchase price for the Property described in Section 4.1. Seller Related Parties . As defined in Section 18.13. Title Commitment . As defined in Section 5. Title Insurer . Chicago Title & Trust Company.


1.2 Exhibits . Attached hereto and forming an integral part of this Agreement are the following exhibits, all of which are incorporated into this Agreement as fully as if the contents thereof were set out in full herein at each point of reference thereto:

Exhibit A - Escrow Agreement Exhibit B-1- Description of Improved Land Exhibit B-2- Description of Franz Property Exhibit C - Permitted Title Exceptions Exhibit D - Form of Special Warranty Deed Exhibit E - Non-Foreign Certificate Exhibit F- General Assignment Exhibit G - Lease Exhibit H - Form R-5

Section 2 . Purchase and Sale . Subject to and in accordance with the terms and provisions hereof, Seller agrees to sell and Buyer agrees to purchase the Property.

Section 3 . Deposit . 3.1 Earnest Money . Buyer shall deposit with the Escrow Agent, whose address is: 171 N. Clark Street, Chicago, Illinois 60601, Attention: Nancy Castro, Telephone: 312-223-2709, Facsimile: 312-223-2108, the sum of ONE MILLION DOLLARS ($1,000,000) (the " Deposit" ) upon full execution of this Agreement. The Deposit and all interest accruing thereon shall be referred to collectively as the " Earnest Money" . The Escrow Agent shall invest the Earnest Money in an interest bearing account of an FDIC-insured bank, and the Earnest Money shall be held by Escrow Agent until applied at Closing in accordance with this Agreement or until the Earnest Money is otherwise disbursed in accordance with this Agreement. The Earnest Money shall be retained or refunded, as the case may be, in accordance with the terms of this Agreement and, except if Buyer defaults on its obligations under this A
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