This letter sets forth our mutual intent regarding the sale by National Retail Properties, Inc. ("NNN"), or assigns ("Seller"), and the purchase by ("Buyer") of that real property and the existing improvements located thereon described above (the "Property") pursuant to price and other terms as outlined more fully herein.

1. Agreement: Within ten (10) business days after a copy of this letter signed on behalf of Buyer has been received by Seller, a definitive agreement of purchase and sale ("Agreement") shall be executed between Buyer and Seller setting forth the terms and conditions contained hereinbelow.

2. Purchase Price: The total purchase price of the Property will be and No/100 Dollars (the "Purchase Price"), which shall be payable as cash at closing, less credit for deposits and adjustments and prorations made pursuant to the Agreement.

3. Deposit: Upon execution of the Agreement by all parties, Buyer shall deposit the amount of $ . Should Buyer default after expiration of the inspection period, the deposit, as well as all interest accrued thereon, shall be surrendered to Seller. Should the transaction fail to close for any reason other than Buyer's default, the deposit, as well as all interest accrued thereon, shall be returned to Buyer.

4. Title Insurance: Seller shall furnish to Buyer a commitment for issuance of an Owner's Extended Coverage Policy of Title Insurance (ALTA) issued by First American Title Insurance Company, through its National Accounts Office, as designated by Seller in the Agreement, committing to insure that marketable fee simple title will vest in Buyer at closing. The cost of the title insurance policy shall be paid by Seller. Ownership shall be conveyed by special warranty deed.

5. Inspection Period: Buyer shall have a period not to exceed days from final execution of the Letter of Intent to review or to conduct (at Buyer's expense) all those tests, surveys, examinations and other studies which Buyer may desire to conduct, with the purpose of satisfying itself in its sole discretion that the Property and the lease(s) thereof are acceptable and satisfactory to Buyer in its sole and absolute discretion.

6. Termination of Agreement by Buyer: In the event that Buyer is unable to satisfy itself with respect to its investigations of the Property within the time period referenced in Paragraph 5 above, Buyer shall have the right to terminate the Agreement without penalty or liability and all earnest money deposit, together with interest accrued thereon, shall be returned to Buyer.

7. Closing: Closing will be no later than days after the end of the Inspection Period, or may be extended by Seller for up to 45 days.

8. Closing Costs: At the closing Buyer shall pay (i) documentary stamps, transfer and intangible taxes on the deed and on Buyer's mortgages and notes, (ii) recording costs on the deed, Buyer's mortgages and financing statements, and (iii) the cost of any mortgagee's title insurance commitment and policy , (iv) survey update and (v) Buyer's loan costs. Seller shall pay (i) the cost of the owner's title insurance commitment and policy and (ii) recording costs on corrective title instruments. Each party shall pay its own attorney's fees.

Check box if appropriate

9. Brokerage: [NOTE: Pick only ONE of the following paragraphs. #1 is for no broker; #2 is for a broker.]

1.Seller and Buyer each confirm that no brokerage fee is due to any third party in connection with the contemplated transaction, agree that neither party will pay a brokerage commission or finder's fee to any party under the Agreement, and further agree to defend one another under the Agreement against all costs and claims for broker's commissions or finder's fees made by any person in connection with the contemplated transaction.

OR

2. Seller and Buyer agree that no brokerage fee is due to any third party in connection with the contemplated transaction, and agree that neither party will pay a brokerage commission or finder's fee to any third party under the Agreement, except a percent fee to ("Broker") which will be paid by . Buyer and Seller further agree to defend one another under the Agreement against all costs and claims for broker's commissions or finder's fees made by any other person other than Broker in connection with the contemplated transaction.

10. Exclusivity: It is understood that neither Buyer nor Seller shall incur any liability or obligation by reason of this letter of intent and neither party shall be obligated to the other until the Agreement is executed.

The purpose of this letter is to reach an understanding on the general terms of a proposed agreement before expending the time and cost of preparing such an agreement. It is expressly understood and agreed that this letter is not a contract and that this letter creates no legal rights or obligations whatsoever between the parties. Nevertheless, it is the intent of the parties to cause an agreement to be expeditiously prepared incorporating the terms and conditions set out in this letter, together with other terms and conditions customarily contained in agreement for properties similar to the subject property and other terms and conditions which are applicable to this transaction. The parties agree that neither party shall have any rights, liability, or obligations relating to the subject matter hereof in the event that they are unable or shall fail, for any reason, to reach an agreement on a mutually acceptable agreement and execute the agreement.

This offer will expire if not executed by both parties by

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