THIS PURCHASE AGREEMENT ("Agreement") is made as of February 5, 2004, by and between OPUS
REAL ESTATE ARIZONA II, L.L.C., a Delaware limited liability company ("Seller") and JDA SOFTWARE
GROUP, INC., a Delaware corporation ("Purchaser").
In consideration of this Agreement, Seller and Purchaser agree as follows:
1. SALE OF SUBJECT PROPERTY. Seller agrees to sell to Purchaser, and Purchaser agrees to buy from
Seller, all of Seller's right, title and interest in and to the following property (collectively, "Subject Property"):
(a) REAL PROPERTY. Fee simple interest in that certain parcel of real estate legally described on Exhibit A
attached hereto and made a part hereof (the "Land"); together with (i) all building structures, improvements and
fixtures owned by Seller located on the Land, (the "Improvements"); and (ii) all rights, privileges, servitudes and
appurtenances thereunto belonging or appertaining (the "Real Property").
(b) PERSONAL PROPERTY AND INTANGIBLES. All of the equipment and personal property owned by
Seller and used in the operation of the Real Property, if any, and made a part hereof and the right to use the name
"IDA Corporate Center" and other business or trade names associated with the Subject Property (excluding, any
name containing the name "Opus"), to the extent the same are assignable (collectively, "Personal Property").
(c) LEASES. Seller's interest as landlord in and to the leases described on Exhibit B attached hereto and made a
part hereof, together with all amendments or modifications thereto (collectively, "Leases," herein the Lease
described on Exhibit B with JDA Software Group, Inc. will be referred to as the "JDA Lease" and the Lease
described on Exhibit B with Trapeze Software, Inc. will be referred to as the "Trapeze Lease"). The McLeod
Lease (as defined in Section 26 hereof) will terminate on January 31, 2004 pursuant to the McLeod Termination
Agreement (as defined in Section 26 hereof) and will not be assigned, sold o