PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made as of the 30th day of April, 2004, by INSULAR
PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership represented herein by its general
partner, Wilson Securities Corporation, a Delaware corporation, which in turn is represented by its Assistant
Vice President & Treasurer, Mr. Thomas B. Wilson, of legal age, single, and resident of Orlando, Florida
("Seller") and INTERSTATE COMMERCIAL PROPERTIES, INC., a Puerto Rico corporation, represented
herein by its President, Mr. Carlos R. Rodriguez, of legal age, married, and resident of San Juan, Puerto Rico
("Buyer") (Seller and Buyers shall be collectively referred to as the "Parties").
Seller desires to sell, and Buyer desires to purchase from Seller, a fifty percent (50%) limited partnership interest
(the "Limited Partnership Interest") in El Monte Properties, S. E., a partnership organized in accordance with the
Civil Code of Puerto Rico of 1930, as amended, which has elected to be treated as a special partnership under
Subchapter K of the Puerto Rico Internal Revenue Code of 1994, as amended (the "Special Partnership"), for
the consideration and on the terms set forth in this Agreement.
The parties, intending to be legally bound, agree as follows:
For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:
"Applicable Contract" --any Contract (a) under which the Special Partnership has or may acquire any rights,
(b) under which the Special Partnership has or may become subject to any obligation or liability, or (c) by which
the Special Partnership or any of the assets owned or used by it is or may become bound.
"Breach" --a "Breach" of a representation, warranty, covenant, obligation, or other provision of this Agreement
or any instrument delivered pursuant to this Agreement will be deemed to have occurred if there is or has been
(a) any ina