<PAGE>
                                                                    EXHIBIT 10.9


                              AMENDED AND RESTATED

                                MASTER AGREEMENT

                                 by and between

                       HINES INTERESTS LIMITED PARTNERSHIP

                                      and

                       HINES US CORE OFFICE PROPERTIES LP

                                      and

                       SUMITOMO LIFE REALTY (N.Y.), INC.

                                for creation of

                          HINES U.S. CORE OFFICE FUND

                                     ------

                           Dated as of March 31, 2003

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                         <C>
Introductory Statement ....................................................    1

ARTICLE 1. Definitions ....................................................    3

   1.1 Certain Defined Terms ..............................................    3
   1.2 Construction .......................................................   13
   1.3 Knowledge ..........................................................   14
   1.4 Other Terms Defined Elsewhere ......................................   14

ARTICLE 2. Formation of Partnership and Trust .............................   14

   2.1 Formation of Partnership ...........................................   14
   2.2 Formation of Trust .................................................   14
   2.3 Partnership Management; Trust Board ................................   15

ARTICLE 3. First Closing; Second Closing ..................................   15

   3.1 First Closing; Agreed Valuations ...................................   15
   3.2 MSI Interests ......................................................   18
   3.3 [Intentionally Omitted] ............................................   19
   3.4 Repayment of Bridge Loan; Redemption of Shares and Units ...........   19
   3.5 Second Closing .....................................................   19

ARTICLE 4. Mortgage Financing; Third Party Equity .........................   20

   4.1 Permanent Financing; Loan-Criteria .................................   20
   4.2 Existing Mortgage ..................................................   21
   4.3 Third Party Equity Target ..........................................   21
   4.4 Failure to Meet Equity Target ......................................   21
   4.5 Marketing ..........................................................   23
   4.6 Indemnities Relating to Marketing ..................................   25
   4.7 Survival ...........................................................   26

ARTICLE 5. Closings; Closing Deliveries ...................................   26

   5.1 Closing Dates ......................................................   26
   5.2 First Closing Events ...............................................   26
   5.3 First Closing Document Deliveries ..................................   27
   5.4 Second Closing Events ..............................................   31
   5.5 Second Closing Document Deliveries .................................   31

ARTICLE 6. Sumitomo Closing Conditions ....................................   34

   6.1 Sumitomo Closing Conditions ........................................   34
</TABLE>



                                       i

<PAGE>




<TABLE>
<S>                                                                           <C>
ARTICLE 7. Closing Conditions of Hines and the Partnership ...................   36

   7.1 Closing Conditions of Hines and the Partnership .......................   36

ARTICLE 8. Failure to Satisfy Closing Conditions .............................   38

   8.1 Waiver of Closing, Condition by Hines and the Partnership .............   38
   8.2 Waiver of Closing Condition by SLR ....................................   38
   8.3 Procedure for Waiver ..................................................   38
   8.4 Cure of Certain Representations and Warranties ........................   38
   8.5 Failure to Satisfy Closing Conditions .................................   39
   8.6 Maximum Cure Amount ...................................................   39
   8.7 Limitation on Right to Claim Failure of Condition .....................   40

ARTICLE 9. Property Management and Leasing ...................................   40

   9.1 Termination of Existing Agreements ....................................   40
   9.2 Hines as New Property Manager and Leasing Agent .......................   40
   9.3 Termination of Certain Service Contracts and Construction Agreements...   40

ARTICLE 10. Advisory Agreement ...............................................   40

ARTICLE 11. Representations and Warranties of SLR ............................   41

   11.1 Properties "As Is" ...................................................   41
   11.2 Representations and Warranties .......................................   41
   11.3 Changes in Representations Regarding Leases ..........................   45
   11.4 Lease Documents and Service Contracts Not Yet Delivered ..............   46

ARTICLE 12. Representations and Warranties of Hines and the Partnership ......   46

   12.1 Representations and Warranties .......................................   46

ARTICLE 13. Defaults; Remedies; Survival of Representations and
            Warranties; Indemnities ..........................................   49

   13.1 Pre-Closing Defaults .................................................   49
   13.2 Post-Closing Breach of Representations and Warranties or Covenants....   52
   13.3 Indemnities of SLR ...................................................   53
   13.4 Indemnities of the Partnership .......................................   54
   13.5 Procedures Relating to Indemnities ...................................   55

ARTICLE 14. Transfer Taxes; Transaction Expenses .............................   55

   14.1 Transfer Taxes .......................................................   55
   14.2 Transaction Expenses .................................................   56

ARTICLE 15. Casualty; Condemnation ...........................................   57

   15.1 Definitions ..........................................................   57
</TABLE>

                                       ii
<PAGE>



<TABLE>
<S>                                                                           <C>
   15.2 Termination Right .................................................   57
   15.3 Dispute Resolution ................................................   58
   15.4 Adjournment of Closing Date .......................................   58
   15.5 Waiver ............................................................   59
   15.6 Condemnation ......................................................   59

ARTICLE 16. Apportionments ................................................   59

   16.1 Apportionments of Certain Items at Closing ........................   59
   16.2 Utilities .........................................................   59
   16.3 Tenant Expense Recoveries .........................................   60
   16.4 Closing Statement; Payment of Estimated Prorations ................   60
   16.5 Post-Closing Apportionments .......................................   60
   16.6 Tax Protests ......................................................   60
   16.7 Apportionment of Rent Received Post-Closing .......................   61
   16.8 Post-Closing Payments .............................................   61
   16.9 Amounts Due under Property Management Agreements, Leasing Agent
   Agreements, Brokerage Commission Agreements and Construction
   Agreements; Tenant Improvement Allowances ..............................   61
   16.10 Survival .........................................................   62

ARTICLE 17. Certain Covenants .............................................   62

   17.1 Pre-Closing Negative Covenants ....................................   62
   17.2 Other Covenants ...................................................   63
   17.3 Inspections of Properties and Documents ...........................   64
   17.4 Survival ..........................................................   65

ARTICLE 18. Removal Title Defects; Surveys; Violations ....................   65

   18.1 Definition ........................................................   65
   18.2 Notice and Cure of Title Defects ..................................   65
   18.3 Discharge of Liens ................................................   65
   18.4 Surveys ...........................................................   65
   18.5 Violations ........................................................   65

ARTICLE 19. Training of Sumitomo Personnel ................................   66

ARTICLE 20. Notices .......................................................   66

ARTICLE 21. No Assignment .................................................   66
                                                                              ..
ARTICLE 22. Brokers .......................................................   66

   22.1 Payment ...........................................................   66
   22.2 Representations ...................................................   67
   22.3 Indemnities .......................................................   67
   22.4 Survival ..........................................................   67
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                          <C>
ARTICLE 23. Confidentiality ...............................................   67
   23.1 Pre-Closing .......................................................   67
   23.2 Post-Closing ......................................................   67
   23.3 Certain Disclosures Permitted .....................................   67
   23.4 Existing Confidentiality Agreement; Survival ......................   68

ARTICLE 24. Miscellaneous .................................................   68

   24.1 Further Assurances ................................................   68
   24.2 Governing Law .....................................................   68
   24.3 Amendments ........................................................   68
   24.4 Entire Agreement ..................................................   68
   24.5 No Waiver .........................................................   68
   24.6 Counterparts ......................................................   69
   24.7 Successors and Assigns ............................................   69
   24.8 Jurisdiction Venue ................................................   69
   24.9 Invalidity of Certain Provisions ..................................   69
   24.10 No Third Party Beneficiaries .....................................   69
   24.11 Construction .....................................................   69
   24.12 No Personal Liability ............................................   69
   24.13 Clarification of Use of Defined Terms Sumitomo and SLR ...........   69
   24.14 Prevailing Party's Attorney's Fees ...............................   69
   24.15 Termination; Survival ............................................   70
   24.16 Cooperation ......................................................   70
   24.17 District of Columbia Disclosures .................................   70
</TABLE>

SCHEDULES
Schedule "1"    Legal Descriptions of the Properties; Permitted Encumbrances
Schedule "2"    Current Ownership of the Properties
Schedule "3"    Agreed Valuations
Schedule "4"    Insurance
Schedule "5"    Existing Mortgage
Schedule "6"    Guidelines for Increase to Agreed Valuation of 425 Lexington
                Avenue
Schedule "7"    [Intentionally Omitted]
Schedule "8"    Website Domain Names
Schedule "9"    Other Closing Deliveries
Schedule "10"   [Intentionally Omitted]
Schedule "11"   SLR and SLRI Shareholders
Schedule "12"   Partners, Members, Officers and, Managers of Hines, General
                Partner and HREH
Schedule "13"   Leases and Related Information
Schedule "14"   Exceptions (if any) to SLR's Representations
Schedule "15"   Service Contracts and Construction Agreements
Schedule "16"   Notice Addresses
Schedule "17"   Environmental Reports

                                       iv

<PAGE>


Schedule "18"   Leasing Agent Agreements and Brokerage Commission Agreements and
                Leasing/Brokerage Commissions Which Are or May Become Payable in
                Future.
Schedule "19"   Rent Rolls
Schedule "20"   Estoppel Tenants
Schedule "21"   Outstanding Amounts under Construction Agreements
Schedule "22"   Outstanding Tenant Improvement Allowances


                                       v

<PAGE>



EXHIBITS
Exhibit "A"   Form of Amended and Restated Agreement of Limited Partnership of
              the Partnership
Exhibit "B"   Trust Organization Documents
Exhibit "C"   Form of Deed
Exhibit "D"   Property Management and Leasing Agreement
Exhibit "E"   Advisory Agreement
Exhibit "F"   Form of HREH Guaranty
Exhibit "G"   Securities Protocol
Exhibit "H"   Subscription Agreement
Exhibit "I"   Filed Declaration of Trust
Exhibit "J"   Filed Certificate of Limited Partnership of the Partnership
Exhibit "K"   Form of Ground Lease Assignment                                .'
Exhibit "L"   Form of Assignment of Leases
Exhibit "M'   Form of General Assignment
Exhibit "N"   Form of Notice to Tenants
Exhibit "O"   Form of Agreement of SPE Owners and Current Owners


                                       vi
<PAGE>



                              AMENDED AND RESTATED
                                MASTER AGREEMENT


                  AMENDED AND RESTATED MASTER AGREEMENT (this "Agreement") dated
as of March 31, 2003 between HINES INTERESTS LIMITED PARTNERSHIP, a Delaware
limited partnership ("Hines") and HINES US CORE OFFICE PROPERTIES LP, a Delaware
limited partnership (the "Partnership"), each having an address at 2800 Post Oak
Boulevard, Houston, Texas 77056-6118, and SUMITOMO LIFE REALTY (N.Y.), INC., a
New York corporation ("SLR") having an address at Manhattan Tower, 101 East 52nd
Street, 2nd Floor, New York, New York 10022.

                             INTRODUCTORY STATEMENT

                  On March 31, 2003, Hines, the Partnership and SLR entered into
that certain Master Agreement relating to the creation of a real estate
investment fund (the "Original Master Amendment"). After entering into the
Original Master Agreement, the parties agreed to certain amendments of the
Original Master Agreement and have elected to set forth such amendments in this
Amended and Restated Master Agreement. Hines, the Partnership and SLR agree that
this Amended and Restated Master Agreement amends and restates in its entirety
the Original Master Agreement, which shall be of no further force or effect.

                  Hines is one of the largest privately held real estate
development, investment, and management companies in the world. Hines currently
manages several million square feet of first-class office and retail properties
in the U.S. and other countries, and provides clients with a wide range of real
estate services. Building upon these strengths, Hines has developed and managed
several real estate investment funds.

                  SLR is the U.S. subsidiary of Sumitomo Life Insurance Company,
one of the largest life insurance companies in Japan. Sumitomo Life Insurance
Company is a major investor in Class A office properties in Japan and is also a
major provider of asset, property management and related services in Japan. In
the U.S., SLR and its wholly owned subsidiary SLR Investments, Inc. ("SLRI"),
through their ownership of interests in the Current Owners (defined below) and
otherwise, own a portfolio of signature office buildings in New York City and
other major urban areas in the U.S. currently valued at approximately $1
billion. (SLR and SLRI are referred to together in this Agreement as
"Sumitomo").

                  Hines and Sumitomo wish to combine certain of Sumitomo's U.S.
assets and its real estate experience, Hines' acquisition, property management
and leasing skills, and the respective reputations of each of the parties, to
form a world-class core office investment structure, to be named the "Hines U.S.
Core Office Fund." This structure will be in the form of a real estate
investment trust combined with a limited partnership (as described in more
detail below); it is intended to be an open-end, infinite life vehicle that will
periodically seek new investments by offering shares and units for purchase at
net asset value. (The Trust and the Partnership (each as defined below) are
referral to together as the "Fund").



<PAGE>



                  Investment in the Fund will be marketed by Hines, as lead
sponsor, on a global basis to institutional and other investors seeking to
invest in stable, long term, high current yield office assets with the goal of
attracting third party equity commitments of $250 million by July 31,2003. The
parties anticipate that most investors will elect to participate as Trust
shareholders; however, for tax or other reasons some investors will receive
interests (denominated by units) in the Partnership. Morgan Stanley & Co.
Incorporated ("Morgan Stanley") will act as an advisor with respect to the
marketing of the Fund.

                  It is anticipated that SLR and its affiliates would focus
their capital-raising efforts for the Fund in Japan; however, due to economic
conditions and other factors, the parties do not anticipate that marketing
efforts in Japan would begin until after the Closings (defined below).

                  For Hines, this venture with Sumitomo will provide a set of
signature properties (the "Properties", as defined below) which will form an
impressive initial core office asset base to market to investors, and the
possibility of investment from Japanese or other Asian capital sources. For
Sumitomo, this venture with Hines will allow Sumitomo to restructure its U.S.
real estate investments, and provide Sumitomo with an opportunity to develop and
market its U.S. asset management expertise.

                  The parties intend also, to work to raise capital for a
sister fund in Japan, for which Sumitomo would act as lead sponsor and Hines
would be primarily responsible for raising capital outside of Japan and Asia.

                  The Trust will be a Maryland real estate investment trust. The
Trust will be a limited partner in the Partnership which will own the Properties
through one or more single-purpose subsidiaries ("SPE Owners", as defined
below). The general partner of the Partnership is Hines US Core Office Capital
LLC ("General Partner"), a Delaware limited liability company. An Affiliate of
Hines is a limited partner in the Partnership. SLR and SLRI (or their
Affiliates) will be shareholders of the Trust. The Trust and Partnership have
been formed by Hines and its affiliates to facilitate the First Closing (defined
below), but the appointment of the Trust board and Partnership management board,
and other initial organizational activities, will not occur until the First
Closing.

                  At the First Closing which would occur on or before June 30,
2003 (subject to extension as provided herein), Sumitomo will convey three of
the Properties to the SPE Owners designated by the Partnership and receive in
exchange shares in the Trust and cash. Conditions to the First Closing will
include, among other things, obtaining satisfactory mortgage financing on these
Properties and other matters described in this Agreement. If third party
investors have made commitments to the Fund, these investors may be admitted to
the Trust and/or the Partnership at the First Closing.

                  At the First Closing, Sumitomo will receive as consideration
for the Properties being then conveyed, cash (the "Initial Sumitomo Payment", as
defined below) and Trust shares representing a 19.9% interest in the Fund, not
to exceed $25 million in share value. The Partnership will also obtain Permanent
Financing and (to the extent Permanent Financing and third party equity raised
by the First Closing are insufficient to pay the Initial Sumitomo Payment) a
Bridge Loan with respect to the First Closing.





                                       2
<PAGE>



                  After the First Closing and the payment of the Initial
Sumitomo Payment, all proceeds of third party equity of the Fund will be applied
first, at the Partnership's option, to pay off the Bridge Loan (if a Bridge Loan
is obtained), second, to redeem or purchase all of Sumitomo's shares, and third,
at Hines' option, to redeem Hines' units until Hines holds units representing
the lesser of $25 million or 1% of the total Fund capital (or such greater
percentage as Hines may elect).

                  Sumitomo will convey a fourth Property to the Partnership at a
Second Closing (defined below) which would occur on or before September 30, 2003
(subject to extension as provided herein), in exchange for cash (defined below
as the "Second Sumitomo Payment") and $25 million in Trust shares. Conditions
to the Second Closing will include, among other things, raising sufficient third
party equity (or equity commitments) to repay in full the Bridge Loan,
purchasing or redeeming all of Sumitomo's shares that it received at the First
Closing and (if Hines elects) redeeming Hines' units as described above, as well
as obtaining satisfactory mortgage financing on this Property, and other matters
described in this Agreement.

                  In the event that the amount of third party equity raised (or
equity commitments made) by the Second Closing Date (defined below) is
insufficient to satisfy the Closing conditions described above and make the
Second Sumitomo Payment, then at Sumitomo's election (as set forth below),
alternatively: (1) the Second Closing will be postponed to a date specified by
Sumitomo (but not later than December 31, 2003) or (2) Sumitomo may terminate
this Agreement in part so that it is no longer obligated to convey the fourth
Property to the Partnership.

                  In the event that the amount of third party equity raised
after the First Closing and prior to December 31, 2003 is insufficient for the
Trust to redeem all of Sumitomo's shares that it received at the First Closing,
Hines shall purchase all of Sumitomo's shares on December 31, 2003.

                  After the Closings, Hines will become property manager and
leasing agent for the Properties. Hines and Sumitomo (or its affiliates) will
provide advisory, asset management and acquisition services to the Partnership
and will receive fees for doing so.

                  The parties to this Agreement agree that this Introductory
Statement is intended to serve as a preface to this Agreement only, and none of
the terms of this Introductory Statement shall be legally binding on the parties
or be used to interpret the terms of this Agreement.

                  NOW, THEREFORE, for good and valuable consideration and
intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1. DEFINITIONS.

         1.1 Certain Defined Terms. The following words and phrases have the
following meanings in this Agreement:

                  "AAA" is defined in Section 3.1(d)(vi).




                                       3
<PAGE>

                  "Advisory Agreement" is defined in Article 10.

                  "Affected Floor" means any of floors 2 through 11 at 425
Lexington Avenue.

                  "Affected Property" is defined in Section 8.5(b).

                  "Affiliate" means a person or entity Controlling, Controlled
by or under common Control with another person or entity. However, with respect
to Sumitomo and the Current Owners, "Affiliate" shall be deemed not to include
PM Partners LLC or any limited liability company, partnership or other Person in
which PM Realty (and/or its affiliates) and Sumitomo (and/or its affiliates)
hold ownership interests.

                  "Agreed Valuations" is defined in Section 3.1(c).

                  "Agreement" means this amended and Restated Master Agreement
and all Schedules and Exhibits to this Agreement.

                  "Amended Cash Flow Stream" is defined in Schedule "6".

                  "Approved Marketing Materials" is defined in Section 4.5.

                  "Appurtenance" means, with respect to each Property, any
easement, covenant, restriction, tenement, hereditament, and other right of
every kind whatsoever, benefitting or appertaining to the Property (and all
remainders, rents, issues, and profits thereof). "Appurtenance" includes all
right, title and interest (if any) of the applicable Current Owner in and to the
following with respect to the applicable Property: (i) any land lying in the bed
of any streets, alleys, avenues, rights of way or roads abutting the Property to
the center line thereof, (ii) all strips, gores, rights of way, reservations,
and privileges, (iii) unpaid awards for any taking by condemnation or any damage
by reason of a change of grade of any alleys, streets, roads, highways, avenues
or rights-of-way, and (iv) all air and subsurface rights, transferable
development rights, water and wastewater rights and reservations.

                  "Arbitrator" is defined in Section 3.1(d)(vi).

                  "Assignments of Leases" is defined in Section 5.3(a)(viii).

                  "Bankruptcy Event" means, with respect to any Person, that
such Person has: (i) made an assignment for the benefit of creditors; (ii)
commenced any Legal Proceeding for the appointment of a custodian, receiver or
trustee for it or a substantial part of its assets; (iii) commenced any Legal
Proceeding under any bankruptcy, reorganization, arrangement, readjustment of
debt, dissolution or liquidation law of any jurisdiction whether now or
hereafter in effect; or (iv) had any such Legal Proceeding (described in (ii)
and/or (iii) above) filed or commenced against it.

                  "Bridge Loan" means a short-term loan made to one or more SPE
Owners and/or the Partnership, as borrower, which will be unsecured or secured
by interests of the Partnership in the SPE Owners and other assets of the
Partnership, and with respect to which Sumitomo will have no personal liability.




                                       4
<PAGE>

                  "Brokerage Commission Agreement" means an agreement entered
into by Sumitomo or any Current Owner or assumed by either of them from their
respective predecessors in interest which requires the payment of a commission
to a Tenant's broker in connection with any Lease transaction relating to any
Property.

                  "Business Day" means any day other than (a) Saturday or
Sunday; (b) a federal banking holiday; or (c) a banking holiday in the States of
New York or Texas or in the District of Columbia.

                  "Cash Flow Stream" is defined in Schedule "6".

                  "Casualty Consultant" means a professional engineer, architect
and/or general contractor selected by SLR and reasonably approved by Hines which
has not been retained by SLR, Hines or their respective Affiliates within five
years prior to the date of this Agreement.

                  "Casualty Event" is defined in Section 15.1.

                  "Change in Lease Status" is defined in Section 11.3.

                  "CIBC" is defined in Section 3.1(d).

                  "Claims" is defined in Section 4.6(a).

                  "Class A Common Share" is defined in the Declaration of Trust
Form.

                  "Class B Common Share" is defined in the Declaration of Trust
Form.

                  "Closing" means the First Closing and/or the Second Closing,
as applicable.

                  "Closing Date" means the First Closing Date and/or the Second
Closing Date, as applicable.

                  "Closing Instruments" means all instruments, agreements and
documents required to be executed and/or delivered by Sumitomo, the Current
Owners, Hines, the Partnership, the SPE Owners, the Trust, HREH, and/or their
respective Affiliates, at the applicable Closing under this Agreement.

                  "Clsoing Statement" is defined in Section 16.4.

                  "Code" means the Internal Revenue Code of 1986, as amended,
and all regulations promulgated pursuant thereto.

                  "Common Share" is defined in the Declaration of Trust Form.

                  "Condemnation" (or to "Condemn") means a taking (whether
temporary or permanent) by any Government Entity in condemnation or eminent
domain (or any transfer by agreement in lieu thereof).




                                       5
<PAGE>

                  "Construction Agreements" means every agreement, contract or
purchase order for the performance or furnishing of work, materials or services
relating to construction, repair, improvement or restoration of any Property
(but not including Service Contracts) entered into by or on behalf of Sumitomo
or any Current Owner or assumed by either of them from their respective
predecessors in interest.

                  "Control" (or in the context, "Controlled" or "Controlling")
means (i) the direct or indirect ownership of 51% or more of the common
shares, membership interests, partnership interests or other equity of a person
or entity, and/or (ii) the possession, directly or indirectly, of the power to
direct the management and policies of a person or entity, whether through voting
control, contractual rights, a trust, or otherwise. Notwithstanding the
foregoing, with respect to a Sumitomo group entity which conducts marketing
activities for the Fund, or performs services under and/or collects fees under
the Advisory Agreement, the applicable percentage of ownership described above
shall be 15% or more.

                  "Current Hines Partner" means the Affiliate of Hines that is a
limited partner in the Partnership as of the date of this Agreement.

                  "Current Owner" means the Affiliate of Sumitomo which owns
each Property as of the date of this Agreement. The Current Owners are described
in Schedule "2" hereto.

                  "DC Return" is defined in Section 5.3(a)(iv).

                  "Declaration of Trust Form" means the form of Amended and
Restated Declaration of Trust attached hereto as a part of Exhibit "B", as it
may be revised from time to time in accordance with this Agreement.

                  "Defaulting Party" is defined in Section 13.1(a).

                  "Development Approvals" means temporary or permanent
certificates of occupancy for each Property, and zoning variances, licenses,
permits, certificates of operation for incinerators, boilers and other
equipment, and any other approvals or consents, issued by a Government Entity
with respect to each Property.

                  "Development Rights" means, with respect to each Property, the
floor area pertaining to such Property and all rights to construct on, above,
or under such property as permitted by applicable laws and any other
transferable development rights.

                  "Due Diligence Information" is defined in Section 23.1.

                  "Employee" means an officer, director, managing director,
employee, partner, agent, or representative involved in the operation,
maintenance or repair of, or providing services in connection with, any
Property.

                  "Encumbrance" means a Mortgage, security agreement, security
interest, lien, levy, lease, pledge, hypothecation, charge, claim, license,
judgment, covenant, easement, and/or any other encumbrance or restriction of any
and every kind whatsoever.




                                       6
<PAGE>

                  "Event of Termination" is defined in Section 15.1.

                  "Existing, Mortgage" means the mortgage listed on Schedule "5"
hereto.

                  "Expansion Amendment" means any contractually binding
amendment to the Lease of, or new Lease with (a) CIBC which provides for the
lease of any Affected Floor and which is fully executed and delivered by CIBC
prior to the First Closing Date, or (b) STB which provides for the lease of any
Affected Floor and which is fully executed and delivered by STB prior to the
Outside Date.

                  "Fees-And-Costs" means reasonable fees of attorneys,
architects, engineers, expert witnesses, consultants, and other Persons, and
costs charged by, or reimbursable to, the foregoing (including costs of
transcripts, printing of briefs and records, and copying).

                  "First Closing" means the closing of the conveyance of the
First Closing Properties to the SPE Owners designated by the Partnership, the
payment of the Initial Sumitomo Payment and (if not paid prior to the First
Closing) the Hines Capital Contribution, the issuance of Units to the Hines
Limited Partner, the General Partner and the Trust (if not issued prior to the
First Closing), the issuance of Initial Sumitomo Shares to Sumitomo, and the
completion of the First Closing deliveries described below.

                  "First Closing Date" is defined in Section 5.1.

                  "First Closing Properties" is defined in Section 3.1(a).

                  "Fiscal Year" is defined in Schedule "6".

                  "Form Lease and Guidelines" is defined in Section 17.1(a).

                  "General Assignments" is defined in Section 5.3(a)(ix).

                  "General Partner" means Hines US Core Office Capital, LLC, a
Delaware limited liability company.

                  "Ground Lease Assignments" is defined in Section 5.3(a)(vii).

                  "Government Entity" means the United States; the State of New
York or the District of Columbia; any other state in which a party to this
Agreement is organized if a legal entity; any municipality or other political
subdivision of any of the foregoing; and any agency, administrative board or
body, authority, department, court, commission or other legal entity of any of
the foregoing. "Government Entity" includes, also, any business improvement
district or similar taxpayers' or real property owners' organization which
assesses a charge against any Property for community security, street
improvements, other improvements, or other services or benefits.

                  "Guarantees" means guarantees or warranties of workmanship,
design, installation, construction, maintenance, performance, or functioning of
buildings on the Properties.




                                       7
<PAGE>

                  "Hazardous Substances" means any materials, substances,
fluids, chemicals, gases or other compounds the presence, use, storage,
emission, drainage, leakage or disposition of which is prohibited by law or is
subject by law to specific procedures, controls or restrictions, or which are
otherwise deemed toxic, poisonous or unsafe.

                  "Hines Capital Contribution" is defined in Section 3.1(b).

                  "Hines Contribution Amount" is defined in Section 3.1(b).

                  "Hines Indemnitees" means Hines, its Affiliates, and their
respective managers, members, partners, officers, directors, shareholders and
employees.

                  "Hines Limited Partner" means the Affiliate of Hines that is
then the limited partner in the Partnership.

                  "HREH" means Hines Real Estate Holdings Limited Partnership, a
Texas limited partnership.

                  "HREH Guaranty" means the guaranty of HREH in favor of SLR
with respect to certain obligations of Hines and the Partnership under Sections
3.1(d) and 4.4(d) of this Agreement, in the form attached hereto as Exhibit "F".

                  "HREH Opinion" means an opinion from counsel to HREH in favor
of Sumitomo, in form reasonably satisfactory to Sumitomo, as to HREH's power and
authority to execute and deliver the HREH Guaranty and the due execution and
delivery of the HREH Guaranty.

                  "Initial Fund Equity" is declared in Section 3.1(b).

                  "Initial Sumitomo Payment" is defined in Section 3.1(a).

                  "Initial Sumitomo Shares" is defined in Section 3.1(a).

                  "Intangibles" means, with respect to each Property, all of the
following intangible property associated with, or used in connection with, the
Property: the website domain names on Schedule "8", and the names of the
buildings on each Property. For purposes of clarification, "Intangibles" does
not include logos, trade names (other than the building names) or trademarks.

                  "Interests" means, collectively, Shares and Units.

                  "Leases" means all leases of space at the Properties, all
other occupancy agreements affecting the Properties, and all amendments,
renewals, replacements, extensions, substitutions and modifications of any of
the foregoing, together with guarantees executed in connection with any such
leases or occupancy agreements.

                  "Leasing Agent Agreement" means an agreement entered into by
Sumitomo or any Current Owner or assumed by either of them from their respective
predecessors in interest


<PAGE>

with a real estate brokerage firm to act as Sumitomo's, the Current Owners or
any such predecessor's leasing agent for any Property.

                "Legal Proceeding" means an action, litigation, arbitration,
administrative proceeding, and other legal or equitable proceeding of any kind.

                "Loan Criteria" is defined in Section 4.1.

                "Major Lease" means the Lease of each of the following Tenants:
Simpson, Thacher and Bartlett; Canadian Imperial Bank of Commerce; Bloomberg,
L.P.; Dreier & Baritz, LLP; Piper Rudnick LLP; Park Tower Realty Corp.; Mercer
Management Consulting, Inc.; and with respect to 101 East 52nd Street, the
collective Leases of Tenants occupying 10% or more of the rentable square
footage in the aggregate.

                "Management and Leasing Agreement" is defined in Section 9.2.

                "Management Board" is defined in Section 2.3(a).

                "Material Tenant Default" means, with respect to any Tenant
under a Major Lease: (i) the failure to pay when due one month's fixed rent and
additional rent, and/or any other amounts due under such Lease which in the
aggregate equal or exceed one month of such Tenant's fixed rent and additional
rent, (ii) the failure to restore within applicable notice and grace periods a
portion of its Tenant Deposit equal to or greater than one month of its fixed
rent and additional rent, which the Current Owner has applied to such Tenant's
Lease obligations, or (iii) the occurrence of any material non-monetary default
under such Lease.

                "Maximum Cure Amount" is defined in Section 8.6.

                "Mortgage" means a mortgage, deed of trust, or other lien for
the payment of borrowed money.

                "MSI" is defined in Section 3.2(a).

                "MSI Payment" means the amount, if any, to be paid to MSI by
Sumitomo pursuant to Section 3.2(a).

                "Net Operating Income" is defined in Schedule "6".

                "Net Present Value" is defined in Schedule "6".

                "Non-Defaulting Party" is defined in Section 13.1(a).

                "Notice Addresses" means the addresses set forth on
Schedule "16".

                "NYC Returns" is defined in Section 5.3(a)(iii).

                "NYS Returns" is defined in Section 5.3(a)(ii).



                                       9
<PAGE>

                "Offering" means the offering of the Interests to potential
investors pursuant to the PPM.

                "Outside Date" means October 31, 2008.

                "Partnership Agreement" means the Amended and Restated Agreement
of Limited Partnership of the Partnership in the form attached as Exhibit "A"
hereto, as amended from time to time in accordance with the terms of this
Agreement.

                "Permanent Financing" is defined in Section 4.1.

                "Permitted Encumbrances" means the Encumbrances listed as such
for each Property on Schedule "1" hereto.

                "Person" means an individual person, a corporation, partnership,
trust, joint venture, limited liability company, partnership, estate,
association, land trust, other trust, Government Entity or other incorporated or
unincorporated enterprise, entity or organization of any kind.

                "Personalty" means, with respect to each Property, all art work,
machinery, equipment, fixtures, furniture, tools, supplies, spare parts,
inventory and other tangible property of every kind owned by Sumitomo or the
Current Owner (or in which Sumitomo or the Current Owner has any right, title,
or interest but only to the extent thereof) now or hereafter attached to, or
located in or upon, or used in connection with, the Property, together with
additions to and substitutions for the same, and repairs, replacements and
improvements thereof prior to the Closing.

                "PPM" means the private placement memorandum for the Fund, as
the same may be supplemented from time to time in accordance with the terms of
this Agreement.

                "Proposal" is defined in Section 3.1(d)(vi).

                "Properties" means more than one Property.

                "Property" means, individually, each of the following:

                (a)     the land and improvements thereon located and commonly
                        known as 499 Park Avenue, New York, New York as more
                        particularly described in Schedule "1-A" hereto ("499
                        Park Avenue") and the Appurtenances thereof, the
                        Personalty thereon, and the Intangibles and Development
                        Rights associated therewith;


                (b)     the land and improvements thereon located and commonly
                        known as 425 Lexington Avenue, New York, New York as
                        more particularly described in Schedule "1-B" hereto
                        ("425 Lexington Avenue") and the Appurtenances thereof,
                        the Personalty thereon, and the Intangibles and
                        Development Rights associated therewith;



                                       10
<PAGE>

                (c)     the land and improvements thereon located and commonly
                        known as 101 East 52nd Street, New York, New York as
                        more particularly described in Schedule "1-C" hereto
                        ("101 East 52nd Street") and the Appurtenances thereof,
                        the Personalty thereon, and the Intangibles and
                        Development Rights associated therewith; and

                (d)     the land and improvements thereon located and commonly
                        known as 1200 Nineteenth Street, N.W., Washington, D.C.
                        as more particularly described in Schedule "l-D" hereto
                        ("1200 Nineteenth Street") and the Appurtenances
                        thereof, the Personalty thereon, and the Intangibles and
                        Development Rights associated therewith.

                "Property Documents" means the Development Approvals and the
following: (a) all Leases; (b) all Service Contracts; (c) all Construction
Agreements; (d) (if in the possession of Sumitomo or the Current Owner) all
"as-built" and other drawings, plans and specifications; (e) all Guarantees; and
(f) the Current Owner's and Sumitomo's books, records, and correspondence
(including correspondence with and from Tenants, environmental reports and
studies) pertaining to the Service Contracts, Leases, Development Approvals,
Guarantees, Construction Agreements, and the leasing, operation, maintenance
and repair of the Property (collectively, "Building Records").

                "Property Information Binder" is defined in Section 4.5(a).

                "REIT" is defined in Section 2.2.

                "Rent" is defined in Section 11.2(g).

                "Residual Cap Rate" is defined in Schedule "6".

                "Residual Value" is defined in Schedule "6".

                "Restoration Costs" means, as of any date with respect to any
Casualty Event affecting any Property, the cost to be incurred, from and after
the date of such Casualty Event, to repair or restore (as reasonably determined
by the agreement of the parties, or failing such agreement, by a Casualty
Consultant in accordance with Section 15.3 hereof) the damage to the building
and other improvements at such Property caused by such Casualty Event.

                "Second Closing" means the closing of the conveyance of the
Second Closing Property to the SPE Owner designated by the Partnership and the
payment of consideration to Sumitomo (or its Affiliate) for same as described in
Section 3.5 hereof.



                "Second Closing Date" is defined in Section 5.1.

                "Second Closing Property" is defined in Section 3.5.

                "Second Sumitomo Payment" is defined in Section 3.5.

                "Securities Protocol" is set forth as Exhibit "G" hereto.





                                       11
<PAGE>

                "Service Contracts" means all contracts and agreements for the
furnishing of management, maintenance, repairs, supplies, or other services to
the Properties (and all amendments thereof) entered into by or on behalf of
Sumitomo or any Current Owner or assumed by either of them from their respective
predecessors in interest.

                "Share" is defined in the Declaration of Trust Form.

                "SLR Lease Amendment" is defined in Section 5.5(a)(xii).

                "SNDAs" is defined in Section 7.1(m).

                "SPE" means a single purpose limited liability company.

                "SPE Owner" means, with respect to each Property, the SPE to be
formed to hold the title to such Property (it being agreed that any SPE Owner
may own and hold title to more than one Property). "SPE Owner" will also include
any SPE formed to own all membership interests in the title-holding SPE if
required by the lender in connection with the Permanent Financing.

                "STB" is defined in Section 3.1(d).

                "Subscription Agreement" is defined in Section 5.3(a)(xxiii).

                "Sumitomo Entity" means any limited liability company or other
legal entity, wholly owned by SLR and/or SLRI, through which Sumitomo elects to
hold its interest in the Fund.

                "Sumitomo Indemnitees" means Sumitomo, its Affiliates, and their
respective managers, members, partners, officers, directors, shareholders and
employees.

                "Tenant" means any Person occupying any portion of a Property.

                "Tenant Deposits" means all security deposits (including letters
of credit), paid or deposited by the Tenants with the landlord, or any other
person on the landlord's behalf pursuant to the Leases (together with any
interest which has accrued thereon, but only to the extent such interest has
accrued for account of the respective Tenants).

                "Tenant Estoppels" is defined in Section 7.1(m).

                "Tenant Expense Recoveries" is defined in Section 16.3.

                "Third Party Equity" is defined in Section 3.1(b).

                "Third Party Investor" means any Person (other than Hines,
Sumitomo and their respective Affiliates) who invests in the Fund.

                "Title Defect" is defined in Section 18.1.

                "Title Insurer" means First American Title Insurance Company.


                                       12
<PAGE>

                "Transaction Cost Reimbursement" is defined in Section 13.1(a).

                "Transfer" or "to Transfer" means to sell, transfer, assign,
convey, pledge, donate, hypothecate, grant a security interest in, Mortgage,
option or otherwise encumber or dispose of, voluntarily or involuntarily, with
or without consideration.

                "Trust" means the Maryland real estate investment trust now
known as "Hines U.S. Core Office Trust", which will amend its name at or before
the First Closing to be called "Hines-Sumisei US Core Office Trust".

                "Trust Organization Documents" means the Declaration of Trust
and the Bylaws of the Trust attached hereto as Exhibit "B".

                "Unit" means a "Partnership Unit" as such term is defined in the
Partnership Agreement.

                "Utilities" or "Utility" means gas, water, sewer, electricity,
light, heat, power, telephone, telecommunications, and other utilities of any
kind.

                "Violation" means any note or notice of any violation of law
noted or issued by any Government Entity against or with respect to any
Property, other than violations relating to the compliance of the buildings on
the Properties as of the date of this Agreement with applicable zoning
requirements.

                "Wire Transfer" means a wire transfer of immediately available
federal funds to a bank account to be specified by SLR.

        1.2     Construction. Wherever used in this Agreement:

                (a)     the words "include" or "including" shall be construed as
        incorporating, also, "but not limited to" or "without limitation";

                (b)     the word "day" means a calendar day unless otherwise
        specified;

                (c)     the word "party" means each and every Person whose
        signature is set forth at the end of this Agreement;

                (d)     the word "law" (or "laws") means any law, rule,
        regulation, order, statute, ordinance, resolution, code, decree,
        judgment, injunction, mandate or other legally binding requirement of a
        Government Entity

                (e)     each reference to the Properties (or any part or
        component thereof) shall be deemed to include "and/or any portion
        thereof";

                (f)     the word "notice" shall mean notice in writing (whether
        or not specifically so stated);

                (g)     the word "month" means a calendar month unless otherwise
        specified;



                                       13
<PAGE>

                (h)     the word "amended" means "amended, modified, extended,
        renewed, changed, or otherwise revised"; and the word "amendment" means
        "amendment, modification, extension, change, renewal, or other
        revision";

                (i)     the phrase "subject to the terms of this Agreement"
        means "upon and subject to all terms, covenants, conditions and
        provisions of this Agreement"; and

                (j)     documents or other items or materials shall be deemed in
        a party's "possession" if the same are in the actual possession or
        control of such party or its Affiliates or agents, of if such party may
        obtain such documents, items or materials from consultants or other
        third parties at minimal expense and with reasonable effort.

        1.3     Knowledge. For purposes of this Agreement, a party shall be
deemed to have knowledge or notice of a matter if such matter is actually known
by, or if written notice disclosing such matter has been received by, an
officer, director, general partner, shareholder, limited liability company
manager or member of such party (or of any entity which is a general partner or
member of such party).

        1.4     Other Terms Defined Elsewhere. Other words and phrases are
defined elsewhere in this Agreement and in the Schedules and Exhibits hereto.

ARTICLE 2:      FORMATION OF PARTNERSHIP AND TRUST.

        2.1     Formation of Partnership. Current Hines Partner and General
Partner have formed the Partnership prior to the date hereof by filing the
Certificate of Limited Partnership attached hereto as Exhibit "J" with the
Delaware Secretary of State. At or prior to the First Closing, General Partner
and the Current Hines Partner will execute and deliver the Partnership
Agreement. The Trust will become a partner of the Partnership at or prior to the
First Closing. Hines shall have the right to have admitted to the Partnership as
a limited partner another Affiliate of Hines in place of Current Hines Partner
and such Affiliate will then become the Hines Limited Partner. Before the First
Closing, the Partnership will file an amendment to the Certificate of Limited
Partnership to change the name of the Partnership to "Hines Sumisei US Core
Office Properties LP."

        2.2     Formation of Trust. The Trust was formed prior to the date
hereof by filing the Declaration of Trust attached hereto as Exhibit "I" with
the State Department of Assessments and Taxation of Maryland. At or prior to the
First Closing, the initial trustees of the Trust will cause the Trust to adopt
its By-Laws and take such other actions as are necessary or desirable in
connection with the formation of the Trust. At or prior to the First Closing,
the Trust will file the amended and restated Declaration of Trust in the form
attached hereto as part of Exhibit "B" and will change its name to
"Hines-Sumisei U.S. Core Office Trust". The Trust is a Maryland real estate
investment trust ("REIT") under the Maryland REIT Act. At the First Closing, the
Trust will meet all requirements to qualify as a REIT under Section 856 of the
Code (other than the requirements of Sections 856(a)(5), 856(a)(6) and
856(c)(1)). The parties anticipate that the Trust will meet the requirements of
Sections 856(a)(5), 856(a)(6) and 856(c)(1) as soon as it has sufficient Third
Party Equity to satisfy the requirement of Section 856(a)(6). Until the Trust
qualifies as a REIT under the Code, the Trust will elect to be taxed as a
partnership.



                                       14
<PAGE>

        2.3     Partnership Management: Trust Board.

                (a)     As set forth in the Partnership Agreement, from and
        after the First Closing, the activities of the Partnership will be
        controlled by the General Partner, subject to the oversight of a
        "Management Board", consisting of two appointees of Sumitomo, four
        appointees of Hines and one appointee of the Trust. Day-to-day affairs
        of the Partnership shall be delegated to a three person management team
        (as described in the Partnership Agreement) whose initial members are
        expected to be: James A. Hime, President; Edmund Donaldson, Senior
        Investment Manager; and Steve Dwyer, Senior Asset Manager.

                (b)     The Trust will be managed by a board of trustees, which
        shall have the powers and duties described in the Trust Organization
        Documents. The initial trustees shall be the same as the initial members
        of the Management Board.


ARTICLE 3.      FIRST CLOSING; SECOND CLOSING

        3.1     First Closing; Agreed Valuations.

                (a)     At the First Closing, Sumitomo will convey (or cause to
        be conveyed) 499 Park Avenue, 425 Lexington Avenue and 1200 Nineteenth
        Street (collectively, the "First Closing Properties") to the SPE Owners
        designated by the Partnership. At the First Closing, in consideration
        for the First Closing Properties, Sumitomo or a Sumitomo Entity shall
        receive (a) Class B Common Shares with a value equal to 19.9% of the
        Initial Fund Equity (the "Initial Sumitomo Shares"), plus (b) cash in an
        amount equal to the Agreed Valuations for the First Closing Properties
        minus the value of such Shares in the Trust (the "Initial Sumitomo
        Payment"). Notwithstanding the preceding sentence, in no event shall the
        Initial Sumitomo Shares have an initial value greater than $25 million,
        or represent more than 50% of the total Fund equity at any time (and the
        Partnership shall redeem the Initial Sumitomo Shares as provided in
        Section 3.4 or decrease the number of Shares issued to Sumitomo at the
        First Closing (and increase the Initial Sumitomo Payment) to prevent
        this from occurring). In such event, "Initial Sumitomo Shares" shall
        mean such lesser number of Shares issued to Sumitomo at the First
        Closing and "Initial Sumitomo Payment" shall mean the increased cash
        amount payable to Sumitomo at the First Closing. Sumitomo shall cause
        the Existing Mortgage to be discharged at the First Closing. The Initial
        Sumitomo Payment shall be paid by Wire Transfer at the First Closing.
        Each Person other than Sumitomo that contributes cash to the Trust will
        receive Class A Common Shares, with such Shares valued at the same price
        per Share as the Initial Sumitomo Shares. The Trust, the Hines Limited
        Partner and any other Person contributing capital to the Partnership at
        the First Closing will receive Common Units at a price per Unit equal to
        the price per Share at which Common Shares are issued at the First
        Closing. In addition, the Trust shall issue Preferred Shares as provided
        in the Declaration of Trust Form, and the Partnership shall issue
        Preference Units as provided in the Partnership Agreement.

                (b)     At the First Closing, Hines will or will cause one or
        more of its Affiliates to contribute cash to the Trust and/or the
        Partnership (the "Hines Capital Contribution")



                                       15



<PAGE>

        in an aggregate amount (the "Hines Contribution Amount") equal to the
        excess of (i) 80.1% of the excess of (A) the sum of (I) the Agreed
        Valuations of the First Closing Properties, (II) all closing costs
        (including the costs of obtaining any financing) and closing adjustments
        in respect of the First Closing Properties, and (III) all organizational
        expenses of the Trust and the Partnership which pursuant to the terms of
        the Partnership Agreement are to be paid by the Partnership, over (B)
        the proceeds of the Permanent Financing and the Bridge Loan in respect
        of the First Closing Properties (such excess of (A) over (B), the
        "Initial Fund Equity"), over (ii) the aggregate amount of capital
        contributed to the Trust and/or the Partnership by Third Party Investors
        ("Third Party Equity") at the First Closing. Of the Hines Contribution
        Amount, Hines or its Affiliate will contribute a sufficient amount to
        the Trust so that Hines and its Affiliates, together with any Third
        Party Investors issued Shares at the First Closing, hold, in the
        aggregate, at least 1% of the total number of Common Shares outstanding
        immediately after the First Closing, with the remainder of the Hines
        Capital Contribution being contributed to the Partnership or the Trust
        (as determined by Hines in its sole discretion); provided that if the
        Third Party Equity contributed to the Trust at the First Closing is
        greater than or equal to 1% of the total equity of the Trust immediately
        following the First Closing, then Hines and its Affiliates shall not be
        required to make any capital contribution to the Trust, and 100% of the
        Hines Capital Contribution may be contributed to the Partnership.

                (c) For purposes of this Agreement, the fair market value of
        each Property at Closing shall be the value set forth on Schedule "3"
        hereto (the "Agreed Valuations").

                (d) (i) As of the date of this Agreement, Canadian Imperial Bank
        of Commerce ("CIBC"), a Tenant of 425 Lexington Avenue, has not yet
        entered into an amendment of its Lease which would have allowed 425
        Lexington Limited Liability Company to enter into an agreement with
        Simpson Thacher & Bartlett ("STB") to lease a portion of CIBC's
        premises. Hines and SLR acknowledge and agree that the fair market value
        of 425 Lexington Avenue may increase if one or more Expansion Amendments
        are executed and delivered. Accordingly, the parties wish to provide for
        a mechanism to increase the Agreed Valuation of 425 Lexington Avenue and
        the Initial Sumitomo Payment, if Expansion Amendments are executed and
        delivered by CIBC and/or STB. In the event that the Agreed Valuation of
        425 Lexington Avenue is increased pursuant to this Section, references
        in this Agreement to the Agreed Valuation of 425 Lexington Avenue shall
        be deemed references to the Agreed Valuation set forth in Schedule "3"
        hereto, as increased pursuant to this Section 3.1(d).

                        (ii) The mechanism for determining the amount of the
        increase is set forth in Schedule "6" hereto. The parties acknowledge
        that Schedule "6" may not address all possible forms that an Expansion
        Amendment could take, and that different amendments could have different
        effects on the Agreed Valuation. Accordingly, the parties agree to work
        in good faith to agree upon an appropriate increase consistent (to the
        extent applicable) with the formula set forth in Schedule "6" when an
        Expansion Amendment is executed and delivered.

                        (iii) Prior to the Closing of 425 Lexington Avenue,
        Hines shall be notified of, and permitted to approve, any Expansion
        Amendment pursuant to Section


                                       16
<PAGE>

        17.1(a) hereof. If an Expansion Amendment is executed and delivered
        after the Closing Date, the Partnership shall notify SLR within 10 days
        after an Expansion Amendment has been executed and delivered. The
        parties shall work in good faith to agree upon the increase in the
        Agreed Valuation within 30 days after an Expansion Amendment is executed
        and delivered. The parties shall execute and deliver a written amendment
        to this Agreement which sets forth the amount of the agreed increase
        (but the failure to do so shall not affect SLR's rights hereunder).

                        (iv) The Initial Sumitomo Payment shall be increased by
        an amount equal to the agreed increase in the Agreed Valuation. If the
        amount of the increase is determined before the First Closing, the
        Initial Sumitomo Payment paid at the First Closing shall be increased
        accordingly. If the amount of the increase is determined after the First
        Closing, the Partnership shall be required to pay SLR by Wire Transfer,
        within sixty days after the date that the increase is agreed by the
        parties, the total amount of such increase, plus interest from the First
        Closing Date through the date of payment at the rate of 9% per annum,
        compounded annually. Hines will cause HREH to deliver the HREH Guaranty
        at the First Closing to guarantee the Partnership's obligation to pay
        the increase. If the full amount of such increase is paid at the First
        Closing, the HREH Guaranty will be delivered at the First Closing but
        will be modified to exclude Hines' obligations under this Section
        3.1(d).

                        (v) In the event that no Expansion Amendment is executed
        and delivered prior to the Outside Date, the Partnership shall have no
        obligation to pay any increase in the Initial Sumitomo Payment or any
        other consideration to Sumitomo and this Section 3.1(d) shall be of no
        further force or effect. If more than one Expansion Amendment is
        executed and delivered on or before the Outside Date, the Partnership
        shall be required to pay the agreed increase with respect to each
        Expansion Amendment. In no event shall the Agreed Valuation of 425
        Lexington Avenue be deemed to decrease as the result of any Expansion
        Amendment (or the failure to execute same). In the event that an
        increase in the Initial Sumitomo Payment is payable hereunder, SLR shall
        pay (or cause to be paid) New York State and New York City transfer tax
        on the amount of such increase promptly following receipt of same.

                        (vi) In the event that the parties cannot agree upon the
        amount of the increase to the Agreed Valuation within forty (40) days
        after an Expansion Amendment has been executed and delivered, then the
        parties shall submit the dispute to arbitration to be conducted in the
        City and County of New York in accordance with the then applicable
        expedited commercial arbitration rules of the American Arbitration
        Association (the "AAA"). An arbitrator shall be appointed by the AAA or
        its successor (the branch office of which is located in or closest to
        The City of New York), within ten (10) days of a request by either party
        (the "Arbitrator"). Each of the Partnership and SLR shall deliver to the
        Arbitrator in writing, within five (5) days after such Arbitrator is
        appointed, its proposal for the increase to the Agreed Valuation,
        together with any evidence, documentation, or other materials supporting
        the same (a "Proposal"). After the submission of such Proposals, neither
        party may make any additions to or deletions from, or otherwise change,
        its respective Proposal. Within ten (10) days after the delivery of the
        Proposals, the Arbitrator shall choose one or the other of the Proposals
        made by the


                                       17
<PAGE>

        Partnership and SLR. The determination of the Arbitrator (regardless of
        how appointed) shall be final and binding upon Hines, SLR and the
        Partnership. SLR and the Partnership shall each pay one-half of the
        costs and expenses incurred in connection with the selection and use of
        the Arbitrator.

                        (vii) This Section 3.1(d) shall survive Closing.

        3.2 MSI Interests.

                (a) MSI Property (U.S.A.), Inc. (formerly known as Sumitomo
        Marine Realty (U.S.A.), Inc.) ("MSI") owns a 10% interest in 19th and M
        Street Associates Limited Liability Company, the Current Owner of 1200
        Nineteenth Street, and a 9.7727% interest in Park Land Associates
        Limited Liability Company and in Park Building Associates Limited
        Liability Company, collectively the Current Owner of 499 Park Avenue.
        Sumitomo will negotiate with MSI for the sale of MSI's interests in
        these Current Owners. It shall be a condition to Hines' and Sumitomo's
        obligation to proceed with the First Closing that either: (i) MSI has
        sold its interests in Park Land Associates Limited Liability Company,
        Park Building Associates Limited Liability Company and 19th and M Street
        Associates Limited Liability Company to Sumitomo at or prior to the
        First Closing; or (ii) MSI consents to, and at the First Closing MSI
        joins in, the sale of these Properties to the Partnership. The "MSI
        Payment" is the payment to be made by Sumitomo for MSI's interests in
        499 Park Avenue and 1200 Nineteenth Street. At the First Closing, at
        Sumitomo's option, a portion of the Initial Sumitomo Payment will be
        paid directly to MSI in payment for its interests. Notwithstanding
        anything to the contrary in this Agreement, Sumitomo shall have no
        liability hereunder for failure to reach an agreement with MSI, or if
        such an agreement is obtained from MSI prior to the First Closing, for
        failure of MSI to close the transactions for any reason.

                (b) In the event that MSI has not (i) entered into a legally
        binding written agreement on or before May 15, 2003 to sell its
        interests in Park Land Associates Limited Liability Company, Park
        Building Associates Limited Liability Company and 19th and M Street
        Associates Limited Liability Company to Sumitomo, or (ii) delivered to
        SLR its written consent to the sale of 499 Park Avenue and 1200
        Nineteenth Street to the Partnership, then each of Hines and Sumitomo
        may elect upon notice to the other, to postpone the First Closing (as to
        all of the First Closing Properties) in order to obtain MSI's agreement
        or consent, but neither party may postpone the Closing to a date later
        than July 31, 2003 (unless SLR elects to further extend the Closing as
        to 499 Park Avenue and 1200 Nineteenth Street by agreeing to pay the
        fees and other charges necessary to extend (and upon such payment Hines
        is able to extend) the Partnership's financing commitments) but in no
        event shall the Closing as to these Properties be extended beyond
        November 15, 2003. In the event Sumitomo fails to obtain such consent or
        agreement of MSI by the applicable date set forth above, such failure
        will constitute the failure of the Closing condition set forth in
        Section 6.1(e) and the provisions of Section 8.5(b) shall apply.

                (c) In the event that the agreement with MSI contemplated by
        Section 3.2(a) has not been obtained by May 15, 2003, but Hines wishes
        to enter into a loan


                                       18
<PAGE>
        commitment for the Bridge Loan with respect to the First Closing and
        such commitment requires Hines or the Partnership to post a
        non-refundable deposit, then Hines shall so notify SLR. SLR shall then
        elect to either have such commitment entered into or not have such
        commitment entered into. If SLR elects to have such commitment entered
        into, and if the written agreement with MSI is not obtained so that the
        First Closing does not occur with respect to 1200 Nineteenth Street
        and/or 499 Park Avenue, then Sumitomo shall reimburse Hines and the
        Partnership for any portion of such non-refundable deposit which is lost
        on account thereof. If SLR does not elect to have such commitment
        entered into, SLR shall have no liability hereunder for failure of Hines
        to satisfy such Closing condition and the failure of Hines to enter into
        a Bridge Loan commitment or obtain the Bridge Loan by the First Closing
        shall not be deemed a breach or default by Hines under this Agreement.

        3.3 [Intentionally Omitted].

        3.4 Repayment of Bridge Loan; Redemption of Shares and Units. After the
First Closing, the Fund shall apply the net proceeds of all Third Party Equity
contributed to the Fund and of all additional Permanent Financing obtained by
the Fund (and any other funds from capital transactions of the Fund) as follows
(before using such proceeds for any other purpose): (a) first, if the
Partnership elects, to repay the Bridge Loan (if any) with respect to the First
Closing in full; (b) second, to cause the Trust to redeem all of the Initial
Sumitomo Shares at the same price per Share at which such Shares were issued at
the First Closing; and (c) third, if Hines elects, to redeem Units held by the
Hines Limited Partner until the Hines Limited Partner holds Common Units
representing the lesser of 1% of the total number of Common Units outstanding or
$25 million in value, as provided in the Partnership Agreement (or such greater
amount as the Hines Limited Partner shall elect in its sole discretion). It
shall be a condition to the Second Closing that Sumitomo has received payment
for all of the Initial Sumitomo Shares at least 31 days prior to the Second
Closing Date. In addition, it shall be a condition to the Partnership's
obligation to proceed with the Second Closing that the Hines Limited Partner has
received the sums described in clause (c) above (provided that Hines may waive
this condition in its sole discretion). The parties anticipate that the
redemption of the Initial Sumitomo Shares will occur at Third Party Equity
Closing #1 (described in Section 4.3 below). Further, it shall be a condition to
the Second Closing that the Bridge Loan (if any) obtained at the First Closing
has been repaid in full, unless the Partnership demonstrates to SLR's reasonable
satisfaction that the Partnership has sufficient Third Party Equity commitments
to repay the Bridge Loan obtained at the First Closing in full and covenants in
writing to SLR to apply such commitments to the repayment of such Bridge Loan no
later than March 31, 2004.

        3.5 Second Closing. At the Second Closing, Sumitomo will convey 101 East
52nd Street (the "Second Closing Property") to the SPE Owner designated by the
Partnership. At the Second Closing, in consideration for the Second Closing
Property, Sumitomo shall receive from the Partnership (a) Class A Common Shares
with a value of $25 million (at the same price per share at which the Initial
Sumitomo Shares were issued at the First Closing) plus (b) cash in an amount
equal to the Agreed Valuation for the Second Closing Property minus $25 million
(the "Second Sumitomo Payment"). The Second Sumitomo Payment shall be paid by
Wire Transfer at the Second Closing. If the First Closing does not occur due to
the failure to satisfy any Closing condition, neither SLR nor the Partnership
will have any obligation to proceed with the


                                       19
<PAGE>


Second Closing and in such event the parties may terminate this Agreement in
accordance with Section 8.5. The Partnership shall be permitted to obtain a
Bridge Loan to finance the Second Closing, provided that the Partnership
demonstrates to SLR's reasonable satisfaction that the Partnership has
commitments for Third Party Equity in an amount at least equal to the amount of
such Bridge Loan (in addition to the commitments described in the last sentence
of Section 3.4, as applicable) and covenants in writing to SLR to apply such
commitments to the repayment in fue1s of such Bridge Loan no later than March
31, 2004.


ARTICLE 4. MORTGAGE FINANCING; THIRD PARTY EQUITY.

        4.1 Permanent Financing; Loan Criteria. The Partnership and Hines will
use good faith efforts to obtain first mortgage financing, to be closed and
funded at the First Closing and Second Closing (each, the "Permanent
Financing"). The Permanent Financing shall meet the following criteria (the
"Loan Criteria"):

                (a) the principal amount of (i) Permanent Financing for the
        First Closing shall not exceed 55% of the aggregate of (A) the Agreed
        Valuations of the First Closing Properties, plus (B) all closing costs
        (including the costs of obtaining any financing) and closing adjustments
        in respect of the First Closing Properties, and (ii) the Permanent
        Financing for the Second Closing Property shall not exceed an amount
        which, when taken together with all Permanent Financing on the First
        Closing Properties, would not cause the aggregate amount of Permanent
        Financing on all four Properties to exceed 55% of the sum of (x) the
        Agreed Valuations of all of the Properties, plus (y) all closing costs
        (including the cost of obtaining any financing) or closing adjustments
        paid by the Partnership with respect to the Closing of the Properties;

                (b) the security will consist of first mortgages, assignments of
        leases and other security instruments that are customary with respect to
        first lien mortgage financings;

                (c) the loan documents shall not prohibit or restrict in any way
        the redemption of the Initial Sumitomo Shares following the First
        Closing pursuant to Section 3.4 hereof (or pursuant to the corresponding
        provisions of the Declaration of Trust and Partnership Agreement), or
        Hines' ability to purchase the Initial Sumitomo Shares pursuant to
        Section 4.4(d);

                (d) the SPE Owners will be the borrowers and no party other than
        the SPE Owners and the Partnership will have liability in connection
        with the loans; provided, however, Hines may elect, in its sole
        discretion, to accept personal liability for itself or one or more of
        its Affiliates with respect to certain matters relating to such
        financing, such as non-recourse carve-outs and similar matters; and

                (e) all other terms of the loans must be acceptable to Hines and
        the Partnership in their sole and absolute discretion (subject to the
        requirements of the Partnership Agreement and PPM).


                                       20
<PAGE>



References in this Agreement to the Permanent Financing shall be deemed to mean
Permanent Financing which meets the Loan Criteria. It will be a condition to
Closing that Permanent Financing which meets the Loan Criteria is closed and
funded at Closing.

        4.2 Existing Mortgage. Sumitomo will cause the Existing Mortgage to be
fully released and discharged of record on or prior to the First Closing without
expense to Hines or the Partnership.

        4.3 Third Party Equity Target. It is the parties' intention to raise at
least $250 million in Third Party Equity on or before July 31, 2003, although it
is hoped that Third Party Equity may be raised on or before the First Closing.
The parties anticipate that Third Party Equity closings will occur on the
following dates (and on the First Closing Date, if Third Party Equity is then
available):

                (a) Third Party Equity Closing #1: July 31, 2003

                (b) Third Party Equity Closing #2: September 30, 2003
                    (simultaneous with the Second Closing)

                (c) Third Party Equity Closing #3: December 31, 2003

            However, in no event will Hines or the Partnership be deemed to be
in breach or default hereunder if Third Party Equity in the amount specified
above is not raised on or before July 31, 2003, nor if one or more of the Third
Party Equity Closings described above fail to occur by the specified date.

        4.4 Failure to Meet Equity Target.

                (a) If, on the First Closing Date, Third Party Equity, together
        with the Hines Capital Contribution and Permanent Financing meeting the
        Loan Criteria, are insufficient to make the Initial Sumitomo Payment to
        Sumitomo, Hines shall use good faith efforts to obtain a Bridge Loan on
        behalf of the Partnership to cover the deficiency. Any Bridge Loan which
        the Partnership obtains in connection with the Closings shall be in an
        amount not to exceed 30% of the aggregate of (i) the Agreed Valuations
        of the applicable Properties and (ii) all closing costs (including cost
        of obtaining financing) and closing adjustments paid by the Partnership
        with respect to such Properties. In no event will the failure to raise
        sufficient Third Party Equity (or the failure to obtain funds which
        Third Party Investors have agreed to contribute) relieve Hines and the
        Partnership from the obligation to complete the First Closing, nor shall
        Hines and the Partnership be entitled to postpone the First Closing in
        order to obtain the Bridge Loan or other funds required for the First
        Closing (except as otherwise agreed by SLR or as provided in Section 3.2
        or 8.5(b)).

                (b) If, on the Second Closing Date, Third Party Equity, together
        with Permanent Financing, is insufficient to (w) make the Second
        Sumitomo Payment to Sumitomo, (x) cause the Trust to redeem all of the
        Initial Sumitomo Shares, (y) if required by Hines, redeem Hines' Units
        so that the Hines Limited Partner holds Common Units representing the
        lesser of 1% of the total number of Common Units outstanding or $25
        million in value, as provided by the Partnership Agreement, and (z) if
        required by the



                                       21
<PAGE>





        Partnership, to repay the Bridge Loan in full, then the Partnership
        shall so notify SLR prior to the Second Closing Date, and within five
        Business Days thereafter SLR shall elect, by notice to the Partnership,
        alternatively: (i) to postpone the Second Closing to a date to be
        specified by Sumitomo (but not later than December 31, 2003), or (ii) to
        terminate this Agreement as to the Second Closing Property without
        liability. Notwithstanding the foregoing, if the Partnership can, with
        the proceeds of a second Bridge Loan, (1) make the Second Sumitomo
        Payment, (2) cause the Trust to redeem all of the Initial Sumitomo
        Shares and (3) to the extent required by Hines, redeem Hines' Units as
        described above, then the Partnership shall be permitted to proceed with
        the Second Closing using a second Bridge Loan and SLR shall not be
        entitled to adjourn the Closing, subject to compliance with the last
        sentence of each of Sections 3.4 and 3.5. If SLR elects to postpone the
        Second Closing and the Second Closing does not occur by December 31,
        2003 (or such earlier date to which SLR has agreed to extend the Second
        Closing), each of the Partnership and SLR shall have the right to
        terminate this Agreement only as to the Second Closing Property upon
        notice to the other. If Hines does not require the Partnership to redeem
        its Units prior to the Second Closing as provided in the first sentence
        of this Section, then all net proceeds of Third Party Equity contributed
        to the Fund after the Second Closing and of all additional Permanent
        Financing obtained by the Fund after the Second Closing shall be applied
        first to such redemption of Hines' Units.

                (c) After the First Closing, the Partnership shall not purchase
        any properties other than the Second Closing Property unless and until:
        (i) the Second Closing has occurred, or (ii) the Second Closing has not
        occurred for failure to satisfy a Closing condition and Sumitomo or the
        Partnership terminates this Agreement as permitted hereunder with
        respect to the Second Closing Property, or (iii) the Partnership
        demonstrates to SLR's reasonable satisfaction that it has sufficient
        Third Party Equity commitments which, when aggregated with the Permanent
        Financing for the Second Closing Property, will permit the Partnership
        to make the Second Sumitomo Payment and will permit the Trust to redeem
        all of the Initial Sumitomo Shares, and the Partnership covenants in
        writing to SLR to reserve such commitments to fund the Second Closing
        (or to repay a Bridge Loan which the Partnership may elect to obtain to
        complete the Second Closing).

                (d) In the event that Hines is unable to raise sufficient Third
        Party Equity to cause the Trust to redeem all of the Initial Sumitomo
        Shares in accordance with Section 3.4 on or before December 31, 2003,
        then (regardless of whether the Second Closing occurs) on December 31,
        2003 Hines shall purchase or cause the Hines Limited Partner or another
        Affiliate of Hines to purchase (and Sumitomo shall sell) all the Initial
        Sumitomo Shares that are still owned by Sumitomo at the same price
        per Share at which such Shares were issued at the First Closing. At the
        First Closing, Hines shall cause HREH to deliver to Sumitomo the HREH
        Guaranty to guarantee Hines' purchase obligation described in this
        Section 4.4(d). If Hines purchases any of the Initial Sumitomo Shares,
        Sumitomo shall provide Hines with customary representations in
        assignment documentation that Sumitomo has not sold or encumbered, and
        has good title to, such Shares. In such event, this Agreement shall
        terminate as to the Second Closing Property in accordance with Section
        8.5 and Sumitomo shall have no further rights under


                                       22
<PAGE>



        the Trust Organization Documents, the Partnership Agreement or any
        agreements relating thereto (including but not limited to the Advisory
        Agreement). For example, Sumitomo shall no longer have any rights to
        appoint members to the Management Board or to receive fees under the
        Advisory Agreement.

                (e) Each Bridge Loan shall be on terms and conditions
        satisfactory to the Partnership and Hines in their sole discretion.
        While Sumitomo shall have no personal liability with respect thereto,
        Hines may, in its sole discretion, agree to accept limited liability as
        to such loan including liability for any non-recourse carve-outs. Hines
        and the Partnership agree to use good faith efforts to obtain the Bridge
        Loan to the extent required for the First Closing.

        4.5 Marketing.

                (a) The parties will work together to finalize the PPM and a
        binder containing detailed information regarding the Properties (the
        "Property Information Binder") as quickly as possible after the date
        hereof, and the forms of the PPM and Property Information Binder shall
        be acceptable to all parties in their reasonable discretion. The PPM
        and Property Information Binder which have been approved by the parties,
        and amendments or supplements to the foregoing which have been
        approved (or deemed approved) by the parties are referred to
        collectively as "Approved Market Materials". Changes--other than de
        minimis changes--in the forms of the Approved Marketing Materials, once
        final forms have been agreed, will require the prior written consent of
        the parties. In the event that any party wishes to amend any Approved
        Marketing Materials, such party shall notify the other parties of the
        proposed change. The other parties shall notify the party seeking the
        amendment of its approval (or the reasons for its disapproval) within 5
        Business Days after receipt of such proposed change. Any revision of a
        proposed change submitted to secure the other party's approval shall
        also be approved or disapproved within 5 Business Days. If a party fails
        to respond to a notice requesting approval of a proposed change to
        Approved Marketing Materials within such 5 Business Day period, such
        party shall be deemed to have consented to the proposed change (except
        that only Hines will be permitted to make agreed changes to the Approved
        Marketing Materials).

                (b) Notwithstanding subparagraph (a) above, Hines, the Fund and
        Morgan Stanley shall be permitted to prepare and distribute other
        marketing materials without SLR's consent, provided that Hines causes
        each Third Party Investor to acknowledge in writing prior to investing
        in the Fund that in the event of any discrepancy between such marketing
        materials and Approved Marketing Materials, the Approved Marketing
        Materials shall govern.

                (c) Each party agrees (on its own behalf and on behalf of its
        Affiliates which engage or assist in Fund marketing efforts) that it
        shall comply with all applicable securities laws of the U.S. and each
        other jurisdiction in which such party is marketing Interests. For this
        purpose, each party shall comply with the Securities Protocol attached
        hereto as Exhibit "G" (the "Securities Protocol").



                                       23
<PAGE>
     (d) Hines has already begun, and shall continue, to market to third party
investors in the U.S. and Europe the opportunity to invest equity in the Fund
with a view towards obtaining the maximum amount of commitments for Third Party
Equity. Hines, working together with Morgan Stanley, has the lead responsibility
for marketing in the U.S. and Europe, including the preparation of marketing
materials and negotiation of final terms with investors. Sumitomo and its
Affiliates will have the lead responsibility after the Closings for marketing in
Japan and, commencing in 2004, elsewhere in Asia; however, due to current
economic conditions and other factors, Sumitomo and its Affiliates will not
begin marketing efforts until after the Second Closing (i.e., it is not
anticipated that any Asian capital will be raised prior to Second Closing) and
are not specifically undertaking to do so in this Agreement. Prior to the date
Sumitomo or its Affiliate begins such marketing activities, it shall enter into
a placement agent agreement with the Trust and the Partnership with respect
thereto, which agreement shall be in such form as may be acceptable to the
parties acting reasonably. Hines will pay Morgan Stanley's placement fee.
Sumitomo will pay the placement fees of any placement agent engaged by Sumitomo
in connection with marketing Interests to investors in Japan and Asia, and SLR
and its Affiliates shall be entitled to retain 100% of any marketing or
distribution fees that they collect from Asian investors in connection with the
marketing of Interests in the Fund. All other marketing costs will be paid by
the Fund, including all travel and entertainment costs heretofore or hereafter
incurred by Hines, Morgan Stanley and Sumitomo and its Affiliates in marketing
Interests to Third Party Investors. Notwithstanding the foregoing, in the event
that market conditions in the various geographic areas where the Fund is being
marketed, or the requirements of Third Party Investors in these geographic
areas, result in caps, limits or restrictions on the Fund's ability to pay or
bear marketing costs (including travel and entertainment expenses), then any
portion of such costs or expenses in excess of the amount the Fund may, as a
result of such caps, limits or restrictions, pay or bear shall be paid (x) by
Sumitomo, if incurred with respect to marketing efforts by Sumitomo or its
placement agent(s), or (y) by Hines, if incurred with respect to marketing
efforts by Hines or Morgan Stanley. It shall be a condition to Sumitomo's
obligation to proceed with the First Closing that Hines obtain an amendment of
Morgan Stanley's agreement to provide Sumitomo and its Affiliates with the sole
right to market the Fund in Japan. After such agreement expires, Hines will
structure any successor agreement, after consultation with SLR, to expand
Sumitomo's exclusive marketing rights to other parts of Asia;

     (e) Hines and SLR agree that they will work together in good faith to
adjust the asset management, advisory and acquisition fee structure and other
terms of the Fund if, as a result of investor feedback, they conclude that such
adjustments are necessary to make it market-clearing. The parties will also work
together in good faith to make adjustments to the terms of the Fund as applied
to Japanese investors, if necessary, once Sumitomo has had an opportunity to
investigate the kind of fee structure and other terms that would optimize the
raising of Japanese equity. Further, Hines and SLR agree that (i) they will work
together in good faith to make such amendment to the Partnership Agreement,
Trust Organization Documents, Advisory Agreement, and the Management and Leasing
Agreement if, as a result of investor feedback, they conclude that such
amendments or adjustments are necessary to make these documents market-clearing,
or (ii) Hines may make amendments or adjustments to the above-referenced
documents if


                                       24
<PAGE>






Hines concludes that such amendments or adjustments are necessary for the Fund
to comply with applicable law, including being exempt from the registration
requirements of the Securities Act of 1933 (as amended) or the Investment
Company Act of 1940 (as amended). Notwithstanding the foregoing, each of SLR and
Hines shall have the right to consent (in its sole discretion) to amendments or
adjustments of the type described in the preceding sentence if such amendments
or adjustments would affect the rights and/or obligations of SLR or Hines or
their respective Affiliates hereunder or under any of the Closing Instruments in
more than a de minimis manner. The failure of the parties, acting in good faith,
to agree upon the amendments and adjustments described in this section shall not
be deemed a default under this Agreement and in the event of such failure the
parties shall have the remedies set forth in Section 8.5.

     (f) Hines may perform its obligations under this Article 4 through the
General Partner, but such delegation shall not be deemed to relieve Hines of its
obligations or liabilities hereunder.

4.6 Indemnities Relating to Marketing.

     (a) Each of Hines, the Trust and the Partnership, on the one hand, and
Sumitomo, on the other hand, hereby agrees to indemnify, hold harmless and
defend the other (and the Sumitomo Indemnitees and Hines Indemnitees, as
applicable) against any and all claims, damages, losses, Legal Proceedings,
costs, demands, liabilities, expenses and Fees-And-Costs, including
Fees-and-Costs of enforcing this indemnity (collectively; "Claims") resulting
from or arising out of the following in connection with or relating to the offer
or sale of Interests by the indemnifying party or its Affiliates or otherwise in
connection with marketing efforts of such party or its Affiliates relating to
the Fund: (i) a breach by such party or its Affiliates of applicable securities
laws; (ii) a breach of the Securities Protocol by such party or its Affiliates;
or (iii) a misrepresentation as to a material fact or the omission of a material
fact made by such party or its Affiliates in any communication other than
Approved Marketing Materials.

     (b) Hines and the Partnership (on their own behalf and on behalf of the
Trust) acknowledge and agree that the representations and warranties of SLR and
its Affiliates in this Agreement and the Closing Instruments are made for the
sole benefit of, and may be relied upon only by, Hines and the Partnership, and
that the Trust, the other partners of the Partnership, and Third Party Investors
shall have no right to rely upon such representations. Without limiting the
preceding sentence, Hines and the Partnership (on their own behalf and on behalf
of the Trust) acknowledge and agree that the Sumitomo Indemnitees shall have no
liability to Hines, the Partnership or the Trust for, and hereby (on their own
behalf and on behalf of their Affiliates) release the Sumitomo Indemnitees from
all liability in connection with, any and all Claims arising from or in
connection with any misrepresentation now or in the future included in, or any
factual information omitted from, Approved Marketing Materials or otherwise
communicated to any Person which is based upon a misrepresentation of, or any
factual information omitted by, SLR or its Affiliates in this Agreement or the
Closing Instruments. (The foregoing is not intended, however, to limit the
remedies of Hines and the Partnership against SLR in Section 4.6(a) or Article
13 hereof.)




                                       25
<PAGE>



     (c) The Partnership and (by executing and delivering the form of agreement
attached hereto as Exhibit "O" at the First Closing) the Trust, hereby agree to
indemnify, hold harmless and defend each of the Hines Indemnitees and the
Sumitomo Indemnitees against any and all Claims incurred by or asserted against
any Sumitomo Indemnitee or Hines Indemnitee, as applicable, by Third Party
Investors or other Persons (including third party partners of the Partnership
and Trust shareholders) arising from or in connection with: (i) the offer or
sale of Interests by the Indemnitees (or any of them), the Partnership or the
Trust, or other marketing activities by the Indemnitees (or any of them), the
Partnership or the Trust, in connection with the Fund, provided that the
Indemnitee seeking indemnification has not: (A) violated applicable securities
laws, (B) violated the Securities Protocol, or (C) made any misrepresentation to
any Third Party Investor or any other Person of a material fact or omitted to
disclose to any Third Party Investor or any other Person a material fact in any
communication other than Approved Marketing Materials; (ii) a misrepresentation
as to a material fact in or any omission of a material fact from Approved
Marketing Materials (regardless of whether such misrepresentation or omission is
based upon a misrepresentation or omission of SLR or its Affiliates in this
Agreement or the Closing Instruments); (iii) any violation of applicable
securities laws by Morgan Stanley or any misrepresentation of a material fact or
omission of a material fact by Morgan Stanley in connection with the offer or
sale of Interests in the Fund or otherwise in connection with marketing
activities relating to the Fund; and (iv) any other Claims by Third Party
Investors relating to the offer or sale of the Interests.

     4.7 Survival. This Article 4 (other than Sections 4.1 and 4.2) shall
survive the Closings and the termination of this Agreement.

ARTICLE 5. CLOSINGS; CLOSING DELIVERIES.

     5.1 Closing Dates. The First Closing shall take place at the offices of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, NY 10019
on June 30,2003, or such later date as may be provided herein (the "First
Closing Date"). The Second Closing shall also take place at the offices of
LeBoeuf, Lamb, Greene & MacRae, L.L.P. in New York, on September 30, 2003, or
such later date as may be provided herein (the "Second Closing Date").
References in this Agreement to the "Closing" and the "Closing Date" are deemed
to be references to the First and/or Second Closing, aricl the First and/or
Second Closing Date, as applicable in the particular context.

     5.2 First Closing Events. The following shall occur at the First Closing:

          (a) The Partnership closes the Permanent Financing;

          (b) SLR provides to the Title Insurer all appropriate releases and
     discharges (in recordable form) of the Existing Mortgage;

          (c) The Initial Sumitomo Payment is made to Sumitomo and the Initial
     Sumitomo Shares are issued to Sumitomo;



                                       26
<PAGE>


          (d) The Hines Capital Contribution is made to the Partnership;

          (e) Units are issued to the Trust to reflect the value of the Shares
     being issued to Sumitomo;

          (f) If applicable, the Partnership closes the Bridge Loan;

          (g) Third Party Investors (if any) are admitted to the Fund and are
     issued an appropriate number of Shares or Units, as applicable;

          (h) The Title Insurer issues title policies for the First Closing
     Properties to the applicable SPE Owners;

          (i) Sumitomo, at its option, directs that a portion of the Initial
     Sumitomo Payment be used to make the MSI Payment to MSI (unless Sumitomo
     purchases MSI's interests in Park Land Associates Limited Liability
     Company, Park Building Associates Limited Liability Company, and 19th and
     M Street Associates Limited Liability Company prior to the First Closing);

          (j) The First Closing Properties (and the related rights, titles and
     interests contemplated by this Agreement to be assigned or transferred at
     the First Closing) are conveyed to the SPE Owners;

          (k) The deliveries required by Section 5.3 are made;

          (l) If the Fund seeks to qualify for exemption from the registration
     requirements of the Securities Act of 1933 afforded by Regulation D, within
     15 days after the Closing, the Fund shall file a Form D with the Securities
     and Exchange Commission in compliance with Regulation D and shall file with
     any state any comparable form required pursuant to such state's securities
     laws; and

          (m) The other payments required by this Agreement to be made at the
     First Closing are made with respect to the First Closing Properties.

5.3 First Closing Document Deliveries.

          (a) Subject to the terms of this Agreement, Sumitomo shall execute
     and/or deliver and/or cause the Current Owners to execute and/or deliver,
     as applicable, the following documents, items and payments at the First
     Closing:

               (i) The Deed to each First Closing Property, in the forms
          attached hereto as Exhibit "C";

               (ii) A New-York State Combined Real Estate Transfer Tax Return
          and Credit Line Mortgage Certificate (Form TP-584) and Real Property
          Transfer Report (Form RP-5217) (the "NYS Returns") for 499 Park Avenue
          and 425 Lexington Avenue;




                                       27
<PAGE>



               (iii) A New York City Real Property Transfer Tax Return and Real
          Property Transfer Report (Form RP 5217 NYC) (the "NYC Returns") for
          499 Park Avenue and 425 Lexington Avenue;

               (iv) A Washington D.C. Real Property Recordation and Transfer Tax
          Form FP 7/C (the "DC Return");

               (v) Appropriate checks (or wire transfers to the extent required
          by the Title Insurer), payable to the applicable taxing authorities,
          in the amount of New York State and City and Washington, D.C. transfer
          and recordation taxes applicable to the conveyance of the First
          Closing Properties in accordance with Section 14.1 hereof;

               (vi) The Advisory Agreement;

               (vii) An Assignment of Ground Lease in the forms attached hereto
          as Exhibit "K" (collectively, the "Ground Lease Assignments") with
          respect to each of 499 Park Avenue and 425 Lexington Avenue;

               (viii) An Assignment of Leases in the forms attached hereto as
          Exhibit "L" (each, an "Assignment of Leases" and collectively, the
          "Assignments of Leases") with respect to each First Closing Property;

               (ix) A General Assignment in the forms attached hereto as Exhibit
          "M" (each, a "General Assignment" and collectively, the "General
          Assignments") with respect to each First Closing Property;

               (x) A notice to each Tenant of each First Closing Property in the
          forms attached hereto as Exhibit "N";

               (xi) A certificate of non-foreign status pursuant to Section 1445
          of the Code from each of the Current Owners of the First Closing
          Properties;

               (xii) The closing deliveries specified in paragraphs 1 and 2 of
          Schedule "9";

               (xiii) Originals of the letters of credit for the First Closing
          Properties listed on Schedule "13" hereto, together with an original
          of the additional letter of credit required to be delivered by Dreier
          & Baritz, LLP;

               (xiv) Standard title affidavits requested by the Title Insurer to
          issue the title insurance policies for the First Closing Properties
          (which will not include any indemnities other than a so-called "gap
          indemnity" with respect to the Closing of 1200 Nineteenth Street);

               (xv) The letter agreement in the form attached hereto as Exhibit
          "O", executed and delivered by the Current Owners of the First Closing
          Properties;




                                       28
<PAGE>
               (xvi) Originals (or if such originals are not in the possession
          of Sumitomo and/or the Current Owners, copies) of the Property
          Documents for the First Closing Properties;

               (xvii) The Tenant Estoppels and SNDAs for the First Closing
          Properties, as required by Section 7.1(m) hereof;

               (xviii) Appropriate letters or other evidence with respect to the
          termination of management and Leasing Agent Agreements in accordance
          with Section 9.1 below;

               (xix) Appropriate letters or other evidence with respect to the
          termination of Service Contracts and Construction Agreements in
          accordance with Section 9.3 below;

               (xx) The Tenant Deposits: (i) in the case of cash Tenant
          Deposits, in the form of(x) a cashier's check payable to the
          Partnership (or by wire transfer to an account designated by the
          Partnership) or (y) transfer by appropriate instruments of the
          accounts in which such deposits are held, and (ii) in the event any
          Tenant Deposits are in the form of a letter of credit, then Sumitomo
          shall, or shall cause the applicable Current Owner to, deliver at
          Closing the original letter(s) of credit, together with documentation
          sufficient to cause the letter(s) of credit to be assigned to the
          Partnership or the applicable SPE Owner, together with the payment of
          any costs in connection therewith;

               (xxi) At least three (3) counterparts of a Closing Statement
          showing all closing apportionments made under Article 16 hereof and
          such other Closing payments; credits and prorations as may be required
          hereby;

               (xxii) All keys to the First Closing Properties which are in the
          possession of Sumitomo, the applicable Current Owners or any of their
          respective agents or employees;

               (xxiii) A Subscription Agreement from each of SLR and SLRI in the
          form attached hereto as Exhibit "H" (the "Subscription Agreement");

               (xxiv) Certified rent rolls for the First Closing Properties in
          substantially the same form as the rent rolls attached as Schedule
          "19" hereto, but updated to reflect the current status of Rents
          (subject, however, to Sections 7.l(g) and 8.5 hereof); and

               (xxv) Any other instruments or documents to be executed and/or
          delivered by Sumitomo or the Current Owners pursuant to any other
          provisions of this Agreement.




                                       29
<PAGE>



     (b) Subject to the terms of this Agreement, Hines, its Affiliates, and the
Partnership shall execute and/or deliver, and/or cause the applicable SPE Owners
and the Trust to execute and/or deliver, as applicable, the following documents,
items and payments at the First Closing:

          (i)    The NYS Returns for 499 Park Avenue and 425 Lexington Avenue;

          (ii)   The NYC Returns for 499 Park Avenue and 425 Lexington Avenue;

          (iii)  The DC Return;

          (iv)   The Partnership Agreement;

          (v)    The Trust Organization Documents executed pursuant to Section
     2.2 hereof;

          (vi)   The Advisory Agreement;

          (vii)  The Ground Lease Assignments with respect to the First Closing
     Properties;

          (viii) The Assignments of Leases with respect to the First Closing
     Properties;

          (ix)   The General Assignments with respect to the First Closing
     Properties;

          (x)    Certificates representing the Initial Sumitomo Shares issued
     to SLR and SLRI;

          (xi)   Copy of the Management and Leasing Agreement;

          (xii)  Copies of the Permanent Financing documents;

          (xiii) Copies of the Bridge Loan documents (if applicable);

          (xiv)  Copies of the title insurance policies;

          (xv)   The closing deliveries specified in paragraphs 3 through 8 of
     Schedule "9";

          (xvi)  At least three (3) counterparts of a Closing Statement showing
     all closing apportionments made under Article 16 hereof and such other
     Closing payments, credits and prorations as may be required hereby;

          (xvii) The letter agreement in the form attached hereto as "Exhibit
     "O", executed and delivered by the Trust and the SPE Owners of the First
     Closing Properties;




                                       30
<PAGE>

          (xviii) The HREH Guaranty and the HREH Opinion; and

          (xix) Any other instruments or documents to be executed and/or
delivered by Hines, its Affiliates, the Partnership, the SPE Owners, the Trust
and/or General Partner pursuant to any other provisions of this Agreement.

5.4 Second Closing Events. The following shall occur at the Second Closing:

               (a) The Partnership closes the Permanent Financing for the Second
Closing Property;

               (b) The Second Sumitomo Payment is made to Sumitomo and Shares
are issued to Sumitomo in accordance with Section 3.5;

               (c) If applicable, the Partnership closes the Bridge Loan;

               (d) The Title Insurer issues title insurance policies for the
Second Closing Property to the applicable SPE Owner;

               (e) The Second Closing Property(and the related rights, titles
and interests contemplated by this Agreement to be assigned or transferred at
the Second Closing) is conveyed to the applicable SPE Owner;

               (f) The deliveries required by Section 5.5 are made; and

               (g) The other payments required by this Agreement to be made at
Closing are made with respect to the Second Closing Property.

5.5 Second Closing Document Deliveries.

               (a) Subject to the terms of this Agreement, Sumitomo shall
execute and/or deliver, and/or cause the Current Owner to execute and/or
deliver, as applicable, the following documents, items and payments at the
Second Closing:

                    (i) The Deed to the Second Closing Property in the form
attached hereto as Exhibit "C";

                    (ii) The NYS Return for the Second Closing Property;

                    (iii) The NYC Return for the Second Closing Property;

                    (iv) An appropriate check (or wire transfer to the extent
required by the Title Insurer), payable to the applicable taxing authorities, in
the amount of New York State and City transfer taxes applicable to the
conveyance of the Second Closing Property in accordance with Section 14.1
hereof;

                    (v) An Assignment of Leases with respect to the Second
Closing Property;



                                       31
<PAGE>



               (vi) A General Assignment With respect to the Second Closing
          Property;

               (vii) A notice to each Tenant of the Second Closing Property in
          the form attached hereto as Exhibit "N";

               (viii) A certificate of non-foreign status pursuant to Section
          1445 of the Internal Revenue Code from 600 Lexington Avenue
          Associates;

               (ix) The closing deliveries specified in paragraphs 1 and 2 of
          Schedule "9";

               (x) Originals of the letters of credit for Leases relating to the
          Second Closing Property listed on Schedule "13" hereto;

               (xi) Standard title affidavits requested by the Title Insurer to
          issue the title insurance policy for the Second Closing Property
          (which will not include any indemnities);

               (xii) An amendment to SLR's Lease covering certain space at the
          Second Closing Property, in a form reasonably acceptable to Hines and
          SLR (the "SLR Lease Amendment"), pursuant to which SLR surrenders
          7,471 r.s.f. of space on floor 3 (Hines agrees to work in good faith
          with SLR to reach agreement on the surrender at the Second Closing by
          SLR of up to an additional 3,523 r.s.f. of space currently subleased
          by SLR, so long as in Hines' sole judgment the terms of such surrender
          of additional space do not have an impact on the value of this
          Property; however, the failure to reach such agreement shall not
          constitute a default, breach or failure of a condition to Closing);

               (xiii) Originals (or if originals are not in the possession of
          Sumitomo and/or the Current Owner, copies) of the Property Documents
          for the Second Closing Property;

               (xiv) The letter agreement in the form attached hereto as
          "Exhibit "0", executed and delivered by the Current Owner of the
          Second Closing Property;

               (xv) The Tenant Estoppels and SNDAs for the Second Closing
          Property, as required by Section 7.1(m) hereof;

               (xvi) Appropriate letters or other evidence with respect to the
          termination of management and Leasing Agent Agreements in accordance
          with Section 9.1 below;

               (xvii) Appropriate letters or other evidence with respect to the
          termination of Service Contracts and Construction Agreements in
          accordance with Section 9.3 below;

               (xviii) The Tenant Deposits: (i) in the case of cash Tenant
          Deposits, in the form of(x)a cashier's check payable to the
          Partnership (or by wire transfer to an account




                                       32
<PAGE>




designated by the Partnership) or (y) transfer by appropriate instruments of the
accounts in which such deposits are held, and (ii) in the event any Tenant
Deposits are in the form of a letter of credit, then Sumitomo shall, or shall
cause the applicable Current Owner to, deliver at Closing the original letter(s)
of credit, together with documentation sufficient to cause the letter(s) of
credit to be assigned to the Partnership or the applicable SPE Owner, together
with the payment of any costs in connection therewith;

          (xix) At least three (3) counterparts of a Closing Statement showing
     all closing apportionments made under Article 16 hereof and such other
     Closing payments, credits and prorations as may be required hereby;

          (xx) All keys to the Second Closing Property which are in the
     possession of Sumitomo, the applicable Current Owner or any of their
     respective agents or employees;

          (xxi) A Subscription Agreement from each of SLR and SLRI in the form
     attached hereto as "Exhibit H";

          (xxii) Certified rent rolls for the Second Closing Property in
     substantially the same form as the rent rolls attached as Schedule "19"
     hereto but updated to reflect the current status of Rents (subject,
     however, to Sections 7.1(g) and 8.5 hereof); and

          (xxiii) Any other instruments or documents to be executed and/or
     delivered by Sumitomo or the Current Owner pursuant to any other provisions
     of this Agreement.

     (b) Subject to the terms of this Agreement, Hines, its Affiliates and the
Partnership shall execute and/or deliver, and/or cause the applicable SPE Owners
and the Trust to execute and/or deliver, as applicable, the following documents
at the Second Closing:

          (i) The NYS Return for the Second Closing Property;

          (ii) The NYC Return for the Second Closing Property;

          (iii) An Assignment of Leases with respect to the Second Closing
     Property;

          (iv) A General Assignment with respect to the Second Closing Property;

          (v) The closing deliveries specified in paragraphs 3 through 8 of
     Schedule "9";

          (vi) Certificates representing the Shares issued to SLR and SLRI
     pursuant to Section 3.5;

          (vii) Copy of the Management and Leasing Agreement;




                                       33
<PAGE>



          (viii) Copies of the Permanent Financing documents;

          (ix) Copies of the Bridge Loan documents (if applicable);

          (x) Copy of the title insurance policy;

          (xi) The letter agreement in the form attached hereto as "Exhibit "O",
     executed and, delivered by the SPE Owner of the Second Closing Property;

          (xii) At least three (3) counterparts of a Closing Statement showing
     all closing apportionments made under Article 16 hereof and such other
     Closing payments, credits and prorations as may be required hereby; and

          (xiii) Any other instruments or documents to be executed and/or
     delivered by Hines, its Affiliates, the Partnership, the SPE Owners, the
     Trust and/or General Partner pursuant to any other provisions of this
     Agreement.

ARTICLE 6. SUMITOMO CLOSING CONDITIONS.

          6.1 Sumitomo Closing Conditions. Sumitomo's and the Current Owners'
     obligation to perform and complete its obligations at each Closing shall be
     subject to satisfaction of all of the following conditions:

               (a) The Partnership is prepared to close the Permanent Financing
          for the applicable Properties (i.e., loan documents have been, or are
          simultaneously being, executed and delivered and the lender is
          prepared to simultaneously disburse funds to the Partnership and/or
          the applicable SPE Owners);

               (b) If applicable, the Partnership is prepared to close the
          Bridge Loan;

               (c) With respect to the Second Closing: (i) if applicable, the
          Bridge Loan obtained at the First Closing has been repaid in full or
          the Partnership has demonstrated to SLR's reasonable satisfaction that
          it has equity commitments in an amount at least equal to the first
          Bridge Loan and covenants in writing to SLR to apply such commitments
          to the repayment of such Bridge Loan no later than March 31, 2004,
          (ii) if the Partnership elects to obtain a second Bridge Loan to
          finance the Second Closing, the Partnership has demonstrated to SLR's
          reasonable satisfaction that it has equity commitments (in addition to
          the equity commitments described in subsection (i) above) in an amount
          at least equal to the proceeds of such Bridge Loan, and the
          Partnership covenants in writing to SLR to apply such commitments to
          the repayment of such Bridge Loan no later than March 31, 2004, and
          (iii) proceeds of the Permanent Financing, the Third Party Equity, and
          Bridge Loan (if applicable) are sufficient to make the Second Sumitomo
          Payment;

               (d) The Trust and the Partnership are in compliance in all
          material respects with all applicable securities laws (or all
          applicable exemptions);

                                       34
<PAGE>

         (e)      MS1 has joined in, or has consented to and authorized the
applicable Current Owners to consummate, the sale of 499 Park Avenue and 1200
Nineteenth Street, or has assigned and transferred all of its interests in the
Current Owners of these Properties to SLR, at or prior to the First Closing
(this shall be a condition to the First Closing only and shall be a condition
only with respect to 1200 Nineteenth Street and 499 Park Avenue);

         (f)      The Trust: (i) qualifies as a REIT pursuant to the Maryland
REIT Law, and (ii) meets all requirements to qualify as a REIT under Section 856
of the Code (other than the requirements of Sections 856(a)(5), 856(a)(6) and
856(c)(l));

         (g)      Hines' and the Partnership's representations and warranties in
this Agreement remain true, correct and complete in all material respects;

         (h)      Neither Hines nor the Partnership is in material default under
its respective covenants, agreements and undertakings in this Agreement, and
HREH is not in material default under the HREH Guaranty;

         (i)      The Partnership shall be prepared to pay to Sumitomo the
Initial Sumitomo Payment or the Second Sumitomo Payment, as applicable;

         (j)      The First Closing shall have occurred (this shall be a
condition to the Second Closing only);

         (k)      Hines and the Partnership shall have executed and delivered
and/or shall have caused General Partner, the Trust, the Hines Limited Partner,
the applicable SPE Owners and their respective Affiliates to execute and
deliver, as applicable, all Closing Instruments required to be executed and
delivered by the above described Persons, at or prior to Closing;

         (1)      Any other conditions to SLR's obligations which are
specifically set forth elsewhere in this Agreement shall have been fulfilled;

         (m)      Hines (or an Affiliate) has purchased or the Trust has fully
redeemed, all Initial Sumitomo Shares at least 31 days prior to the Second
Closing Date (this shall be a condition to the Second Closing only);

         (n)      No Bankruptcy Event shall have occurred with respect to any of
Hines, HREH, any other direct or indirect parent company of Hines, any Affiliate
of Hines which is involved in the transactions described in this Agreement, the
General Partner, the Partnership, any SPE Owner, or the Trust;

         (o)      The applicable SPE Owner has executed and delivered the SLR
Lease Amendment (this shall be a condition to the Second Closing only); and

         (p)      Hines has entered into the amendment of Morgan Stanley's
agreement described in Section 4.5(d) (this shall be a condition to the First
Closing only).


                                       35
<PAGE>

ARTICLE 7.        CLOSING CONDITIONS OF HINES AND THE PARTNERSHIP.

         7.1      Closing Conditions of Hines and the Partnership. The
obligation of Hines, its Affiliates, the Partnership, the General Partner, the
SPE Owners and the Trust to perform and complete their respective obligations at
each Closing shall be subject to satisfaction of all of the following
conditions:

                  (a)      All conditions in 6.1 (other than (c), (d), (f),
         (g), (h), (k), (1), (m), (n), (0) and (p)) are satisfied;

                  (b)      Sumitomo has terminated (or has caused the applicable
         Current Owner to terminate) all management and Leasing Agent Agreements
         for the applicable Properties at or prior to Closing and has paid (or
         has caused the applicable Current Owner to pay) any and all leasing
         commissions or brokerage fees which SLR has agreed to pay pursuant to
         Section 16.9;

                  (c)      Sumitomo has terminated (or has caused the applicable
         Current Owner to terminate) all Service Contracts and Construction
         Agreements not expressly assumed by the SPE Owners pursuant to Section
         9.3 hereof (subject to the last sentence of Section 9.3) and has paid
         (or has caused the applicable Current Owner to pay) any and all fees,
         costs and charges due or payable in connection with such termination or
         under such contracts or agreements;

                  (d)      The Title Insurer has agreed to insure the applicable
         SPE Owner's title in fee simple (and, if applicable, its ground
         leasehold estate) to the applicable Properties on the current ALTA form
         title insurance policy in an amount equal to the Agreed Valuation
         for each applicable Property, excepting no Encumbrances other than the
         Permitted Encumbrances, without the requirement for the payment by
         the applicable SPE Owner (or the Partnership) of an additional premium
         (alternatively, this condition can be satisfied by another title
         insurer reasonably acceptable to the Partnership licensed to do
         business with the State of New York and Washington D.C. (as applicable)
         provided that the cost of coverage payable by the Partnership or SPE
         Owner does not exceed the cost agreed to by Hines and the Title
         Insurer);

                  (e)      SLR is not in material default under SLR's covenants,
         agreements and undertakings in this Agreement;

                  (f)      With respect to the Second Closing: (i) at the
         Partnership's election, the Bridge Loan obtained at the First Closing
         has been repaid in full (if applicable); (ii) at Hines' election, the
         interests of Hines (or its applicable Affiliate) have been redeemed so
         that the Hines Limited Partner holds Common Units representing the
         lesser of 1% of the total number of Common Units outstanding or $25
         million in value, as provided in the Partnership Agreement; and
         (iii) proceeds of the Permanent Financing, Third Party Equity and
         Bridge Loan (if the Partnership elects to obtain a Bridge Loan) are
         sufficient to make the Second Sumitomo Payment;

                  (g)      There shall be no Change in Lease Status which
         constitutes a Material Tenant Default or Bankruptcy Event under a Major
         Lease pursuant to Section 11.3 hereof


                                       36
<PAGE>

         (provided, however, that in such event SLR will be entitled to a
         reasonable adjournment of the applicable Closing (not to exceed 30
         days) in order to provide notice of such default to the applicable
         Tenant and the opportunity for the Tenant to cure);

                  (h)      SLR shall have executed and delivered (and caused
         SLRI and the Current Owners to execute and deliver, as applicable) all
         Closing Instruments required to be executed and delivered by SLR
         (and/or SLRI and/or the Current Owners, as applicable) at or prior to
         Closing;

                  (i)      Any other conditions to Hines' obligations which are
         specifically set forth elsewhere in this Agreement shall have been
         fulfilled;

                  (j)      The Properties which are the subject of the Closing
         are in compliance with all applicable zoning laws;

                  (k)      No Bankruptcy Event shall have occurred with respect
         to any of Sumitomo or any Current Owner;

                  (l)      No Event of Termination has occurred under Article 15
         (it being understood that if an Event of Termination occurs, Hines
         shall only be entitled to terminate this Agreement as provided in
         Article 15);

                  (m)      Sumitomo shall have obtained and delivered to the
         Partnership: (i) executed estoppel certificates from: (A) for the First
         Closing, the Tenants listed on Schedule "20" attached hereto (the
         "Estoppel Tenants") and (B) for the Second Closing, Tenants at 101
         East 52nd Street leasing space which aggregates at least eighty percent
         (80%) of the total leased space at such Property ("Tenant Estoppels")
         on the forms attached to or described in such Tenants' leases (or if no
         such form is attached or described, a form reasonably required by the
         Partnership), with no material changes thereto, and (ii) Subordination,
         Non-Disturbance and Attornment Agreements ("SNDAs"), from all Estoppel
         Tenants and such other tenants, and on such form (with no changes
         thereto not approved by the Partnership's lender), as may be required
         by the Partnership's lenders;

                  (n)      Each of Hines and SLR (in its respective sole
         discretion) shall have agreed to amendments to this Agreement
         reflecting a change in the structure of the transactions contemplated
         hereby pursuant to which none of Hines, its Affiliates or the investors
         which contribute Third Party Equity would be liable for payment of New
         York State or New York City transfer tax or Washington D.C. transfer or
         recordation tax upon the redemption, dilution or sale of the Interests
         of Hines and its Affiliates in connection with the admission of Third
         Party Investors to the Fund. The amendments contemplated by this
         Section 7.1(n) are designed to avoid the imposition of New York State,
         New York City, and Washington D.C. real property transfer and
         recordation taxes on the Partnership, Trust, Hines or its Affiliates as
         a result of obtaining Third Party Equity to redeem or purchase Shares
         and/or Units held by Hines or its Affiliates pursuant to Section 3.4
         hereof (this Section 7.1(n) shall be a condition to the First Closing
         only);


                                       37
<PAGE>

                  (o)      SLR's representations and warranties in this
         Agreement remain true, correct and complete in all material respects;
         and

                  (p)      Dreier & Baritz, LLP shall have delivered to Sumitomo
         (or the applicable Current Owner) the additional letter of credit
         required to be delivered as an additional Tenant Deposit under its
         Lease (this shall be a condition to Closing for 499 Park Avenue only).

ARTICLE 8.        FAILURE TO SATISFY CLOSING CONDITIONS.

         8.1      Waiver of Closing Condition by Hines and the Partnership.
Hines and the Partnership shall have the right to waive compliance by SLR and/or
any other party with any condition set forth in Section 7.1.

         8.2      Waiver of Closing Condition by SLR. SLR shall have the right
to waive compliance by Hines, the Partnership and/or any other party with any
condition set forth in Section 6.1.

         8.3      Procedure for Waiver. Any waiver under Sections 8.1 or 8.2
must be in writing and must refer specifically to the condition being waived.

         8.4      Cure of Certain Representations and Warranties.

                  If, between the date of this Agreement and the Closing Date,
any party becomes aware that any of its representations and warranties in this
Agreement are untrue, incorrect, or incomplete in any material respect, such
party shall give notice to the other party as promptly as practicable after such
party becomes aware of the same and the following shall apply:

                                    (1)      If the representation or warranty
                           was untrue, incorrect or incomplete as of the date of
                           this Agreement, or if it became so due to the act or
                           omission of the party making the representation or
                           warranty, then such party shall cure the same prior
                           to Closing (subject to Section 8.6), failing which
                           such party shall be in breach of this Agreement.

                                    (2)      Otherwise, the party making the
                           representation or warranty shall have the right,
                           alternatively, to (i) cure or correct such untruth,
                           incorrectness or incompleteness prior to five days
                           before the Closing Date; or (ii) refuse to cure. If
                           such party refuses or is unable to cure or correct
                           the same on or before that date, the other parties
                           shall have the option, by notice to the party making
                           the representation or warranty, either to terminate
                           this Agreement without further liability to any
                           party, or to proceed with the Closing notwithstanding
                           the particular problem, subject, however, to Section
                           11.3.


                                       38
<PAGE>

         8.5      Failure to Satisfy Closing Conditions.

                  (a)      In the event that a condition to the First Closing is
         not satisfied by the First Closing Date, and such unsatisfied Closing
         condition relates to all of the First Closing Properties, the parties
         shall have no liability to each other and, unless the unsatisfied
         Closing condition has been waived or Hines and SLR have extended the
         Closing Date to satisfy the condition, this Agreement shall terminate
         without further obligation or liability on the part of any party, other
         than those obligations or liabilities which expressly survive
         termination of this Agreement.

                  (b)      In the event that a condition to the First Closing is
         not satisfied by the First Closing Date and such unsatisfied Closing
         condition relates to less than all of the First Closing Properties, the
         parties shall have no liability to each other with respect to the
         Property or Properties which are the subject of such unsatisfied
         Closing condition (the "Affected Property") and, unless the unsatisfied
         Closing condition has been waived or Hines and SLR have extended the
         Closing Date to satisfy the condition, this Agreement shall terminate
         only as to the Affected Property without further obligation or
         liability on the part of any party (other than those obligations or
         liabilities relating to the Affected Property which expressly survive
         termination of this Agreement), but this Agreement shall remain in
         full force and effect with respect to the remaining First Closing
         Properties. In such event, the Initial Fund Equity shall be calculated
         as to only those Properties for which the Closing will occur. This
         Section 8.5(b) shall be subject to Section 3.2(b).

                  (c)      In the event that a condition to the Second Closing
         is not satisfied by the Second Closing Date, the parties shall have no
         liability to each other with respect to the Second Closing Property,
         and unless the unsatisfied Closing condition has been waived or Hines
         and SLR have extended the Closing Date to satisfy the condition, this
         Agreement shall terminate only as to the Second Closing Property
         without further obligation or liability on the part of any party, other
         than those obligations or liabilities relating to the Second Closing
         Property that expressly survive termination of this Agreement, but
         otherwise this Agreement shall remain in full force and effort.

         8.6      Maximum Cure Amount. Notwithstanding anything to the contrary
in this Agreement, (i) Sumitomo shall not be required to expend more than Two
Million Dollars ($2,000,000) (the "Maximum Cure Amount") in the aggregate with
respect to all Properties: (a) to discharge Violations under Article 18, (b) to
cure or correct a representation or warranty as described in Section 8.4, and
(c) to cure any Title Defects other than Mortgages, judgments against Sumitomo
and the Current Owners which constitute liens against the Properties, and liens
against the Properties for non-payment of Sumitomo's or the Current Owners'
Federal income tax and (ii) Hines and the Partnership shall not be required
to expend more than the Maximum Cure Amount, in the aggregate with respect to
all Properties, to cure or correct a representation or warranty as described in
Section 8.4. If the total cost of the items in clause (i) with respect to
Sumitomo, or in clause (ii) with respect to Hines and the Partnership, as
applicable, exceeds the Maximum Cure Amount, there shall be no obligation on the
part of such party to cure, and the other party shall have the option to proceed
with the Closing and to receive a credit against (or increase of) the Initial
Sumitomo Payment or the Second Sumitomo Payment, as applicable, in


                                       39
<PAGE>

an amount equal to the Maximum Cure Amount, or to terminate this Agreement as to
the affected Property only without further liability to any party hereunder
subject to Article 13.

         8.7      Limitation on Right to Claim Failure of Condition.
Notwithstanding anything to the contrary contained herein, no party shall be
entitled to claim or rely upon a failure of a condition to such party's
obligation to close hereunder, if such failure results from or is based upon a
breach or default by such party under this Agreement.

ARTICLE 9.        PROPERTY MANAGEMENT AND LEASING.

         9.1      Termination of Existing Agreements. At Closing, SLR will cause
the Current Owners to terminate all existing property management and Leasing
Agent Agreements relating to the Properties to be conveyed at such Closing. SLR
shall direct the property manager (consistent with the obligations of the
property manager under its agreements with the Current Owners) to cooperate with
Hines prior to and after Closing to facilitate the orderly and prompt transition
of the management of the property to Hines. At Closing, SLR will deliver to the
Partnership fully executed termination agreements or other reasonably
satisfactory evidence that all terminations required by this Section 9.1 have
occurred.

         9.2      Hines as New Property Manager and Leasing Agent. From and
after the First Closing, Hines (or an Affiliate) will act as the property
manager and leasing agent for the First Closing Properties (and from and after
the Second Closing, Hines (or an Affiliate) will act as the property manager and
leasing agent for the Second Closing Property) in accordance with the terms of
the Property Management and Leasing Agreement attached hereto as Exhibit "D"
(the "Management and Leasing Agreement"). Hines (or an Affiliate), the
Partnership, and the SPE Owners will execute and deliver the Management and
Leasing Agreement at Closing.

         9.3      Termination of Certain Service Contracts and Construction
Agreements. At Closing, SLR will cause the Current Owners to terminate, at their
sole cost and expense, all Service Contracts and Construction Agreements which
the Partnership does not expressly elect to have the SPE Owners assume in a
written notice delivered to SLR on or before forty-five (45) days prior to the
applicable Closing Date, except those Service Contracts specifically identified
on Schedule "15" as not being terminable by the Closing Date, which
non-terminable Service Contracts shall be assumed by the SPE Owners at Closing.
At the applicable Closing, SLR or the Current Owners will deliver evidence
showing that all such terminations have occurred. Notwithstanding the
foregoing, SLR may elect not to terminate the Wilkes Artis agreement relating to
1200 Nineteenth Street, but if SLR does not terminate this agreement and the
Partnership does not elect to assume this agreement at Closing, SLR shall be
responsible for all obligations thereunder after the Closing Date.

ARTICLE 10.       ADVISORY AGREEMENT.

                  At the First Closing, Sumitomo, Hines (and/or their respective
Affiliates) and the Partnership will execute and deliver the Advisory Agreement
attached hereto as Exhibit "E" (the "Advisory Agreement").


                                       40
<PAGE>

ARTICLE 11.       REPRESENTATIONS AND WARRANTIES OF SLR.

         11.1     Properties "As Is". Subject to the specific representations
and warranties of SLR set forth in Section 11.2, Sumitomo agrees to convey, and
Hines and the Partnership and the applicable SPE Owners agree to accept, the
Properties in "as is" condition on the date of this Agreement (reasonable wear
and tear to the Properties excepted, subject to Article 15). Each of Hines and
the Partnership acknowledge that it has had the opportunity to inspect all of
the Properties and to review the records and other documentation of Sumitomo and
the Current Owners relating to the Properties (and will have similar rights
under Section 17.3 between the date hereof and the applicable Closing Dates) and
that except with respect to the specific representations and warranties of SLR
set forth in this Agreement, (i) Hines and the Partnership are relying upon
their own independent investigations and analyses of the Properties and other
matters referred to in this Agreement, and (ii) Hines and the Partnership are
not relying upon information provided to Hines or the Partnership by Sumitomo,
its Affiliates, property managers or other agents in deciding to enter into this
Agreement.

         11.2     Representations and Warranties. SLR makes the representations
and warranties set forth below to Hines and the Partnership as of the date
hereof and as of the Closing Date:

                  (a)      SLR is a corporation duly organized, validly existing
         and in good standing under the laws of the State of New York, and
         qualified to conduct business under the laws of the District of
         Columbia. The execution and delivery by SLR of this Agreement and the
         Closing Instruments, the performance by SLR of its obligations
         hereunder and thereunder and the consummation by SLR of the
         transactions contemplated thereby, have been duly authorized by all
         necessary action of SLR and duly approved by the board of directors
         of SLR. The execution and delivery of this Agreement and the Closing
         Instruments by SLR, the performance by SLR of its obligations hereunder
         and thereunder, and the consummation of the transactions contemplated
         hereby, will not (i) violate any provision of SLR's certificate of
         incorporation or by-laws; (ii) violate any material agreement to which
         SLR is a party; or (iii) violate any law, judgment, order, injunction,
         award or decree of any Government Entity against or binding upon SLR or
         the property or business of SLR. The ownership of SLR, and its current
         officers and directors, are set forth on Schedule "11" hereto;

                  (b)      SLRI is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.
         The execution and delivery of this Agreement and the Closing
         Instruments by SLRI, the performance by SLRI of its obligations
         hereunder and thereunder and the consummation of the transactions
         contemplated hereby by SLRI have been duly authorized by all necessary
         action of SLRI and duly approved by its board of directors. The
         execution and delivery of the joinder to this Agreement and the Closing
         Instruments by SLRI, the performance by SLRI of its obligations
         hereunder and thereunder and the consummation of the transactions
         contemplated hereby, will not (i) violate any provision of SLRI's
         certificate of incorporation or by-laws, (ii) violate any material
         agreement to which SLRI is a party; or (iii) violate any law, judgment,
         order, injunction, award or decree of any Government Entity against or
         binding upon SLRI or the property or business of SLRI. The ownership
         of SLRI, and its current officers and directors, are set forth on
         Schedule "11" hereto;


                                       41
<PAGE>

                  (c)      Each of Park Land Associates Limited Liability
         Company, Park Building Associates Limited Liability Company and 425
         Lexington Limited Liability Company is a limited liability company duly
         organized, validly existing and in good standing under the laws of the
         State of New York, and 19th and M Street Associates Limited Liability
         Company is a limited liability company duly organized and validly
         existing under the laws of the District of Columbia. The execution and
         delivery of the applicable Closing Instruments by each of Park Land
         Associates Limited Liability Company, Park Building Associates Limited
         Liability Company, 425 Lexington Limited Liability Company, and 19th
         and M Street Associates Limited Liability Company, the performance by
         each entity of its respective obligations hereunder and thereunder and
         the consummation of the applicable transactions contemplated hereby by
         Park Land Associates Limited Liability Company, Park Building
         Associates Limited Liability Company, 425 Lexington Limited Liability
         Company, and 19th and M Street Associates Limited Liability Company,
         have been duly authorized, as applicable, by all members of 425
         Lexington Limited Liability Company, and by all members (other than
         MSI) of Park Land Associates Limited Liability Company, Park Building
         Associates Limited Liability Company and 19th and M Street Associates
         Limited Liability Company. The execution and delivery of the
         applicable Closing Instruments by Park Land Associates Limited
         Liability Company, Park Building Associates Limited Liability Company,
         425 Lexington Limited Liability Company, and 19th and M Street
         Associates Limited Liability Company, the performance by each entity of
         its respective obligations hereunder and thereunder and the
         consummation of the applicable transactions contemplated hereby, will
         not (provided MSI's consent to the transactions involving 499 Park
         Avenue and 1200 Nineteenth Street is obtained or MSI sells its
         interests in Park Land Associates Limited Liability Company, Park
         Building Associates Limited Liability Company and 19th and M Street
         Associates Limited Liability Company to Sumitomo prior to Closing): (i)
         violate any provision of the certificate of formation, certificate of
         conversion or articles of organization, as applicable, or operating
         agreement of Park Land Associates Limited Liability Company, Park
         Building Associates Limited Liability Company, 425 Lexington Limited
         Liability Company, or 19th and M Street Associates Limited Liability
         Company; (ii) violate any material agreement to which any of Park Land
         Associates Limited Liability Company, Park Building Associates Limited
         Liability Company, 425 Lexington Limited Liability Company, or 19th and
         M Street Associates Limited Liability Company is a party; or (iii)
         violate any law, judgment, order, injunction, award or decree of any
         Government Entity against or binding upon any of Park Land Associates
         Limited Liability Company, Park Building Associates Limited Liability
         Company, 425 Lexington Limited Liability Company, or 19th and M Street
         Associates Limited Liability Company or the property or business of
         Park Land Associates Limited Liability Company, Park Building
         Associates Limited Liability Company, 425 Lexington Limited Liability
         Company, or 19th and M Street Associates Limited Liability Company.
         The ownership of each Park Land Associates Limited Liability Company,
         Park Building Associates Limited Liability Company, 425 Lexington
         Limited Liability Company, and 19th and M Street Associates Limited
         Liability Company is set forth on Schedule "2" hereto;

                  (d)      600 Lexington Avenue Associates is a general
         partnership validly existing under the laws of the State of New York.
         The execution and delivery of the applicable Closing Instruments by 600
         Lexington Avenue Associates, the performance by such


                                       42
<PAGE>

         entity of its obligations hereunder and thereunder and the consummation
         of the applicable transactions contemplated hereby regarding 600
         Lexington Avenue Associates, have been duly authorized by the partners
         of 600 Lexington Avenue Associates. The execution and delivery of the
         applicable Closing Instruments by 600 Lexington Avenue Associates, the
         performance by such entity of its obligations hereunder and thereunder
         and the consummation of the applicable transactions contemplated
         hereby, will not: (i) violate any provision of the partnership
         agreement of 600 Lexington Avenue Associates; (ii) violate any material
         agreement to which 600 Lexington Avenue Associates is a party; or (iii)
         violate any law, judgment, order, injunction, award or decree of any
         Government Entity against or binding upon 600 Lexington Avenue
         Associates or the property or business of 600 Lexington Avenue
         Associates. The ownership of 600 Lexington Avenue Associates is set
         forth on Schedule "2" hereto;

                  (e)      This Agreement, and the Closing Instruments to be
         executed by SLR, SLRI and/or the Current Owners, constitute the legal,
         valid and binding obligations of SLR, SLRI and/or the Current Owners
         (as applicable), enforceable against SLR, SLRI and/or the Current
         Owners (as applicable) in accordance with their respective terms;

                  (f)      The Properties are owned by the Persons described on
         Schedule "2" subject to the Permitted Encumbrances. The Current Owners
         have not granted any options to purchase any of the Properties, rights
         of refusal to acquire any of the Properties, rights of first offer to
         acquire any of the Properties or similar rights to acquire any of the
         Properties which remain in effect as of the date hereof;

                  (g)      (I)      Schedule "13" contains a list of all Leases
                  currently in effect with respect to the Properties, and true,
                  correct and complete copies of all such Leases have been
                  delivered to Hines, except as provided in Schedule "13";

                  (II)     (A) All of the Leases are in full force and effect;
                  (B) to Sumitomo's knowledge, no Tenant has any right of offset
                  or defense against the payment of rent, additional rent,
                  Tenant Expense Recoveries or any other payments due under its
                  Lease (collectively "Rent"), (C) except as set forth in
                  Schedule "13", no Tenant occupies any portion of a Property
                  except under a written Lease; (D) except as set forth in
                  Schedule "13", to Sumitomo's knowledge, no Tenant has paid
                  Rent more than one month in advance (this representation shall
                  be deemed made initially as of March 25, 2003 and again as of
                  the Closing Date); (E) except as set forth in Schedule "13",
                  no Tenant has received notice of default under its Lease which
                  has not been cured within applicable grace periods, and to
                  Sumitomo's knowledge no Tenant is in default under the terms
                  of its Lease; (F) all Tenant Deposits (whether in the form of
                  cash or letters of credit) currently held by the Current
                  Owners are described in Schedule "13"; (G) except as set forth
                  on Schedule "18", no leasing commissions or brokerage fees are
                  due or shall become due and payable (including, without
                  limitation, on any renewal, extension or expansion of any
                  Lease) after the date hereof in connection with any Lease in
                  effect as of the date hereof, and except as set forth on
                  Schedule "18" there are no Leasing Agent Agreements or
                  Brokerage Commission Agreements affecting the Properties; (H)
                  to Sumitomo's knowledge, no Bankruptcy Event has occurred with
                  respect to any


                                       43
<PAGE>

                  Tenant; and (I) the rent rolls for the Properties attached as
                  Schedule "19" hereto are true, accurate and complete in all
                  material respects (this representation shall be deemed made
                  initially as of March 25, 2003 and again as of the Closing
                  Date);

                           (III)    To Sumitomo's knowledge, the Current Owners
                  are not in default under any Lease, and the Current Owners
                  have received no notice from any Tenant claiming a default
                  under its Lease, or making a claim not set forth in its Lease
                  for a decrease in Rent, or an increase in services, or
                  claiming any defense or set off with respect to its Lease
                  obligations, any rent concession or abatement not set forth in
                  its Lease, or any right not set forth in its Lease to have the
                  Current Owner perform (or pay for) work in its premises, and,
                  except for the tenant improvement and other allowances
                  described in Schedule "22", all tenant improvement and other
                  allowances have been fully paid and disbursed;

                  (h)      Schedule "13" contains true, correct and complete
         rent and expense statements for each Property for the years 2000
         through 2002 and the first two months of 2003;

                  (i)      Except as disclosed on Schedule "14", Sumitomo has
         received no written notice that any Property is not presently in
         compliance with any laws relating to the use and operation of the
         Property. To Sumitomo's knowledge, all material Development Approvals
         relating to the Properties are current, valid and in full force and
         effect;

                  (j)      Except as described on Schedule "14", Sumitomo has no
         knowledge of any Hazardous Substances on, under or migrating to or from
         the Properties, other than (I) as set forth in the environmental
         reports listed on Schedule "17", true, correct and complete copies of
         which have been delivered to Hines and (II) minor quantities of
         Hazardous Substances which are used in the ordinary course of office
         operations or the maintenance and repair of an office building. Neither
         Sumitomo nor any Current Owner has received notice from any Government
         Entity or other Person regarding the actual or suspected presence of
         Hazardous Substances at, on or under any Property or the violation of
         any laws relating to Hazardous Substances with respect to any Property;

                  (k)      Schedule "15" contains a list of all Service
         Contracts and Construction Agreements currently in effect with respect
         to the Properties, and except as otherwise provided in Schedule "15",
         true, correct and complete copies of all such Service Contracts and
         Construction Agreements have been delivered to Hines. To Sumitomo's
         knowledge, the Current Owners are not in default under any such Service
         Contract or Construction Agreement, the Current Owners have received no
         notice from any other party to any such Service Contract or
         Construction Agreement claiming a default by a Current Owner
         thereunder, and to Sumitomo's knowledge, no service provider or other
         third party is currently in default under any such Service Contract or
         Construction Agreement. There will be no Construction Agreements or
         Service Contracts in effect (or executory) on or as of the Closing Date
         other than those Construction Agreements and Service Contracts which
         the Partnership has expressly elected or is required to assume in
         accordance with Section 9.3 above;


                                       44
<PAGE>

                  (1)      There are no approvals, authorizations, consents or
         other actions by or filings with any Person which are required to be
         obtained or completed by Sumitomo or the Current Owners (other than the
         actions to be taken by MSI as described in Section 3.2 above) in
         connection with the execution and delivery of this Agreement or any of
         the Closing Instruments or in connection with any other action required
         to be taken by Sumitomo or the Current Owners hereunder at or before
         the Closing;

                  (m)      Except as set forth in Schedule "14", there are no
         outstanding judgments, orders, writs, injunctions or decrees of any
         Government Entity, and no Legal Proceedings pending (or to Sumitomo's
         knowledge threatened in writing), against: (i) any Property; (ii)
         Sumitomo or any Current Owner in connection with any Property; and/or
         (iii) Sumitomo or any Current Owner other than in connection with any
         Property (to the extent that the same would have a material adverse
         effect on Sumitomo's or any Current Owner's performance of its
         obligations under this Agreement or the Closing Instruments);

                  (n)      Sumitomo and the Current Owners have received no
         written notice of any taking, or proposed taking, of any Property in
         Condemnation, and Sumitomo and the Current Owners have had no
         discussions with any Government Entity concerning any proposed
         Condemnation;

                  (o)      Sumitomo and the Current Owners are not foreign
         persons within the meaning of Section 1445(b)(2) of the Code;

                  (p)      Schedule "14" describes any Legal Proceedings pending
         by any Current Owner (or any Government Entity) for the reduction (or
         increase) of real property assessments or taxes on any Property as of
         the date hereof;

                  (q)      The Current Owners have no Employees engaged in the
         operation, management, or repair of the Properties;

                  (r)      There are no currently pending applications submitted
         to any Government Entity for changes to the current zoning status of
         any Property;

                  (s)      As of the date hereof, no Bankruptcy Event has
         occurred with respect to any of Sumitomo or any Current Owner; and

                  (t)      No Current Owner has received any written notice from
         any insurance company or board of fire underwriters of any defects or
         inadequacies in or on the Properties or any part or component thereof
         that would adversely affect the insurability of the Properties or cause
         any increase in the premiums for insurance for the Properties.

         11.3     Changes in Representations Regarding Leases. In the event that
any representation or warranty of SLR in Section 11.2(g) was true, correct and
complete when made (or deemed to be made) but is inaccurate or incomplete as of
the applicable Closing Date (other than as a result of the actions or failure to
act of Sumitomo or any of the Current Owners) (a "Change in Lease Status"),
then such inaccuracy or incompleteness shall not be deemed to constitute a
breach of representation or warranty by SLR hereunder. In the event that a
Change in Lease Status constitutes a Material Tenant Default or a Bankruptcy
Event under a Major


                                       45
<PAGE>

Lease, then such Change in Lease Status shall constitute the failure of a
Closing condition and Hines shall have the applicable rights set forth in
Section 8.5 hereof. In the event there is a Change in Lease Status which does
not constitute a Material Tenant Default or a Bankruptcy Event under a Major
Lease, then such inaccuracy or incompleteness shall not be deemed to constitute
a breach of SLR's representations or warranties or the failure of a Closing
condition, and this Agreement shall remain in full force and effect without
adjustment to the Initial Sumitomo Payment, the Second Sumitomo Payment or any
other consideration to be delivered to SLR at any Closing.

         11.4     Lease Documents and Service Contracts Not Yet Delivered.
Certain Lease documents and Service Contracts have not yet been delivered to
Hines for review, as indicated on Schedules "13" and "15". SLR shall use
commercially reasonable efforts to deliver copies of such documents to Hines
promptly after the date hereof (and SLR shall notify Hines if it determines that
such Lease documents and Service Contracts (or any of them) are not available
and therefore cannot be delivered). If (a) SLR is unable to deliver any of such
documents to Hines and/or (b) SLR delivers such documents to Hines and Hines
reasonably determines that the contents of such documents materially impact the
Agreed Valuation of any Property, then in either case, at Hines' option and as
Hines' sole remedy, Hines may notify SLR within 10 days after (i) receipt of
notice from SLR that any Lease documents and/or Service Contracts cannot be
delivered or (ii) actual delivery of any such Lease documents and/or Service
Contracts to Hines (as applicable), that Hines elects to terminate this
Agreement as to the Property or Properties as to which such Lease documents
and/or Service Contracts relate, and in such event the Agreement will terminate
as to the Affected Property or Affected Properties under Section 8.5 without
liability to SLR. Notwithstanding the preceding sentence, if the Service
Contract in question can be terminated at or prior to Closing, Hines shall not
have the right to terminate this Agreement under this Section 11.4 but may elect
not to assume such Service Contract at Closing (in which event SLR shall
terminate such Service Contract at or prior to Closing). If Hines fails to so
notify SLR within such 10 day period after delivery of the last such Lease
document or Service Contract (or notice that such Lease document or Service
Contract cannot be delivered), time being of the essence, then Hines shall be
deemed to have waived its right to terminate pursuant to this Section 11.4, this
Agreement shall remain in full force and effect, and there shall be no
adjustment to the Initial Sumitomo Payment, the Second Sumitomo Payment or any
other consideration due to Sumitomo hereunder.

ARTICLE 12.       REPRESENTATIONS AND WARRANTIES OF HINES AND THE PARTNERSHIP.

         12.1     Representations and Warranties. Hines and the Partnership make
the representations and warranties set forth below to Sumitomo as of the date
hereof and as of the Closing Date:

                  (a)      Hines is a limited partnership duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware. The execution and delivery by Hines of this Agreement and the
         Closing Instruments, the performance by Hines of obligations hereunder
         and thereunder, and the consummation by Hines of the transactions
         contemplated thereby, have been duly authorized by all necessary action
         of Hines and duly approved by the partners of Hines. The executing and
         delivery of this Agreement and the Closing Instruments by Hines, the
         performance by Hines of its obligations


                                       46
<PAGE>

         hereunder and thereunder, and the consummation of the transactions
         contemplated thereby, will not: (i) violate any provision of Hines'
         certificate of limited partnership or partnership agreement; (ii)
         violate any material agreement to which Hines is a party; or (iii)
         violate any law, judgment, order, injunction, award or decree of any
         Government Entity against or binding upon Hines or upon the property or
         business of Hines. The partners of, and for the purpose of the
         definition of "knowledge" the relevant officers of, Hines are set
         forth on Schedule "12";

                  (b)      General Partner is a limited liability company duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware. The execution and delivery of the Closing
         Instruments by General Partner, the performance by General Partner of
         its obligations hereunder and thereunder, and the consummation of the
         transactions contemplated hereby by General Partner have been duly
         authorized by all necessary action of General Partner and duly approved
         by the members of General Partner. The execution and delivery of the
         Closing Instruments by General Partner, the performance by General
         Partner of its obligations hereunder and thereunder, and the
         consummation of the transactions contemplated hereby, will not: (i)
         violate General Partner's certificate of formation or operating
         agreement; or (ii) violate any material agreement to which General
         Partner is a party; or (iii) violate any law, judgment, order,
         injunction, award or decree of any Government Entity against or binding
         upon General Partner or the property or business of General Partner.
         The ownership of, and members, managers and officers of, General
         Partner are set forth on Schedule "12";

                  (c)      HREH is a limited partnership duly organized and
         validly existing under the laws of the State of Texas. The execution
         and delivery by HREH of the HREH Guaranty, the performance by HREH of
         its obligations thereunder, and the consummation by HREH of the
         transactions contemplated thereby, have been (or by closing will be)
         duly authorized by all necessary action of HREH and duly approved by
         the partners of HREH. The execution and delivery of the HREH Guaranty
         by HREH, the performance by HREH of its obligations thereunder, and the
         consummation of the transactions contemplated thereby, will not: (i)
         violate any provision of HREH's certificate of limited partnership or
         partnership agreement; (ii) violate any material agreement to which
         HREH is a party; or (iii) violate any law, judgment, order, injunction,
         award or decree of any Government Entity against or binding upon HREH
         or upon the property or business of HREH. The partners of HREH are set
         forth on Schedule "12";

                  (d)      The Partnership is a limited partnership duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware and the Trust is an existing real estate investment
         trust duly organized, validly existing and in good standing under the
         laws of the State of Maryland. The execution and delivery of the
         applicable Closing Instruments by the Partnership, the Trust and the
         SPE Owners, the performance of their respective obligations thereunder,
         and the consummation of the applicable transactions contemplated hereby
         by the Partnership, the Trust and the SPE Owners, have been or will be
         duly authorized by all necessary action of the Partnership, the Trust
         and the SPE Owners and duly approved by the partners of the
         Partnership, Trust shareholders and members of the SPE Owners. The
         execution and delivery of the applicable Closing Instruments by the
         Partnership, the Trust and the SPE Owners, the performance of their


                                       47
<PAGE>

         respective obligations thereunder, and the consummation of the
         transactions contemplated hereby, will not: (i) violate the
         organizational documents of the Partnership, the Trust or the SPE
         Owners; (ii) violate any material agreement to which the Partnership,
         the Trust or any SPE Owner is a party; or (iii) violate any law,
         judgment, order, injunction, award or decree of any Government Entity
         against or binding upon the Partnership, the Trust or any SPE Owner or
         the property or business of the Partnership, the Trust or any SPE
         Owner;

                  (e)      This Agreement, and the Closing Instruments to be
         executed by Hines, its Affiliates, General Partner, HREH, the
         Partnership, the Trust and/or the SPE Owners constitute (or will
         constitute) the legal, valid and binding obligations of Hines, its
         Affiliates, General Partner, HREH, the Partnership, the Trust and/or
         the SPE Owners (as applicable), enforceable against Hines, General
         Partner, HREH, the Partnership, the Trust and/or the SPE Owners (as
         applicable) in accordance with their respective terms;

                  (f)      There are no approvals, authorizations, consents or
         other actions by or filings with any Person which are required to be
         obtained or completed by Hines or the Partnership in connection with
         the execution and delivery of this Agreement or the performance of
         their respective duties and obligations hereunder before the Closing,
         except such approvals, authorizations, consents or other actions or
         filings as have been obtained or completed. There are no approvals,
         authorizations, consents or other actions by or filings with any Person
         which are required to be obtained or completed (except such approvals,
         authorizations, consents or other actions or filings as have been or by
         Closing will be obtained or completed) by Hines, the Partnership, the
         Trust, any Hines Affiliate (including HREH) and/or the SPE Owners in
         connection with the execution and delivery of any of the Closing
         Instruments or in connection with any other action required to be taken
         or performed at Closing by Hines, the Partnership, the Trust, any Hines
         Affiliate (including HREH) and/or the SPE Owners. It is understood and
         agreed that the failure or inability of any Person referred to in this
         subsection (f) to obtain or complete any approvals, authorizations,
         consents, other actions or filings described in this subsection by the
         applicable Closing Date shall be deemed a breach of representation and
         warranty by Hines and the Partnership (and not the failure of a Closing
         condition);

                  (g)      There are no outstanding judgments, orders, writs,
         injunctions or decrees of any Government Entity, and no Legal
         Proceedings pending (or to Hines' knowledge threatened in writing),
         against Hines, General Partner, HREH, the Trust, the Partnership or the
         SPE Owners which, if determined in a manner adverse to Hines, General
         Partner, HREH, the Trust, the Partnership and the SPE Owners, would
         have a material adverse effect on the performance of the respective
         obligations of any of the above described Persons under this Agreement
         or the Closing Instruments;

                  (h)      Hines, General Partner and their respective
         Affiliates have complied in all material respects with all applicable
         U.S. federal and state, and international, securities laws applicable
         to the marketing of the Fund and have received no notice from any
         Government Entity alleging any non-compliance with securities laws; and


                                       48
<PAGE>

                  (i)      As of the date hereof, no Bankruptcy Event has
         occurred with respect to any of Hines, General Partner, HREH, any other
         direct or indirect parent company of Hines, any Affiliate of Hines
         which is involved in the transactions described in this Agreement, the
         Partnership, any SPE Owner, or the Trust.

ARTICLE 13.       DEFAULTS; REMEDIES; SURVIVAL OF REPRESENTATIONS AND
                  WARRANTIES; INDEMNITIES.

         13.l     Pre-Closing Defaults.

                  (a)      If either Hines or the Partnership, on the one hand,
         or Sumitomo, on the other hand (in either case, the "Defaulting Party")
         is in material breach of its obligations, covenants or agreements set
         forth herein whether relating to one or more Properties, and if the
         other party or parties (collectively, the "Non-Defaulting Party") is
         not in breach of its obligations, covenants or agreements in this
         Agreement and there is no condition to the Defaulting Party's
         obligation to close which cannot be satisfied by the Closing Date if
         the parties perform their obligations under this Agreement, and such
         Defaulting Party fails to cure such breach within ten Business Days
         after receipt of notice thereof (or such longer period as may be
         required to cure such breach, provided that the Defaulting Party has
         promptly commenced and diligently prosecutes such cure to completion,
         but in no event in excess of 30 days, it being understood that such
         party shall be entitled to adjourn the Closing to complete such cure),
         the Non-Defaulting Party shall be entitled, as its sole and exclusive
         remedy (subject to Sections 13.1(b) and (c) below), to terminate this
         Agreement in its entirety (prior to the First Closing) or as to the
         Second Closing Property (after the First Closing) and receive and
         recover from the Defaulting Party the Transaction Cost Reimbursement.
         As used herein, the term "material breach" shall mean any breach or
         default which, when taken together with all such other breaches or
         defaults by the Defaulting Party, has the effect of directly causing
         the Non-Defaulting Party to incur costs and/or suffer losses or
         damages in the amount of $250,000 or more in the aggregate. As used
         herein, the term "Transaction Cost Reimbursement" shall mean the amount
         of any and all of the transaction costs described in Section 14.2
         hereof incurred by the Non-Defaulting Party and/or its Affiliates in
         connection with the transactions contemplated by this Agreement and/or
         the Closing Instruments, up to an aggregate sum of $2,000,000. For
         purposes of clarification, with respect to a default which occurs after
         the First Closing, such transaction costs shall include only those
         costs relating to the Second Closing.

                  (b)      Notwithstanding subsection (a) above or any other
         provision of this Agreement, if on the Closing Date a representation or
         warranty is untrue, incorrect or incomplete but is susceptible to
         cure, the Defaulting Party (the party which made such representation or
         warranty) shall be required to cure such breach, subject to Section 8.4
         and 8.6 hereof, and such party shall be entitled to adjourn the Closing
         for up to 30 days to complete such cure. If such breach is not
         susceptible to cure or if the cost to cure would cause the Maximum Cure
         Amount to be exceeded, and if such party elects not to cure the breach,
         the Defaulting Party shall not be required to cure such breach and the
         Non-Defaulting Party shall be entitled, as its sole and exclusive
         remedy, to terminate this Agreement in its entirety (prior to the
         First Closing) or as to the Second Closing Property


                                       49
<PAGE>
(after the First Closing) and receive and recover from the Defaulting Party the
Transaction Cost Reimbursement. If the Defaulting Party elects to cure the
breach and spends an amount at least equal to the Maximum Cure Amount to attempt
to cure such breach (and to cure other items covered by Section 8.6), but does
not succeed in curing such breach, then in such event the Defaulting Party shall
not be required to pay the Transaction Cost Reimbursement to the Non-Defaulting
Party. Notwithstanding the preceding sentence, if the Defaulting Party
reasonably determines that if it were to cure such breach and other items which
the Defaulting Party is required to cure hereunder, the Maximum Cure Amount
would be exceeded, then the Defaulting Party shall so notify the Non-Defaulting
Party and the Non-Defaulting Party may elect, upon notice to the Defaulting
Party given not more than 5 days after receipt of the Defaulting Party's notice,
to terminate this Agreement and obtain the Transaction Cost Reimbursement in
lieu of curing such items, in which event the Defaulting Party shall not be
required to cure such items.

         (c)(i) Notwithstanding the provisions of subsection (a) above, if
neither the Partnership nor Hines is in breach of its obligations, covenants or
agreements in this Agreement and there is no Closing condition to SLR`s
obligation to close which cannot be satisfied by the Closing Date if the parties
perform their obligations under this Agreement, and SLR willfully breaches a
covenant in Section 17.1 hereof or otherwise willfully refuses to consummate
this Agreement and convey title to the applicable Properties at the First
Closing (or willfully causes the Current Owners to so refuse), the Partnership
may elect by notice to SLR within ten Business Days after it receives notice of
(or otherwise becomes aware of the occurrence of) such willful breach or willful
failure to close, as its sole and exclusive remedy and in lieu of the right to
receive the Transaction Cost Reimbursement (subject to Section 13.l(c)(iii)), to
purchase 425 Lexington Avenue from the applicable Current Owner for cash in an
amount equal to the Agreed Valuation of 425 Lexington Avenue. If the Partnership
fails to deliver notice of its election to purchase 425 Lexington Avenue within
such, ten Business Day period, the Partnership will be deemed to have elected to
receive the Transaction Cost Reimbursement.

            (ii) In the event the Partnership exercises such election, it shall
deliver to SLR's attorneys simultaneously with the delivery of its election
notice, a cash earnest money deposit in an amount equal to one percent (1%) of
such Agreed Valuation of 425 Lexington Avenue (the "Earnest Money") to be held
in escrow in an interest-bearing account pursuant to an escrow agreement
acceptable to SLR's attorneys containing customary escrow provisions for a
deposit under a contract of sale for real property and the applicable Current
Owner and the Partnership shall close the sale of such Property on a date
mutually agreed to by the parties but not later than the later of (i) June
30, 2003, and (ii) 60 days after notice of such election is given, time being of
the essence. At the closing, of the conveyance of 425 Lexington Avenue under
this subsection (c):(I) Sumitomo shall not receive Shares; (II) Sumitomo shall
receive cash in the amount of the Agreed Valuation of 425 Lexington Avenue
subject to adjustment under Section 3.1(d) hereof and the adjustments in Article
16 hereof (to the extent applicable to this Property); (III) the closing
conditions shall be those conditions set forth in Sections 6.1 and 7.1 which
apply to a conveyance of this Property for cash and without regard to the


                                       50
<PAGE>


formation of the Fund; (IV) the satisfaction of Hines' and the Partnership's
obligations relating to the formation of the Fund will not be conditions to such
closing, the Advisory Agreement shal1 not be executed and delivered and Sumitomo
shall have no rights to participate in the management of marketing of the Fund
and there shall be no further obligation with respect to any other projects then
contemplated by Hines and SLR (but all indemnities and releases relating to the
Fund and the offer and sale of Interests in Section 4.6 shall remain in full
force and effect and shall survive the closing); (V) SLR shall have no right to
approve the terms of any financing obtained by the Partnership (but obtaining
financing on terms satisfactory to the Partnership in its reasonable discretion
shall be a condition to the Partnership's obligation to close); (VI) the
Partnership shall have no right to purchase the Second Closing Property or any
other Property and at closing this Agreement shall terminate as to all other
Properties; (VII) the representations and warranties of SLR and its covenants
relating to the Properties shall be deemed to relate only to 425 Lexington
Avenue; (VIII) the maximum post-closing liability of any party under Section
13.2 shall be $8,000,000; (IX) the parties shall execute and deliver (or cause
to be executed and delivered) the documents contemplated by Article 5 only with
respect to such Property; and (X) SLR shall cause the applicable Current Owner
to pay all real property transfer taxes relating to the conveyance of this
Property in accordance with Section 14.1 hereof.

         (iii) As its sole remedies for a willful failure of SLR to convey 425
Lexington Avenue under this Section 13.1(c) the Partnership may bring an action
for specific performance to enforce the obligations of SLR and the applicable
Current Owner to convey 425 Lexington Avenue to the Partnership, or in lieu
thereof the Partnership shall be entitled to obtain the Transaction Cost
Reimbursement from SLR.

         (iv) In the event that after exercising its election under this Section
13.1(c), there is a material breach by the Partnership or Hines or willful
failure of the Partnership to consummate this Agreement (as amended as provided
in this Section 13.1 (c)) and accept title to 425 Lexington Avenue, then SLR may
exercise the remedies described in Section 13.1(a) or in lieu thereof, SLR shall
have the right to retain the Earnest Money as liquidated damages (it being
agreed that actual damages would be difficult if not impossible to quantify),
this Agreement shall terminate and be of no further force or effect and no party
shall have any further rights or obligations hereunder (other than those rights
and obligations which expressly survive the termination of this Agreement).

         (d) For the avoidance of doubt: (i) in no event shall a Defaulting
Party be required in any event to pay an aggregate sum in excess of $2,000,000
under this Agreement in the event of a material breach (whether to cure such
breach, to pay the Transaction Cost Reimbursement of any and all Non-Defaulting
Parties, or to pay Fees-and-Costs in connection with a Legal Proceeding under
Section 13.1 (c)(iii) hereof) which occurs or is discovered prior to Closing, as
applicable to all four Properties in the aggregate (except for the right to,
retain the Earnest Money described in Section 13.l(c)(iv) above); (ii) the
remedies of Hines and the Partnership hereunder shall be exercised jointly by
both of them and Hines and the Partnership shall be jointly and severally liable
for the obligations of either of them under this Section 23.1; and (iii) the


                                       51
<PAGE>


remedies in this Section 13.1 shall be the sole and exclusive remedies of the
parties hereto (or anyone claiming through any of them) as a result of a breach
of covenant, representation or warranty discovered prior to Closing (whether or
not a "material breach") or the willful failure to close; and (iv) in the event
of a failure of a Closing condition, no party shall have any obligation to make
any payment to any other party and Section 8.5 shall apply (subject, however, to
Section 8.7 hereof).

13.2 Post-Closing Breach of Representations and Warranties or Covenants.

         (a) In the event of a breach by SLR of any of its representations or
warranties in this Agreement or a breach by SLR of its covenants in Section
17.1(a) or (b) hereof, which is discovered after the applicable Closing,
notwithstanding anything to the contrary in this Agreement: (i) in no event
shall Hines or the Partnership be entitled to recover consequential or punitive
damages against SLR in connection with this Agreement, the Closing Instruments,
or the transactions contemplated hereby or thereby; (ii) in no event shall the
maximum amount of damages of every kind whatsoever which Hines and the
Partnership collectively shall be entitled to recover from SLR exceed, in the
aggregate with respect to all Properties, $15,000,000; and (iii) neither Hines
nor the Partnership shall have the right to bring any action against SLR, and
SLR shall not have any liability to Hines or the Partnership, as a result of any
Claim based upon the breach by SLR of its representations, warranties or
covenants, unless and until the aggregate amount of all Claims of both Hines and
the Partnership arising out of any such breaches (when aggregated with amounts
incurred and/or losses suffered prior to Closing) exceeds $250,000.

          (b) In the event of a breach by Hines and/or the Partnership of any of
its representations or warranties hereunder, which is discovered after the
applicable Closing, notwithstanding anything to the contrary in this Agreement:
(i) in no event shall SLR be entitled to recover consequential or punitive
damages against Hines or the Partnership in connection with this Agreement, the
Closing Instruments or the transactions contemplated hereby or thereby; (ii) in
no event shall the maximum amount of damages of every kind whatsoever which SLR
shall be entitled to recover from both of Hines and the Partnership exceed in
the aggregate with respect to all Properties $15,000,000; and (iii) SLR shall
have no right to bring any action against Hines or the Partnership, and Hines
and the Partnership shall have no liability to SLR, as a result of any Claim
based upon the breach by Hines and the Partnership of any of their respective
representations, warranties or covenants, unless and until the aggregate amount
of all Claims arising out of any such breaches (when aggregated with amounts
incurred and/or losses suffered prior to Closing) exceeds $250,000.

          (c) With respect to a breach described in Section 13.2(a) or (b)
above, if the party to whom (or for whose benefit) the representation, warranty
or covenant was made gives the other party (or parties) notice setting forth a
brief description of the alleged breach at any time until the day which is 365
days after the applicable Closing Date, and commences a Legal Proceeding with
respect to such breach within 380 days after the applicable Closing Date, the
party giving the notice may enforce its rights against the other party or
parties. Notwithstanding anything to the contrary in this Agreement, no


                                       52
<PAGE>


party to this Agreement shall make any claim hereunder for any breach of a
representation or warranty of the other party (or parties) or a breach of
covenant by the other party, if such party has not given the notice described
above, before the end of such 365 day period and commenced a Legal Proceeding
thereon before the end of such 380 day period.

         (d) The limitations set forth in Sections 13.2(a)(ii) and 13.2(c) shall
not apply to SLR's indemnities set forth in Sections 4.6, 13.3, Article 19 and
Section 22.3, and the limitation set forth in Section 13.2(a)(ii) above shall
not apply to SLR's agreement to pay post-Closing adjustments in Article 16
hereof.

         (e) The limitations set forth in Sections 13.2(b)(ii) and 13.2(c) shall
not apply to: (i) the indemnities of Hines and the Partnership in Sections 4.6,
13.4, 17.3(b) or 22.3; (ii) the Partnership's obligation to pay adjustments to
the Initial Sumitomo Payment under Section 3.1(d) in connection with the
adjustment to the Agreed Valuation of 425 Lexington Avenue; (iii) Hines'
obligation to repurchase the Initial Sumitomo Shares under Section 4.4(d); or
(iv) the obligations of HREH under the HREH Guaranty. The limitation set forth
in Section 13.2(b)(ii) shall not apply to the Partnership's obligation to pay
post-Closing adjustments in Article 16 hereof.

         13.3 Indemnities of SLR. From and after the date that each Closing
occurs, SLR hereby agrees to indemnify, hold harmless and defend the Hines
Indemnitees against any and all Claims incurred by or asserted against any Hines
Indemnitees by any third party, arising from or in connection with the
following as they relate to the Properties which are the subject of such
Closing:

                  (a) any duty, obligation or payment arising or accruing under
         any Lease or Development Approval (i) prior to the First Closing Date,
         with respect to any First Closing Property, and (ii) prior to the
         Second Closing Date, with respect to the Second Closing Property;

                  (b) any duty, payment or obligation arising or accruing under
         any Service Contract which the Partnership has elected or is required
         to assume under Section 9.3 hereof (A) prior to the First Closing Date
         with respect to any First Closing Property, and (B) prior to the Second
         Closing Date, with respect to the Second Closing Property;

                  (c) any duty, payment or obligation arising or accruing under
         any Service Contract which the Partnership has not elected and is not
         required to assume under Section 9.3 hereof;

                  (d) any duty, payment or obligation arising or accruing under
         any Leasing Agent Agreements or Brokerage Commission Agreements which
         are the responsibility of SLR to pay under Section 16.9 hereof;

                  (e) any Tenant improvement allowances which are the
         responsibility of SLR to pay under Section 16.9 hereof;


                                       53
<PAGE>
                  (f) any amounts due under Construction Agreements which are
         the responsibility of SLR to pay under Section 16.9 hereof;

                  (g) any pending or threatened litigation described in Schedule
         "13", or in Schedule "14", other than the pending tax certiorari
         proceedings described in Schedule "14";

                  (h) except as otherwise provided in (d), (e), (f) or (g)
         above, any duty, payment or obligation of Sumitomo or any Current Owner
         under agreements affecting the Properties when the applicable payment
         or performance was due or to be performed prior to the applicable
         Closing Date;

                  (i) death, bodily injury or property damage (to property of
         others) occurring at, on or about the Property (or Properties) caused
         by the negligence or willful misconduct of Sumitomo, any Current Owner
         or any of their respective employees or agents prior to Closing;

                  (j) any New York State or New York City transfer taxes and
         Washington D.C. transfer or recordation taxes in connection with the
         Properties and/or the Fund which SLR has agreed to pay (or caused to be
         paid) under Sections 3.1(d) and 14.1 hereof; and

                  (k) any breach of SLR's covenants in Article 23 hereof.

         13.4 Indemnities of the Partnership. From and after the date that each
Closing occurs, the Partnership hereby agrees to indemnify, hold harmless and
defend the Sumitomo Indemnitees against any and all Claims incurred by or
asserted against any Sumitomo Indemnitees by any third party arising from, or in
connection with, the following as they relate to the Properties which are the
subject of such Closing:

                  (a) any duty, payment or obligation arising or accruing under
         any Lease or Development Approval (i) on or after the First Closing
         Date, with respect to any First Closing Property, and (ii) on or after
         the Second Closing Date, with respect to the Second Closing Property;

                  (b) any duty, payment or obligation arising or accruing under
         any Service Contract which the Partnership has elected or is required
         to assume under Section 9.3 hereof: (A) on or after the First Closing
         Date, with respect to any First Closing Property, and (B) on or after
         the Second Closing Date, with respect to the Second Closing Property;

                  (c) any duty, payment or obligation arising or accruing under
         any Leasing Agent Agreements or Brokerage Commission Agreements which
         are the responsibility of the Partnership to pay under Section 16.9
         hereof;

                  (d) any Tenant improvement allowances which are the
         responsibility of the Partnership to pay under Section 16.9 hereof;


                                       54
<PAGE>


                  (e) any amounts due under Construction Agreements which are
         the responsibility of the Partnership to pay under Section 16.9 hereof;

                  (f) except as otherwise provided in (c), (d) and (e) above,
         any duty, payment or obligation of the Partnership or any SPE Owner
         under agreements affecting the Properties when the applicable payment
         or performance was due or to be performed on or after the applicable
         Closing Date (but excluding obligations under agreements existing as of
         the date hereof which the Partnership and SPE Owners elect not to and
         are not required to assume at Closing);

                  (g) death, bodily injury or property damage (to property of
         others) occurring at, on or about the Property or Properties caused by
         the negligence or willful misconduct of the Partnership, any SPE Owner
         or any of their respective employees or agents after Closing;

                  (h) any New York State or New York City transfer taxes and
         Washington D.C. transfer and recordation taxes in connection with the
         Properties and/or the Fund relating to periods on and after the Closing
         Date, other than those which SLR has agreed to pay (or caused to be
         paid) under Sections 3.1(d) and 14.1 hereof; and

                  (i) any breach of Hines' or the Partnership's covenants in
         Article 23 hereof.

         13.5 Procedures Relating to Indemnities. In the event that any Claim is
made against any indemnified party under any of the indemnities in this
Agreement, the indemnified party shall promptly notice the indemnifying party of
such claim and shall assist the indemnifying party (without expense to the
indemnified party) in the defense of such Claim. The indemnifying party shall
defend any Legal Proceeding commenced against the indemnified party relating to
such Claim (with counsel reasonably acceptable to the indemnified party), advise
the indemnified party promptly upon request of the status of such Claim, and
provide copies of all legal process and other documents delivered to or received
by the indemnifying party in connection with such Claim. The indemnifying party
shall not settle any Claim unless the effect of such settlement is to release
the indemnified party from all liability with respect to such Claim, without
cost or contribution, and without admission of liability, from the indemnified
party. The indemnified party shall not settle any Claim without the prior
written consent of the indemnifying party unless the effect of such settlement
shall be to release the indemnifying party from all liability with respect to
such Claim, without cost or contribution from the indemnifying party. If the
indemnifying party fails to defend any Claim when required hereunder, the
indemnified party shall have the right (but no obligation) to defend the same at
the indemnifying party's expense upon notice to the indemnifying party.

ARTICLE 14. TRANSFER TAXES; TRANSACTION EXPENSES.

         14.1 Transfer Taxes. Sumitomo will pay (or cause the Current Owners to
pay) to the applicable Government Entities real property transfer and
recordation taxes relating to the initial conveyance of the Properties by the
Current Owners to the Partnership or SPE Owners, at the New York State or New
York City transfer tax rates or District of Columbia transfer and recordation
tax rates, based upon 100% of the Agreed Valuations of the Properties (as the
same


                                       55
<PAGE>


may be adjusted pursuant to Section 3.1(d) hereof). Sumitomo shall pay (or cause
to be paid) the amount of such taxes referred to in the preceding sentence which
become due upon the redemption by the Trust or sale to Hines of the Initial
Sumitomo Shares promptly following such redemption or sale, and Sumitomo shall
pay (or cause to be paid) the amount of such taxes referred to in the preceding
sentence which become due upon any subsequent Transfer by Sumitomo of the Shares
received by Sumitomo at the Second Closing promptly following such Transfer.
Sumitomo shall have no liability for any transfer or recordation taxes which may
be payable in connection with the purchase by Hines or its Affiliates of
Interests in the Fund, or the transfer or issuance of Interests in the Fund to
Third Party Investors, even if such transactions are aggregated with the
conveyance of the Properties by the Current Owners to the Partnership, and/or
the redemption by the Trust or purchase by Hines or its Affiliate of the Initial
Sumitomo Shares, for transfer or recordation tax purposes; provided, however,
that nothing in this sentence diminishes Sumitomo's obligation to pay (or to
cause the Current Owners to pay) the transfer and recordation taxes based on
100% of the Agreed Valuations thereon as provided in this Section 14.1. The
Current Owners and SPE Owners, as applicable, will sign all returns which are
required in connection with the conveyances of the Properties.

         14.2 Transaction Expenses.

                  (a) The following costs shall be paid by the Partnership at or
         in connection with each Closing: mortgage recording tax (as
         applicable); loan fees, costs and points; title insurance premiums and
         title search fees; costs to prepare surveys; costs relating to third
         party assessments, evaluations, reports, studies and/or tests;
         recording costs; costs of formation of the Trust, Partnership and the
         SPE Owners (including the fees of Hines' attorneys relating thereto);
         general due diligence costs and expenses; marketing costs (subject to
         Section 4.5(d) hereof) other than the placement fee of Morgan Stanley;
         the fees of Hines attorneys incurred in connection with the negotiation
         and preparation of the purchase and sale aspects of this Agreement,
         including the negotiation of the typical real estate Closing
         Instruments (but not the fees of Hines' attorneys relating solely to
         the portion of this Agreement addressing the participation by Sumitomo
         in the Fund) and the fees of Hines' attorneys relating to general
         property acquisition and due diligence matters (e.g., title and survey
         review, lease review, etc.), and travel and entertainment costs of
         Hines, SLR and their respective Affiliates in connection with their
         marketing efforts (subject to Section 4.5(d) hereof).

                  (b) The following costs shall be paid by Hines at or in
         connection with each Closing: the placement fee of Morgan Stanley; the
         fees of Hines' attorneys relating solely to the portion of this
         Agreement addressing the participation by Sumitomo in the Fund; and all
         other costs which are designated as Hines' or General Partner's
         obligations pursuant to this Agreement or the Closing Instruments.

                  (c) The following costs shall be paid or caused to be paid by
         Sumitomo and/or the Current Owners at or in connection with each
         Closing: the MSI Payment; transfer taxes as described in Sections
         3.1(d) and 14.1; the fees of Sumitomo's attorneys to negotiate this
         Agreement and the Closing Instruments; the fees payable to consultants
         and third party service providers retained by Sumitomo in connection
         with the transactions


                                       56
<PAGE>


         contemplated by this Agreement; and all other costs which are
         designated as Sumitomo's (or its Affiliates') obligations pursuant to
         this Agreement or the Closing Instruments.

ARTICLE 15. CASUALTY; CONDEMNATION.

         15.1 Definitions, "Event of Termination" means a fire or other
casualty, including flood, lightning, other severe weather or terrorist attack
(each, a "Casualty Event") which results in Restoration Costs in excess of 5% of
the Agreed Valuation of the affected Property, as determined by the parties (or,
if the parties cannot agree upon the amount of such costs within 15 days, as
determined by the Casualty Consultant pursuant to Section 15.3).

         15.2 Termination Right.

                  (a) If an Event of Termination occurs prior to the Closing
         Date, such Event of Termination shall be deemed the failure of a
         Closing condition and in such event the Partnership shall have the
         right to terminate this Agreement with respect to the affected Property
         only under Section 8.5, by notice to SLR given within 45 days after the
         Casualty Event. If the Partnership elects to terminate under the
         preceding sentence, this Agreement shall not terminate if within 15
         days after receipt of the Partnership's notice SLR (i) demonstrates to
         the Partnership's satisfaction that the Event of Termination is fully
         covered by insurance (including business interruption and loss of rents
         coverage but less deductible) or (ii) agrees to pay the Restoration
         Costs as well as lost rental income to the extent such costs and income
         exceed such insurance coverage with respect to such Event of
         Termination. In such event, SLR shall arrange for the Partnership to
         speak to the applicable insurer(s) to verify the status of coverage. If
         the Partnership fails to deliver the termination notice referred to in
         the first sentence of this subsection (a) within such 45 day period
         (time being of the essence), or if SLR demonstrates to the Partnership
         within such 15-day period (time being of the essence) that full
         coverage is available or agrees to pay any uninsured amount as
         described above, then this Agreement shall remain in full force and
         effect and there shall be no reduction in the Initial Sumitomo Payment,
         the Second Sumitomo Payment or any other consideration payable to SLR
         at Closing, but in such event, at Closing SLR shall (A) pay or cause
         the applicable Current Owner to pay to the Partnership (or the
         applicable SPE Owner) all insurance proceeds received prior to Closing,
         (B) cause to be assigned to the Partnership (or SPE Owner) (by an
         assignment in form reasonably satisfactory to counsel for Hines and
         consented to by the applicable insurer), all of Sumitomo's and the
         applicable Current Owner's right, title and interest (if any) in and to
         all of the Current Owner's policies of casualty, business interruption
         and lost rental income insurance (if any) for the applicable Property
         and all sums paid or payable thereunder, (C) pay (or cause the Current
         Owner to pay) the Partnership (or the applicable SPE owner) the amount
         of the deductible (if any) on or under the applicable insurance policy
         or policies, and (D) pay (or cause the Current Owner to pay) the
         Partnership any excess Restoration Costs as well as lost rental income
         which it agreed to pay as provided above. If such Event of Termination
         is not covered by any insurance, SLR shall have no right to pay the
         Restoration Costs and prevent a termination of the Agreement as to the
         affected Property as provided above. If an Event of Termination is
         demonstrated to the Partnership's satisfaction to be fully covered by
         insurance and the Partnership does not elect to terminate but it is
         later determined prior to Closing (for any


                                       57
<PAGE>


         reason) that the applicable policies of insurance may not be assigned
         by the Current Owner as specified above or do not fully cover the Event
         of Termination, the Partnership may terminate this Agreement upon
         notice to SLR only as to the affected Property within 10 days after
         receipt of notice by the Partnership that the policy or policies cannot
         be assigned or do not fully cover the Event of Termination (time being
         of the essence), unless SLR agrees in writing within 15 days after
         receipt of the Partnership's notice (time being of the essence) to pay
         the Restoration Costs to the extent such costs exceed all insurance
         which would be assigned to the Partnership hereunder with respect to
         the affected Property. If the Partnership does not elect to terminate
         within such 10 day period, the Partnership shall be deemed to have
         waived its termination right with respect to the applicable Casualty
         Event. For purposes of clarification, if Hines elects to close and it
         is determined after Closing that insurance proceeds are unavailable or
         less than the amount determined to be available pre-Closing, Hines
         shall have no right to additional payments or price adjustments or any
         other payments from or remedies against SLR or its Affiliates on
         account of such Casualty Event. If this Agreement does not terminate as
         to the affected Property, SLR shall obtain the Partnership's consent
         (not to be unreasonably withheld or delayed) to settle or adjust (prior
         to the Closing or any earlier termination of this Agreement) the amount
         of any loss payable under an insurance policy covering such Casualty
         Event, and the Partnership, by written notice to SLR, shall have the
         right to participate in any negotiations relating to any such
         settlement or adjustment.

                  (b) In the event that there is a Casualty Event which is not
         an Event of Termination, or the Partnership does not otherwise have a
         right to terminate this Agreement in accordance with Section 15.2(a)
         above, the parties shall proceed to Closing on the terms and conditions
         set forth in this Agreement, there shall be no adjustment as a result
         of such Casualty Event to the Initial Sumitomo Payment, the Second
         Sumitomo Payment or other consideration payable to Sumitomo at Closing,
         all insurance proceeds previously received shall be paid by Sumitomo or
         the applicable Current Owner to, and all applicable insurance policies
         shall be assigned by Sumitomo or the applicable Current Owner to, the
         Partnership or applicable SPE Owner as provided above, and SLR shall
         pay the deductible (if any) on or under the applicable insurance policy
         or policies.

         15.3 Dispute Resolution. If any party disputes the Restoration Costs
after a Casualty Event, the disputing party shall give notice to the other party
within 15 days after the occurrence of the Casualty Event. In such event, if the
parties are unable to resolve such dispute within 15 days, the parties shall
submit the dispute to the Casualty Consultant who shall issue a written decision
as promptly as possible; and the parties shall abide by the decision of the
Casualty Consultant (which shall be conclusive and binding).

         15.4 Adjournment of Closing Date. The Closing Date shall be adjourned
automatically to allow the parties the periods of time specified for the
exercise of rights under Sections 15.2 and 15.3, but in no event beyond December
31, 2003, time being of the essence. The parties' failure to exercise their
rights under Section 15.2 on or before December 31, 2003 shall be deemed a
failure of a Closing condition.


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<PAGE>


         15.5 Waiver. This Article 15 shall constitute an express waiver by all
parties of the provisions of any law apportioning the risk of loss under
contracts for the sale or purchase of real property.

         15.6 Condemnation. In the event that prior to Closing, Sumitomo or any
Current Owner receives official notice by a Government Entity of a Condemnation
(or a notice from a Government Entity threatening such action) with respect to
any Property, this Agreement shall not terminate in whole or in part and there
shall be no adjustment to the Initial Sumitomo Payment, Second Sumitomo Payment
or other consideration to be received by Sumitomo at Closing, but SLR shall
cause the Current Owner to assign to Hines at Closing (by an assignment in form
reasonably satisfactory to counsel for Hines) all of the Current Owner's right,
title and interest (if any) in and to any awards in Condemnation or any sums
paid or payable thereunder.

ARTICLE 16. APPORTIONMENTS.

         16.1 Apportionments of Certain Items at Closing. The following shall be
apportioned and adjusted between Sumitomo, the Current Owners, the Partnership
and the SPE Owners, as applicable, as of midnight the day preceding each Closing
Date (with respect to the applicable Properties) and shall constitute
adjustments to the Initial Sumitomo Payment or Second Sumitomo Payment as
applicable:

                  (a) real property taxes and assessments by any Government
         Entity (including any business improvement district assessments or
         fees);

                  (b) all other items of revenue (other than Rent) and expense
         and expenditures with respect to the applicable Properties (other than
         Tenant Expense Recoveries, amounts due under Service Contracts and
         Construction Agreements which the Partnership has not elected and is
         not required to assume in accordance with Section 9.3 hereof and as
         otherwise provided in Article 9 and Section 16.9 hereof);

                  (c) Rent (other than Tenant Expense Recoveries) received by
         the applicable Current Owner prior to Closing from Tenants under
         Leases; and

                  (d) Tenant Expense Recoveries as provided in Section 16.3
         below.

         16.2 Utilities. At the Closing, if permitted by applicable Utility
companies, the Current Owners shall assign to the applicable SPE Owner all
deposits or escrows, if any, held for the Current Owner's account at or by any
Utility company in connection with Utility services furnished to the Properties;
and the Partnership shall pay SLR or the applicable Current Owner (or credit to
the Initial Sumitomo Payment or Second Sumitomo Payment, as applicable), at the
Closing for the amount of the deposits or escrows so assigned. If a transfer of
such Utility service is permitted, prior to the Closing Date, SLR shall notify
(or shall cause the applicable Current Owner to notify) all such Utility
companies in writing (with copies to Hines) of the applicable transfer of
service. The Current Owners shall arrange for the applicable Utility companies
to take meter readings on the applicable Closing Date, and SLR and/or the
Current Owners shall be solely responsible for paying all utility usage shown by
such meter readings.


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<PAGE>


         16.3 Tenant Expense Recoveries. SLR will prepare a reconciliation as of
midnight the day preceding each Closing Date of the amounts of all billings and
charges for operating expense escalations and tax escalations (collectively,
"Tenant Expense Recoveries") under the Leases. If more amounts have been
incurred for Tenant Expense Recoveries than have been collected from Tenants for
Tenant Expense Recoveries, the Partnership will pay such difference to SLR at
such time as the Partnership has recovered such amounts from the Tenants. If
more amounts have been collected from Tenants for Tenant Expense Recoveries than
have been incurred for Tenant Expense Recoveries, SLR will pay to the
Partnership at Closing such excess collected amount. Notwithstanding the
foregoing, the parties agree that Partnership's obligations under this Section
16.3 shall terminate 180 days after the Closing Date. This Section 16.3 is only
intended to cover amounts payable by Tenants with respect to operating expenses
and taxes. All other items of taxes, expenses and expenditures are covered by
Section 16.1.

         16.4 Closing Statement; Payment of Estimated Prorations. The estimated
Closing apportionments contemplated by Sections 16.1, 16.2 and 16.3 above shall
be set forth on a closing statement to be prepared by SLR and submitted to the
Partnership for its approval (which approval shall not be unreasonably withheld,
delayed or conditioned) at least three (3) Business Days prior to the Closing
Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall
be signed by SLR, the applicable Current Owners, the Partnership and the
applicable SPE Owners and delivered in accordance with Article 5 hereof. The
estimated Closing apportionments shall be paid at Closing by the Partnership to
SLR (if the estimated apportionments result in a net credit to SLR) or by SLR
to the Partnership (if the estimated apportionments result in a net credit to
the Partnership).

         16.5 Post-Closing Apportionments. If any item covered by this Article
cannot be apportioned because the same has not been (or cannot be) fully
ascertained on the Closing Date, or if any error has been made with respect to
any apportionment, such item shall be apportioned (or corrected, as applicable)
as soon as the same is fully ascertained. Notwithstanding the foregoing, the
parties agree that their respective rights to make or correct apportionments
hereunder shall terminate 180 days after the Closing Date.

         16.6 Tax Protests. After the date of this Agreement, SLR shall not
institute, withdraw, settle, or otherwise compromise any protest or reduction
proceeding affecting real estate taxes or other charges of any Government Entity
assessed against any Property, or enter into any agreement with any Government
Entity to increase the assessed value of any Property in tax years after the
2002/2003 tax year (and shall not permit the Current Owners to do so) without
the Partnership's prior written consent (which consent shall not be unreasonably
withheld or delayed). Real estate tax refunds and credits received after the
Closing which are attributable to the fiscal tax year during which the Closing
Date occurs shall be apportioned between SLR and the Partnership, after
deducting the Fees-And-Costs of collection thereof, unless and to the extent the
same are payable to Tenants under Leases. (Refunds or credits for prior years
shall be payable to SLR, after deducting the fees and costs of collection
thereof unless and to the extent the same are payable to Tenants under Leases.)
SLR agrees to cooperate reasonably (at no cost or expense to SLR) with the
Partnership and/or the SPE Owners in connection with any protest or reduction
proceeding filed by the Partnership and/or the SPE Owners for the year in which
the Closing occurs (or prior years).


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<PAGE>


         16.7 Apportionment of Rent Received Post-Closing. If any Tenant is in
arrears as of the Closing Date in the payment of Rent, payments received from
such Tenant after the Closing shall be applied in the following order of
priority:

                  (a) first, to Rent due for the month in which the Closing
         occurs;

                  (b) second, to Rent due for the month preceding the month in
         which the Closing occurs;

                  (c) third, to Rent due for any month(s) following the month in
         which the Closing occurs with respect to which Rent is due at the time
         of receipt; and

                  (d) fourth, to Rent due for the period prior to the month
         preceding the month in which the Closing occurs.

         If any payments from a Tenant received by SLR (or any Current Owner) or
the Partnership (or SPE Owner) after the Closing are payable to the other party
by reason of this Section, the appropriate sum (less a pro rata share of
Fees-And-Costs for collection thereof, based on the percentage collected for the
other party) shall be promptly paid to the other party. After the Closing, the
Partnership (or SPE Owner) shall use commercially reasonable efforts to collect
arrearages from Tenants for periods prior to the Closing Date. The Partnership
(or SPE Owner) shall commence Legal Proceedings (to the extent not commenced by
or on behalf of Sumitomo, any Current Owner or their Affiliates prior to
Closing) against Tenants on behalf of the Current Owners to recover amounts in
excess of $25,000 owed by any Tenant (which are more than one hundred eighty
days past due) under the applicable Lease with respect to periods or events
occurring prior to the Closing Date, but the Partnership (or SPE Owner) shall
have no obligation to evict such Tenants or commence any Legal Proceeding which
may result in any eviction of such Tenants or otherwise terminate Leases. Each
of SLR (or the Current Owner), on the one hand and the Partnership (or SPE
Owner), on the other hand shall pay a pro rata share of the Fees-and-Costs of
each such Legal Proceeding, based upon the portion of the total rents collected
in such Legal Proceeding by or on behalf of such party which are due to the
Partnership (or SPE Owner) or SLR (or the Current Owner) respectively. The
Partnership shall furnish to SLR upon request copies of papers served by the
Partnership (or SPE Owner) or the respective Tenant in any Legal Proceeding for
amounts due from such Tenant prior to the Closing Date.

         16.8 Post-Closing Payments. If Hines; the Partnership (on its own
behalf or on behalf of any SPE Owner), any Current Owner or Sumitomo owes any
other party any money under this Article 16 (whether at the Closing or
thereafter), the party owing shall pay the other party such money as promptly as
possible after the amount is determined.

         16.9 Amounts Due under Property Management Agreements, Leasing Agent
Agreements, Brokerage Commission Agreements and Construction Agreements; Tenant
Improvement Allowances. Notwithstanding Section 16.1 hereof: (a) SLR shall be
responsible to pay all amounts due through the date of termination (and
otherwise in connection with the termination) of property management agreements;
(b) each of SLR and the Partnership shall be required to pay all amounts due
under Leasing Agent Agreements and Brokerage Commission Agreements with respect
to Leases executed prior to the date hereof which are designated as


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<PAGE>


such party's responsibility in Schedule "18"; (c) each of SLR and the
Partnership shall be responsible for paying the Tenant improvement allowances
with respect to Leases executed prior to the date hereof which are designated as
such party's responsibility in Schedule "22"; (d) the Partnership shall be
responsible for paying all brokerage commissions, Tenant improvement allowances,
legal fees incurred in connection with the negotiation of, and any other costs
incurred by Sumitomo or the Current Owner (as landlord) relating to, Leases
executed after the date hereof pursuant to Section 17.1(a) hereof and SLR shall
be entitled to reimbursement for the foregoing amounts at Closing to the extent
paid by Sumitomo or the Current Owner prior to Closing; and (e) each of SLR and
the Partnership shall be responsible for paying amounts due under Construction
Agreements which are designated as such party's responsibility in Schedule "21"
hereof.

         16.10 Survival. This Article 16, and all rights and duties of the
parties hereunder, shall survive the Closing.

ARTICLE 17. CERTAIN COVENANTS

         17.1 Pre-Closing Negative Covenants. From the date hereof until the
Closing Date (or if earlier, a termination of Sumitomo's obligations under the
Agreement) Sumitomo agrees that it shall not take any of the following actions
(or permit the Current Owners to do so), provided that neither Hines nor the
Partnership is in material breach of its obligations under this Agreement:

                  (a) without Hines' prior written consent (which consent shall
         not be unreasonably withheld or delayed) enter into any Lease, or grant
         any right to renew, expand or extend any Lease, or materially amend,
         materially modify or terminate (except in the event of default by
         Tenant) any Lease or release or discharge any Tenant. Sumitomo shall
         request Hines' consent prior to entering into any final letter of
         intent or final term sheet with any proposed Tenant for any such
         transaction (which request shall be accompanied by any such letter of
         intent or term sheet as well as all financial information obtained by
         SLR with respect to such Tenant). Hines shall respond to each request
         for consent within five days after receipt of such request so long as
         the terms in the letter of intent and/or term sheet comply with the
         standard form lease and leasing guidelines (the "Form Lease and
         Guidelines") to be jointly developed by SLR and Hines promptly after
         the execution of this Agreement, which Form Lease and Guidelines shall
         be acceptable to each party in its sole discretion, If Hines objects to
         the proposed transaction it shall notify SLR of the reasons for its
         objection within such five day period. If Hines fails to respond as
         provided in the preceding sentence within such five day period, Hines'
         consent shall be deemed given. If Hines consents to any such
         transaction, such consent shall be subject to review and approval of
         final documentation, and SLR will provide Hines with copies of the
         applicable Lease documents as negotiations proceed. SLR will submit the
         final Lease documents evidencing the transaction as well all Tenant
         financial information obtained by SLR to Hines for its consent, which
         will not be unreasonably withheld provided there are no material
         changes to the transaction as originally presented to Hines for its
         consent as described above. Hines shall respond to SLR's request for
         final consent within five days. If Hines objects to the proposed
         transaction it shall notify SLR of the reasons for its objection within
         such five day period. If Hines fails to respond as provided in the
         preceding sentence within such five day


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<PAGE>


         period, Hines' consent shall be deemed given. Each of SLR and Hines
         shall appoint (and promptly notify the other party in writing of such
         appointment) a representative who shall be responsible for coordinating
         the process described in this Section 17.1(a) on behalf of its
         organization. Notwithstanding anything to the contrary in this Section,
         the deadline for Hines to respond to requests for approval of all new
         Leases delivered to Hines prior to the date hereof shall be Friday,
         April 4, 2003. In the event that a proposed Lease transaction described
         in the first sentence of this subsection (a) does not comply with the
         Form Lease and Guidelines: (i) the procedure and time periods for
         consent shall be the same as provided in this subsection (a) (and if
         consent is not granted or withheld within such time periods it shall be
         deemed given); (ii) Hines may grant or deny its consent to such
         transaction in its sole discretion; and (iii) if Hines rejects any such
         transaction, SLR may nevertheless proceed with such transaction (or
         cause the applicable Current Owner to do so) provided that SLR pays all
         brokerage commissions, Tenant improvement allowances, legal fees
         incurred in connection with the negotiation of, and any other costs
         incurred by Sumitomo or the Current Owner (as landlord) relating to,
         such transaction. Hines and Sumitomo agree to work together to update
         the Form Lease and Guidelines from time to time to reflect changes in
         the leasing market;

                  (b) consent to any zoning changes, or sell, transfer, assign,
         dispose of, or consent to the utilization of, any Development Rights,
         if any, relating to any Property;

                  (c) place any Encumbrances on any Property, other than: (i)
         Permitted Encumbrances; (ii) Encumbrances consented to by Hines in
         writing; (iii) Encumbrances which can and shall be satisfied by SLR at
         Closing; and (iv) liens which, with an indemnity from SLR, the Title
         Insurer is willing to omit from the title insurance policies as an
         exception to coverage;

                  (d) make any improvement, alteration or addition to any
         building or improvements on any Property other than pursuant to
         existing Construction Agreements set forth on Schedule "15", unless
         such improvements, alterations or additions are required (in SLR's
         reasonable judgment) to preserve the Property, without Hines' prior
         written consent; or

                  (e) fail to operate and maintain any Property or the buildings
         thereon in accordance with SLR's customary practices.

         17.2 Other Covenants. From the date hereof until the Closing Date (or
if earlier, a termination of Sumitomo's obligations under this Agreement)
provided Hines and the Partnership are not in material breach of any of their
respective obligations under this Agreement, SLR agrees that it shall (or shall
cause Sumitomo and/or the Current Owners, as applicable, to):

                  (a) provide Hines with a copy of any notice of default
         received from or sent to any Tenant;

                  (b) pay all real estate taxes and assessments which may become
         liens upon the Properties, subject to the Current Owners' right to
         contest such taxes or assessments in


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<PAGE>


         good faith, provided that such contest does not jeopardize the Current
         Owners' title to the Properties;

                  (c) keep in force the amounts of casualty insurance currently
         in effect with respect to the Properties (as set forth on Schedule
         "4"), to the extent available at commercially reasonable rates;

                  (d) notify Hines of the commencement of any Legal Proceeding
         relating to Sumitomo (to the extent relating to any Property), the
         Current Owners, or any Property;

                  (e) make those capital repairs contemplated in Construction
         Agreements set forth on Schedule "15";

                  (f) use commercially reasonable efforts to obtain the SNDAs
         and Tenant Estoppels from Tenants as described in Section 7.1, but SLR
         shall have no liability hereunder to the Partnership or to the lender
         in the event SLR fails to obtain the required agreements or estoppels;
         and

                  (g) qualify SLRI to conduct business in the State of New York,
         if such qualification is required in order for SLRI to perform its
         obligations hereunder or under the Closing Instruments.

17.3 INSPECTIONS OF PROPERTIES AND DOCUMENTS.

                  (a) Hines shall be entitled to inspect all Property Documents
         and other information in Sumitomo's (or the Current Owners') possession
         which relate to the ownership and operation of the Properties, as Hines
         may reasonably request to confirm, verify or inquire into matters
         covered by or represented by SLR in this Agreement and/or the Closing
         Instruments. Hines, at Hines' sole cost, shall also have the right to
         make such inspections, investigations and tests of the physical
         condition of the Properties (subject to the rights of Tenants under
         Leases) as Hines may elect to make or obtain; provided, however, that
         (i) Hines shall not perform invasive testing in any Tenant premises
         without SLR's consent (which may be granted or withheld in SLR's
         reasonable discretion) and without the consent of the applicable
         Tenant, and (ii) Hines shall work with SLR to schedule such
         inspections, investigations and tests so as not to disturb or interfere
         with the operations of Tenants. SLR shall provide reasonable access to
         the Properties to Hines and Hines' employees, consultants and agents,
         and, within seven days after request from Hines, SLR shall deliver to
         Hines any documents or instruments of the type described above which
         are in Sumitomo's or the Current Owners' possession. Upon request by
         Hines, SLR shall arrange interviews with Tenants to permit Hines to
         make reasonable inquiries of Tenants. It is understood and agreed this
         Section 17.3 does not constitute a free look" or similar right and that
         the results of the above described due diligence shall not give Hines
         the right to terminate this Agreement, subject to the other provisions
         of this Agreement.

                  (b) Hines agrees to indemnify Sumitomo and its Affiliates
         from and against all Claims which Sumitomo and its Affiliates may
         suffer, incur, or pay out by reason of any physical damage to the
         Property or injury to persons caused by the acts or omissions


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<PAGE>


         of any of Hines' officers, employees, consultants or other agents in
         making any reviews, interviews, inspections or tests relating to the
         Properties pursuant to Section 17.3(a).

         17.4 Survival. Section 17.3 shall survive the Closings and any
termination of this Agreement. Sections 17.1 (other than Section 17.1(a) and
(b)) and 17.2 shall not survive, with respect to any Property, the applicable
Closing of such Property or termination of this Agreement with respect to such
Property.

ARTICLE 18. REMOVAL OF TITLE DEFECTS; SURVEYS; VIOLATIONS.

         18.1 Definition. "Title Defect" means any Encumbrance recorded against,
or otherwise affecting, any Property which is not a Permitted Encumbrance.

         18.2 Notice and Cure of Title Defects. On or before the Closing Date,
Hines may give SLR notice of any Title Defect. If Hines gives notice to SLR of
any such Title Defect, SLR may adjourn the Closing for a period or periods not
exceeding 30 days in the aggregate in order to remove the Title Defect(s)
specified in Hines' notice. Upon the expiration of such period(s) (or on the
Closing Date if sooner and if SLR does not so adjourn the Closing), if SLR is
unable or does not elect (subject to Section 8.6 hereof) to satisfy the
conditions in Section 7.1(d) of this Agreement, Hines may accept such title as
SLR is then able to provide (without any adjustment in the Agreed Valuations);
or Hines shall terminate this Agreement with respect to the Affected Property by
notice to SLR, without further liability to either party.

         18.3 Discharge of Liens. SLR agrees, without further notice from Hines,
to pay and discharge at the Closing all Mortgages, including the Existing
Mortgage, judgments against Sumitomo and the Current Owners which constitute
liens against the Property, and liens against the Property for non-payment of
Sumitomo's and the Current Owners' Federal income tax, and, subject to Section
8.6 hereof, to remove and discharge of record, by payment, bonding or otherwise
all mechanics', materialmen's and any other liens of record which may be
satisfied by payment of money only and which are not Permitted Encumbrances (or
in the case of liens which are not Mortgages, to provide the Title Insurer with
an indemnity sufficient to induce the Title Insurer to insure title to the
Property free and clear of such liens).

         18.4 Surveys. The Partnership shall obtain, at the Partnership's
expense, all surveys of the Properties which the Partnership requires in
connection with the transactions described in this Agreement.

         18.5 Violations. If Hines gives notice to SLR on or prior to the
Closing Date of any Violations noted or noticed in writing against or with
respect to any Property prior to the date of this Agreement that are not set
forth in the title insurance commitments delivered to the Partnership and SLR
prior to the date of this Agreement, SLR shall cure, correct, or eliminate all
such Violations at SLR's expense (or pay to the Partnership at the Closing the
cost of curing the same), subject to Section 8.6 hereof. For the avoidance of
doubt, SLR shall have no obligation to cure: (a) any Violations which are
disclosed in the title commitments referred to in the previous sentence, (b) any
Violations filed against the Property after the date hereof, or (c) any
violations of law which relate to compliance of the Properties with zoning
requirements; however, in the event any such Violations described in (a), (b)
and (c) above shall occur, Hines


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<PAGE>
shall have the right to terminate this Agreement with respect to the Property or
Properties affected thereby if the aggregate cost to cure such violations
exceeds $250,000.

ARTICLE 19. TRAINING OF SUMITOMO PERSONNEL.

           From time to time, as requested by Sumitomo, Hines will provide
access in Houston to employees of Hines and to the Partnership's Management Team
to provide appropriate training opportunities for Sumitomo's (and its
Affiliates') personnel with respect to the operations of the Fund, its
investment strategy, the marketing of Shares and other topics relating to the
Fund and its business that are of interest and value to employees of Sumitomo
and its Affiliates. A reasonable number of Sumitomo's (and its Affiliates')
employees will seek this training at any time, and such employees will be
compensated by Sumitomo or its Affiliates during such training period. Hines
shall not be required to bear any costs or expenses with respect to such
personnel and Hines may require Sumitomo to demonstrate that it has the
appropriate insurance to protect Hines from any injury or sickness of or claims
made by such personnel. Sumitomo shall indemnify and hold harmless Hines from
any and all costs, liabilities and claims made by such personnel unless the same
results from the gross negligence or willful misconduct of Hines.

ARTICLE 20. NOTICES.

           All notices, consents or other communications under this Agreement
must be in writing and addressed to each party at its respective Notice Address
set forth on Schedule "16" (or at any other address which the respective parties
may designate by notice given to the other party from time to time). Any notice
required by this Agreement to be given or made within a specified period of
time, on or before a date certain, shall be deemed given or made if sent by fax
with confirmed answer back received, or by registered or certified mail (return
receipt requested and postage and registry fees prepaid) or by commercial
express or courier service. A notice sent by registered or certified mail shall
be deemed given on the date of receipt (or attempted delivery if refused)
indicated on the return receipt. All other notices shall be deemed given when
actually received. A notice may be given by a party or by its legal counsel.

ARTICLE 21. NO ASSIGNMENT.

           None of Hines, the Partnership nor SLR shall have the right to.
Transfer this Agreement or any rights or obligations under this Agreement
except with the prior written consent of the other party, which consent may be
granted or withheld in the other party's sole discretion.

ARTICLE 22. BROKERS.

           22.1 Payment. Hines shall pay all fees and commissions due or payable
to Morgan Stanley in connection with the transactions contemplated by this
Agreement and the Closing Instruments. SLR shall pay all fees and commissions,
if any, due to Richard Jennings, in connection with the transactions
contemplated by this Agreement and the Closing Instruments (although SLR
believes that no such fees or commissions are or should be due to Mr. Jennings).


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<PAGE>


           22.2 Representations. Hines represents and warrants to SLR, and SLR
represents and warrants to Hines, that each knows of no broker, advisor, or
finder who has claimed or who has the right to claim any fee, commission or
other similar compensation in connection with the transactions contemplated by
this Agreement or the Closing Instruments, except as set forth in Section 22.1,
and that each has taken no actions which would form the basis for such a claim.

           22.3 Indemnities. Hines shall indemnify, hold harmless and defend the
Sumitomo Indemnitees against all Claims arising out of any breach of Hines'
obligations or representation in Sections 22.1 and 22.2. SLR shall indemnify,
hold harmless and defend the Hines Indemnitees against all Claims arising out of
any breach of SLR's obligations or representations in Sections 22.1 and 22.2.

           22.4 Survival. This Article shall survive the Closings (or, if the
Closings do not occur, the termination of this Agreement).

ARTICLE 23. CONFIDENTIALITY.

           23.1 Pre-Closing. Prior to the Closing, the parties hereto agree not
to make public announcements regarding this Agreement or the transactions
contemplated under this Agreement except on a joint basis, and, except to the
extent the parties agree that a joint public announcement is desirable, each of
the parties agrees to keep confidential the terms of this Agreement and the
Closing Instruments and all Property and other transaction-related information
which Hines or SLR has provided (or will provide) to the other in connection
with this Agreement and the transactions contemplated hereby (to the extent such
information is not publicly available and is not required to be disclosed under
applicable laws or court order) (collectively, the "Due Diligence Information").
The parties acknowledge that certain information which has been provided to them
is required under the terms of Leases and other Property Documents to be treated
in a confidential manner, and agree not to make any unauthorized disclosure of
such information which could result in liability to Sumitomo and its Affiliates.

           23.2 Post-Closing. After the First Closing, each of the parties may
make public announcements without the consent or participation of the other
party; provided, however, that no such public announcements shall describe the
business terms of this Agreement or the Closing Instruments or the contents of
any Due Diligence Information which relates to the business, operations or
financial position of Sumitomo or its Affiliates (but not the Properties) and,
for a period of one year after the applicable Closing, before any public
announcement is made by any party it shall furnish a copy thereof to the other
parties and give the other parties a reasonable period of time to comment on
and/or suggest changes in the same.

           23.3 Certain Disclosures Permitted. Notwithstanding Sections 23.1 and
23.2, each of the parties may make disclosures regarding these matters to: (a)
their respective Affiliates, partners, members, officers, directors, and
employees (on a need to know basis); (b) financial institutions, but only in
connection with the proposed financing of the Properties or the Fund; (c)
proposed Third Party Investors; (d) such other parties as SLR or Hines deems
necessary in order to comply with laws; (e) Morgan Stanley; (f) Tenants
(provided, however, that Hines shall only make disclosure to Tenants during the
interviews contemplated by Section 17.3, such


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<PAGE>


disclosure by Hines shall be limited to matters necessary to determine the
status of the tenancy, satisfaction with the Property, and related matters, not
involve any disclosure relating to other Tenants' leases, and no party shall
disclose pricing or other specific financial terms of the transactions under
this Agreement with Tenants); and (g) agents, partners, shareholders, attorneys,
and consultants of any of the foregoing whose involvement is necessary or
appropriate for such matters. Notwithstanding the foregoing, the parties shall
not disclose any Due Diligence Information which relates to the business,
operations (other than the Properties) or financial position of Sumitomo or its
Affiliates except to the extent required by applicable laws or court order to do
so (and in such event, to the extent time and law permits, such party shall give
SLR advance notice of disclosure and an opportunity to contest the need for such
disclosure). Prior to making disclosure to any Person described in the preceding
sentence, the disclosing party shall notify such Person of the confidential
nature of such information and request that such Person keep such information
confidential.

         23.4 Existing Confidentiality Agreement; Survival. This Article 23 is
intended to supercede that certain Confidentiality Agreement dated October
28, 2002 between Hines, SLR and Mitsui Fudosan America, which shall be of no
further force or effect. This Article 23 shall survive the Closings and the
termination of this Agreement.

ARTICLE 24. MISCELLANEOUS.

         24.1 Further Assurances. Each of the parties shall take such actions
and sign and deliver such other instruments and documents as may be reasonable,
necessary or appropriate to effectuate the transactions contemplated under this
Agreement; provided, however, that the taking of such acts or the execution of
such documents will not result in material cost or liability to the respective
party which is not otherwise required under this Agreement.

         24.2 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York (without regard to principles
of conflicts of law), provided however, that the laws of the District of
Columbia shall govern to the extent required with respect to the conveyance of
1200 Nineteenth Street.

         24.3 Amendments. This Agreement shall not be modified, waived, or
amended except by written agreement executed by the Partnership, SLR and Hines.

         24.4 Entire Agreement. This Agreement, together with the Schedules and
Exhibits hereto, and any other documents, agreements or instruments which are
specifically stated to form a part of this Agreement or to relate thereto,
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings of the
parties relating thereto.

         24.5 No Waiver. Except as expressly provided in this Agreement, no
delay on the part of any party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof or as a waiver of any
other right, power or privilege hereunder, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise hereunder. Except as otherwise provided in this Agreement, the
rights and remedies of


                                       68
<PAGE>


each party under this Agreement are cumulative and are not exclusive of any
rights or remedies which the party may otherwise have at law or in equity.

         24.6 Counterparts. This Agreement may be executed (a) in counterparts,
a complete set of which together shall constitute an original and (b) in
duplicates, each of which shall constitute an original. Copies of this Agreement
showing the signatures of the respective parties, whether produced by
photographic, digital, computer, or other reproduction, may be used for all
purposes as originals.

         24.7 Successors and Assigns. This Agreement (and all terms thereof,
whether so expressed or not), shall be binding upon the respective successors,
permitted assigns and legal representatives of the parties and shall inure to
the benefit of and be enforceable by the parties and their respective
successors, permitted assigns and legal representatives.

         24.8 Jurisdiction; Venue. Each party (and each permitted assignee of
any party) irrevocably submits to the jurisdiction of the courts of (and service
of process in) the State of New York and agrees that any action or proceeding
arising out of or relating to this Agreement may be brought and/or defended in
such courts.

         24.9 Invalidity of Certain Provisions. If any term, covenant, condition
or provision of this Agreement is determined by a final judgment to be invalid
or unenforceable, the remaining terms, covenants, conditions and provisions of
this agreement shall not be affected thereby; and each other term, covenant,
condition and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

         24.10 No Third Party Beneficiaries. Nothing in this Agreement, express
or implied, is intended: (a) to confer on any Person -- other than the parties
hereto -- any rights, obligations, liabilities, or remedies; or (b) to waive any
claim or right of any party hereto against any Person who is not a party hereto.

         24.11 Construction. This Agreement shall be construed without regard to
any presumption requiring construction against the party drafting this
Agreement. The captions of this instrument are for convenience and do not define
or limit the provisions of this Agreement.

         24.12 No Personal Liability. It is expressly understood and agreed,
anything herein to the contrary notwithstanding, that in no event will the
members, partners, shareholders, directors, officers, agents, employees or
managers, of any party have any personal liability for the obligations of such
party under this Agreement or any of the Closing Instruments.

         24.13 Clarification of Use of Defined Terms Sumitomo and SLR. The
defined terms Sumitomo and SLR are used interchangeably throughout this
document. Each of them agrees that a reference to one of them will also include
a reference to the other of them to the extent necessary for each of them to
perform its obligations under this Agreement.

         24.14 Prevailing Party's Attorney's Fees. In connection with any Legal
Proceeding initiated by a party hereto against any other party hereto and
arising out of this Agreement or any Closing Instrument, the prevailing party
shall be entitled to recover the Fees-and-Costs actually


                                       69
<PAGE>


incurred in connection with such Legal Proceeding from the other party or
parties. The provisions of this section shall survive the Closing or the
termination of this Agreement.

         24.15 Termination; Survival.

                  (a) In the event that any party elects to terminate this
         Agreement as permitted hereunder, this Agreement shall terminate with
         respect to the applicable Properties effective as of the date that such
         party's notice is given, and neither party shall have any further
         rights, obligations or liabilities hereunder with respect to the
         applicable Properties except under the following Sections of this
         Agreement, which shall be deemed to survive any termination of this
         Agreement (as a whole or with respect to one or more Properties) for a
         period of six years: Sections 4.6, 8.5(b), 13.1, 13.5, 17.3(b), 22.3,
         24.2, 24.7, 24.8, 24.9, 24.10, 24.11, 24.12, 24.13, 24.14 and 24.15 and
         Article 23, For the avoidance of doubt, in the event this Agreement is
         terminated as to less than all of the Properties as permitted herein,
         this Agreement shall remain in full force and effect in all respects as
         to each Property which is not the subject of a termination hereunder.

                  (b) Notwithstanding Section 13.2(c) above, the following
         provisions of this Agreement shall survive the Closing of the
         applicable Property for a period of six years: Sections 3.1(d), 4.4(d),
         4.5, 4.6, 13.3, 13.4, 13.5, 14.1, 17.3(b) and 22.3, and Articles 19, 23
         (other than Section 23.l), and 24 (other than Section 24.17).

         24.16 Cooperation. After the Second Closing, the Partnership agrees to
cooperate with SLR, its Affiliates and advisors (at no material expense to the
Partnership) and provide SLR, its Affiliates and advisors with access to records
relating to the LePatner and Associates Lease to enable SLR to defend the
LePatner litigation after Closing.

         24.17 District of Columbia Disclosures. SLR (on behalf of the Current
Owners) indicates that the characteristic of the soil on the premises hereby
conveyed is Urban land as described by the Soil Conservation Service of the
United States Department of Agriculture in the Soil Survey of the District of
Columbia published in 1976 and as shown on the Soil Maps of the District of
Columbia at the back of that publication. For further information, the
Partnership can contact a soil testing laboratory, the District of Columbia
Department of Environmental Services or the Soil Conservation Service of the
Department of Agriculture. This Section is intended solely to comply with D.C.
Code Ann. Section 42-608 (2003) and (to the maximum extent permitted by
applicable law) neither SLR nor any Current Owner shall be deemed to have made
any representation with respect to the subject matter of this Section or to have
any liability hereunder to Hines or the Partnership with respect to any
inaccuracy, untruth or incompleteness in this Section.

                            [SIGNATURE PAGE FOLLOWS]


                                       70
<PAGE>
          IN WITNESS WHEREOF, Hines, the Partnership and SLR have executed and
delivered this Agreement as of the date first set forth above.


                                   HINES INTERESTS LIMITED PARTNERSHIP

                                   By: Hines Holdings, Inc.,
                                       its general partner

                                   By: /s/ JEFFREY C. HINES
                                       -----------------------------------------
                                       Jeffrey C. Hines
                                       President


                                   HINES US CORE OFFICE PROPERTIES LP

                                   By: Hines US Core Office Capital LLC,
                                       its general partner


                                       By: Hines Interests Limited Partnership,
                                           its sole member

                                           By: Hines Holdings, Inc.,
                                               its general partner

                                           By: /s/ JEFFREY C. HINES
                                               ---------------------------------
                                               Jeffrey C. Hines
                                               President


                                   SUMITOMO LIFE REALTY (N.Y.), INC.

                                   By:  /s/ NORIO MORIMOTO
                                       -----------------------------------------
                                       Norio Morimoto
                                       President
<PAGE>
          The following party signs below to evidence its agreement with the
terms of, and to agree to be bound by, and to perform its obligations under,
this Amended and Restated Master Agreement.

                                                  SLR INVESTMENTS INC.


                                                  By: /s/ NORIO MORIMOTO
                                                      -------------------------
                                                      Norio Morimoto
                                                      President
<PAGE>
                            AMENDMENT TO AMENDED AND
                            RESTATED MASTER AGREEMENT

         THIS AMENDMENT TO AMENDED AND RESTATED MASTER AGREEMENT (this
"Amendment") dated as of July 22, 2003 between HINES INTERESTS LIMITED
PARTNERSHIP, a Delaware limited partnership ("Hines") and HINES US CORE OFFICE
PROPERTIES LP, a Delaware limited partnership (the "Partnership"), each having
and address at 2800 Post Oak Boulevard, Houston, Texas 77056-6118, and SUMITOMO
LIFE REALTY (N.Y.), INC., a New York corporation ("SLR"), having an address at
Manhattan Tower, 101 East 52nd Street, 2nd Floor, New York, New York 10022.


                             INTRODUCTORY STATEMENT

         Hines, the Partnership and SLR are parties to that certain Amended and
Restated Master Agreement dated as of March 31, 2003, as amended by that certain
letter agreement dated June 26, 2003 between Hines, the Partnership and SLR
(collectively, the "Master Agreement"). Words and phrases used but not defined
in this Amendment shall have the meanings set forth in the Master Agreement.

         The Master Agreement provides that at the First Closing, Sumitomo will
receive Trust shares with a value equal to 19.9% of the Initial Fund Equity plus
cash, and that Hines will contribute cash to the Fund equal to the excess of
80.1% of the Initial Fund Equity over Third Party Equity contributed at the
First closing.

         The First Closing is scheduled to occur on July 31, 2003. Although
Hines is negotiating a letter of intent (the "LOI") with General Motors Asset
Management ("GMAM") (the most current draft of which is attached hereto as
Exhibit "5") concerning a possible equity investment to be made in the
Properties by General Motors Pension Trust or any fund consisting of General
Motors Pension Trust and other U.S. pension plans which fund is advised by GMAM
(collectively, the "Potential Investor"), the terms of such an investment have
not yet been finalized by Hines or approved by SLR. The parties intend to work
in good faith (without obligation) to revise the Fund structure (such revised
structure, the "Proposed Fund") to permit investment in the Proposed Fund by the
Potential Investor by August 5, 2003, as more particularly described in the LOI;
however, the parties acknowledge that Hines may not be able to reach a final
agreement with the Potential Investor by August 5, 2003, or the terms of such
agreement may not be acceptable to SLR.

         In order to complete the First Closing by August 5, 2003, Hines, the
Partnership and SLR have agreed to amend the Master Agreement as set forth below
so that in the event Hines does not reach an agreement with the Potential
Investor, or the agreement that is reached is not acceptable to SLR (in its sole
discretion), or the parties cannot agree upon further amendments to the Master
Agreement which are required by Hines or SLR in its sole discretion in
connection with the final agreement with the



<PAGE>
Potential Investor, at the First Closing: (1) if Hines has not reached a final
agreement with the Potential Investor, the First Closing Properties will be
contributed to the Partnership and Sumitomo will receive Trust shares with a
value equal to 51% of the Initial Fund Equity and cash in an amount equal to the
Agreed Valuations of the First Closing Properties minus the value of such
shares, and Hines will contribute cash to the Fund equal to 49% of the Initial
Fund Equity or (2) if Hines reaches a final agreement with the Potential
Investor which is not acceptable to SLR, or parties cannot agree upon further
amendments to the Master Agreement required by Hines or SLR in its sole
discretion in connection with the final agreement, then Hines, its Affiliate,
the Partnership, or an entity in which Hines and/or its Affiliates are equity
owners (including Potential Investor) will acquire the First Closing Properties
for cash only (and will become obligated to purchase the Second Closing Property
for cash only at the Second Closing), all as more particularly described in this
Amendment.

         Hines will continue its efforts to raise equity for the Fund (as the
same may be restructured as provided herein), and the parties hope that by
October 31, 2003, Hines will raise at least $250 million in Third Party Equity
(in addition to any funds that may be raised from the Potential Investor),
although Hines, the Partnership and HREH will remain obligated as set forth
below whether or not Third Party Equity is raised from the Potential Investor or
other sources.

         In addition, the parties wish to amend and/or clarify certain other
matters relating to the Master Agreement, as described in this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:

         1. Closing Options.

                  (a) Hines shall regularly inform SLR as to the status of (and
     to the extent appropriate, include SLR and its counsel in) Hines'
     negotiations with the Potential Investor, and Hines shall provide SLR with
     all drafts of proposed documentation relating to the Potential Investor's
     investment in the Proposed Fund. Hines shall have the right, in its sole
     discretion, to accept or reject any agreements relating to the terms of an
     investment by the Potential Investor. Hines shall notify Sumitomo prior to
     the First Closing Date whether Hines has reached a final agreement with the
     Potential Investor (and if a deal has been reached, Hines shall provide SLR
     with copies of the most recent versions of the transaction documents and
     shall advise SLR in such notice whether such documents are in final form).
     In the event that Hines reaches an agreement with the Potential Investor
     which is acceptable to SLR in its sole discretion, SLR shall so notify
     Hines and the Closings shall take place as described in paragraph 2 below
     (the "GM Closing", as defined below). (However, if Hines does not deliver
     final forms of transaction documents with its notice described above, any
     approval of such transaction by SLR shall be subject to its review and
     approval of the final transaction documents with respect thereto.) In the
     event that Hines reaches an


                                        2
<PAGE>
     agreement with the Potential Investor which is not acceptable to SLR (in
     its sole discretion), or the parties cannot agree upon further amendments
     to the Master Agreement required by Hines or SLR in its sole discretion in
     connection with such agreement (as described in paragraph 2(a) below) SLR
     shall so notify Hines prior to the First Closing Date and Hines, its
     Affiliate, the Partnership, or an entity in which Hines and/or its
     Affiliates and Potential Investor are equity owners, or a wholly-owned
     subsidiary of any of them (each, and "Acquiring Entity") shall purchase the
     First Closing Properties on the First Closing Date for cash only, and upon
     the exercise of such option Hines shall become obligated to cause another
     Acquiring Entity to purchase the Second Closing Property for cash only
     (collectively, the "Cash Closing"), all upon the terms described in
     subparagraphs (b), (c) and (f) below, and the Master Agreement shall be
     deemed modified accordingly. In the event that Hines fails to reach a final
     agreement with the Potential Investor it shall so notify SLR, and SLR shall
     contribute the First Closing Properties to the Partnership on the First
     Closing Date for combination of cash and Shares, and on the Second Closing
     Date shall contribute the Second Closing Property to the Partnership for a
     combination of cash and Shares, upon the terms described in subparagraphs
     (d), (e) and (f) below (the"51-49 Closing"). (For purposes of
     clarification, if Hines notifies SLR pursuant to this Section that is has
     selected (or is deemed to have selected) the GM Closing and thereafter
     Hines is unable to conclude the transaction with Potential Investor or to
     obtain SLR's approval of such transaction, Hines shall be permitted to
     withdraw its notice and select another Closing Option prior to the First
     Closing Date.)

                  (b) In the event of a Cash Closing, notwithstanding anything
     to the contrary in the Master Agreement, the following transactions will
     take place. At the First Closing:

                           (i) Sumitomo shall convey the First Closing
                  Properties to an Acquiring Entity designated by Hines (which
                  Acquiring Entity shall be deemed an SPE Owner);

                           (ii) Sumitomo shall receive cash in an amount equal
                  to the Agreed Valuations for the First Closing Properties via
                  Wire Transfer, less $45 million (the "First Post-Closing
                  Payment"), subject to adjustment under Section 3.1(d) and
                  Article 16 of the Master Agreement, and Sumitomo shall not
                  receive Shares;

                           (iii) the Acquiring Entity shall pay via Wire
                  Transfer the First Post-Closing Payment to Sumitomo, not later
                  than December 31, 2003, with interest at a rate per annum
                  equal to the one-month London Interbank Offered Rate on the
                  First Closing Date (and adjusted on the first day of each
                  month thereafter until the date of payment) plus 375 basis
                  points, calculated form the First Closing Date to the date of
                  payment, the obligation to pay these amounts shall be
                  evidenced by a promissory note or other instrument acceptable
                  to SLR in its sole discretion made by the Acquiring Entity,
                  its REIT parent company, or a credit-worthy Hines



                                        3

<PAGE>
Affiliate in favor of Sumitomo and delivered to SLR at Closing, and HREH shall
guaranty the repayment of all amounts due pursuant to such promissory note or
other instrument under the HREH Guaranty;

         (iv) the closing conditions shall be those conditions set forth in
Sections 6.1 and 7.1 of the Master Agreement which apply to the conveyance of
the First Closing Properties for cash and without regard to the formation of the
Fund or any Alternate Fund (as defined below), and the satisfaction of Hines'
and the Partnership's obligations relating to the formation of the Fund shall
not be conditions to closing (without limiting the foregoing, the conditions in
Sections 6.1(c), (d), (f), (i), (j), (m) and (o), and Section 7.1(f), shall not
apply and the conditions in Sections 6.1(a) and (b) shall be deemed to apply to
the Acquiring Entity);

         (v) subject to paragraph 17(a) hereof, SLR shall have the rights
(described in the Master Agreement and the Exhibits thereto) to participate in
the management of the Fund or similar rights with respect to any fund or other
investment vehicle developed by Hines and/or the Acquiring Entity with respect
to the First Closing Properties (including the Proposed Fund), whether or not
similar to the Fund (an "Alternate Fund"), and regardless of whether Sumitomo
makes an equity investment in the Fund or Alternate Fund, but in such event the
Fund or Alternate Fund may not use the "Sumsei" or "Sumitomo" names without the
prior written consent of SLR (which may be granted or withheld in SLR's sole
discretion);

         (vi) (I) as a condition to Sumitomo's obligation to close, the
Partnership shall assign to the Acquiring Entity (if other than the
Partnership), and the Acquiring Entity shall assume in writing (in form
reasonably acceptable to SLR), all rights, obligations and liabilities of the
Partnership, the Trust and the SPE Owners under the Master Agreement as
applicable to the First Closing Properties and shall make the same
representations and warranties with respect to such Acquiring Entity as Hines,
the Trust and the Partnership have made with respect to themselves in the Master
Agreement (modified as necessary to reflect the organizational structure of the
Acquiring Entity), (II) Hines and the Partnership shall not be relieved of any
of their respective obligations under the Master Agreement, (III) all
indemnities and releases relating to the Fund and the offer and sale of
Interests in Section 4.6 shall be deemed to apply, also, to any Alternate Fund,
and the Acquiring Entity shall have the same rights, obligations and liabilities
thereunder as the Partnership, and such indemnities and releases shall remain in
full force and effect and survive the Closings, and (IV) the Acquiring Entity,
Hines and the Partnership shall exercise their rights and remedies under the
Master Agreement jointly, and the Acquiring Entity shall be liable for its
obligations under Article 13 of the Master Agreement (but shall not be liable
for the obligations thereunder of Hines, the Partnership (to the extent
Acquiring Entity has not assumed the obligations of the


                                       4
<PAGE>
         Partnership) and/or the Acquiring Entity which acquires the Second
         Closing Property), and the limits on liability (and limits on recovery
         of damages) in the Master Agreement shall apply on an aggregate basis
         to both Acquiring Entities, Hines and the Partnership;

                  (vii) the Advisory Agreement shall be executed and delivered
         with respect to the Fund (or an agreement with the same rights in favor
         of SLR shall be executed and delivered with respect to the Alternate
         Fund), and SLR shall have the right to market interests in the Fund or
         any Alternate Fund in Asia;

                  (viii) SLR shall have no right to approve the terms of any
         financing obtained by the Acquiring Entity (but obtaining financing on
         terms satisfactory to Hines in its sole discretion shall be a condition
         to the Acquiring Entity's obligation to close);

                  (ix) SLR shall cause the Current Owner to pay real property
         transfer and recordation taxes relating to the conveyance of the First
         Closing Properties to the Acquiring Entity in accordance with Section
         14.1; and

                  (x) except as provided herein, the closing shall take place
         pursuant to the terms and conditions of the Master Agreement, as
         amended hereby.

         (c) In the event of a Cash Closing, the Second Closing will occur on
the same terms as those described above, as applicable to the Second Closing
Property, except that:

                  (i) the Second Closing Date shall be February 2, 2004;

                  (ii) Hines shall designate another Acquiring Entity to acquire
         the Second Closing Property, and at the Second Closing, in
         consideration for the conveyance of the Second Closing Property to such
         Acquiring Entity Sumitomo shall receive via Wire Transfer, cash in an
         amount equal to the Agreed Valuation for the Second Closing Property,
         less $25 million (the "Second Post-Closing Payment"), subject to
         adjustment under Article 16 of the Master Agreement;

                  (iii) the Acquiring Entity shall pay via Wire Transfer the
         Second Post-Closing Payment to Sumitomo, not later than July 31, 2004,
         with interest at a rate per annum equal to the one month London
         Interbank Offered Rate on the Second Closing Date (and adjusted on the
         first day of each month thereafter until the date of payment) plus 375
         basis points, calculated from the Second Closing Date to the date of
         payment, the obligation to pay these amounts shall be evidenced by a
         promissory note or other instrument satisfactory to SLR in its sole
         discretion made by the Acquiring Entity, its REIT parent company, or
         credit-worthy Hines



                                       5
<PAGE>
         Affiliate in favor of Sumitomo and delivered to SLR at Closing, and
         HREH shall guaranty the repayment of all amounts due pursuant to such
         promissory note or other instrument under the HREH Guaranty;

                  (iv) Section 3.4, the second, third and last sentences of
         Section 3.5, and Sections 4.4(b) and (d) shall not apply to the Second
         Closing, the conditions in Sections 6.1(c), (d), (f), (i), (m), and (p)
         and Section 7.1(f)) shall not apply to the Second Closing, and the
         conditions in Sections 6.1(a) and (b) shall be deemed to apply to the
         Acquiring Entity;

                  (v) (I) as a condition to Sumitomo's obligation to close, the
         Partnership shall assign to the Acquiring Entity (if other than the
         Partnership), and the Acquiring Entity shall assume in writing (in form
         reasonably acceptable to SLR), all rights, obligations and liabilities
         of the Partnership, the Trust and the SPE Owners under the Master
         Agreement as applicable to the Second Closing Property and shall make
         the same representations and warranties with respect to Acquiring
         Entity as Hines, the Trust and the Partnership have made with respect
         to themselves in the Master Agreement (modified as necessary to reflect
         the organizational structure of the Acquiring Entity), (II) Hines and
         the Partnership shall not be relieved of any of their respective
         obligations under the Master Agreement, (III) the Acquiring Entity
         shall have the same rights, obligations and liabilities under Section
         4.6 of the Master Agreement as the Partnership, and (IV) the Acquiring
         Entity which acquires the First Closing Properties, the Acquiring
         Entity which acquires the Second Closing Property, Hines and the
         Partnership shall exercise their rights and remedies under the Master
         Agreement jointly, and the Acquiring Entity which acquires the Second
         Closing Property shall be liable for its obligations under Article 13
         of the Master Agreement (but shall not be liable for the obligations of
         Hines, the Partnership (to the extent Acquiring Entity has not assumed
         the obligations of the Partnership) and/or the other Acquiring Entity
         thereunder), and the limits on liability (and limits on recovery of
         damages) in the Master Agreement shall apply on an aggregate basis to
         both Acquiring Entities, Hines and the Partnership.

         (d) In the event of a 51-49 Closing, the following transactions will
take place at the First Closing, Sumitomo will contribute the First Closing
Properties to the Partnership in consideration for Class B Common Shares with a
value equal to 51% of the Initial Fund Equity, and cash in an amount equal to
the Agreed Valuations for the First Closing Properties minus the value of such
Shares. At the First Closing, Hines will or will cause one or more of its
Affiliates to contribute cash to the Trust and/or the Partnership in an amount
equal to 49% of the Initial Fund Equity. The parties acknowledge that Third
Party Equity will not be contributed to the Fund at the First Closing, but that
Hines will continue its efforts to raise Third Party Equity, as described in the
Master Agreement (provided, however, in no event will the failure to raise Third
Party Equity be deemed a breach or default by Hines or the Partnership under the
Master



                                       6
<PAGE>

Agreement nor will Hines or the Partnership be subject to any liability as a
result of such failure, but such failure shall not relieve the Partnership from
the obligation to complete the First Closing). It is the parties' hope that
sufficient Third Party Equity will be raised to make the redemptions described
in Section 3.4 of the Master Agreement on or before September 30, 2003.

         (e) Unless the Cash Closing or the GM Closing (as defined in paragraph
2(a) below) takes place pursuant to the terms of this Amendment, the Closings
shall take place pursuant to the terms of the Master Agreement, as amended by
this Amendment. The Master Agreement is hereby amended as follows to reflect
the matters described in subparagraph 1(d) above (and except as set forth in
subparagraph 1(d) and this subparagraph 1(e), the 51-49 Closing will take place
pursuant to the terms of the Master Agreement):

             (i) In the Introductory Statement, in the fifth paragraph, the
         words "July 31, 2003" are hereby deleted and replaced with the words
         "October 31, 2003", and in the eleventh paragraph, third line, the
         words "19.9% interest in the Fund, not to exceed $25 million" are
         hereby deleted and replaced with the words "51% interest in the Fund,
         not to exceed $45 million."

             (ii) In Section 3.1(a), fifth line, the number "19.9%" is hereby
         deleted and replaced with the number "51%".

             (iii) In Section 3.1(a), ninth and tenth lines, the words "$25
         million, or represent more than 50% of the total Fund equity at any
         time" are hereby deleted and replaced with the words "$45 million".

             (iv) In Section 3.1(b), fourth line, the words "the excess of (i)
         "80.1%" are hereby deleted and replaced with the words "49%".

             (v) In Section 3.1(b), tenth through twelfth lines, the words "over
         (ii) the aggregate amount of capital contributed to the Trust and/or
         the Partnership by Third Party Investors ("Third Party Equity") at the
         First Closing" are hereby deleted and replaced with the following: "The
         parties acknowledge that Third Party Investors may not contribute
         capital to the Trust and/or the Partnership ("Third Party Equity") at
         the First Closing, but that Hines will continue to seek Third Party
         Equity as described in this Agreement (provided, however, in no event
         will the failure to raise Third Party Equity be deemed a breach or
         default by Hines or the Partnership hereunder nor will Hines or the
         Partnership be subject to any liability as a result of such failure,
         but such failure shall not relieve the Partnership from the obligation
         to complete the First Closing.)"

             (vi) In Section 3.1(b), the last sentence thereof is hereby
         deleted and replaced with the following sentence: "Of the Hines
         Contribution Amount, Hines or its Affiliate will contribute a
         sufficient amount to the

                                       7
<PAGE>
         Trust so that Hines and its Affiliates hold, in the aggregate, at least
         1% of the total number of Common Shares outstanding immediately after
         the First Closing, with the remainder of the Hines Capital Contribution
         being contributed to the Partnership or the Trust (as determined by
         Hines in its sole discretion)."

                  (vii) In Section 4.3: (I) in the first and last sentences, the
         words "July 31, 2003" are hereby deleted and replaced with "October 31,
         2003"; (II) in Section 4.3(a) the words "(GM only)" are inserted after
         "#1", and the words "July 31,2003" are hereby deleted and replaced with
         "August 5, 2003"; (III) in Section 4.3(b), the words "(simultaneously
         with the Second Closing)" are hereby deleted; (IV) in Section 4.3(c),
         the words "December 31,2003" are hereby deleted and replaced with
         "October 31,2003"; and (V) the following is hereby added as a new
         Section 4.3(d): "Third Party Equity Closing #4; December 31, 2003."

         (f) For the avoidance of doubt, this Amendment shall not be deemed to
release or reduce the obligations of HREH under the HREH Guaranty, except that
if a Cash Closing occurs, no Initial Sumitomo Shares or Second Sumitomo Shares
will be issued and in such event the HREH Guaranty will not cover the purchase
of such Shares by Hines. Hines acknowledges that as a result of this Amendment,
HREH's obligations under the HREH Guaranty will increase, since, as applicable:
(i) the value of the Initial Sumitomo Shares which Hines may be required to
purchase under Section 4.4(d) of the Master Agreement is increased as a result
of the changes in the structure of the transactions described in this paragraph
1 and paragraph 2 below, and (ii) the HREH Guaranty will also include and
guaranty all of the obligations of: (A) the Acquiring Entity with respect to the
First Post-Closing Payment and the Second Post-Closing Payment; (B) Hines and
the Partnership under the new Section 4,4(f) of the Master Agreement as set
forth below; and (C) Hines and the Partnership under paragraph 16 below, as
applicable.

         2.       Third Party Equity; Potential Investor.

         (a) As of the date hereof, Hines has not yet obtained agreements from
Third Party Investors to contribute equity to the Fund, and this Amendment
contemplates that Third Party Equity may not be available at the First Closing.
However, the parties acknowledge that Hines is negotiating the LOI regarding a
possible major equity investment in the Proposed Fund. In the event that Hines
and the Potential Investor fail to reach a final agreement on the terms of the
Potential Investor's investment in the Proposed Fund prior to the First Closing
Date, such failure shall not be deemed a default or breach by Hines or the
Partnership or the failure of a Closing condition under the Master Agreement,
and the parties shall proceed to a 51-49 Closing on the First Closing Date, as
described in paragraph 1 above. If, however, Hines and the Potential Investor
reach a final agreement for the Potential Investor's investment prior to the
First Closing Date and such final agreement is acceptable to SLR (in SLR's sole

                                       8

<PAGE>


discretion), then assuming that no further amendments to the Master Agreement
are required by SLR or Hines (as described below), each being able to require
the same in its sole discretion, the Closings shall take place as provided in
subparagraphs (b) and (c) below (collectively, the "GM Closing") and the Master
Agreement shall be deemed modified accordingly. In the event that the final
agreement between Hines and the Potential Investor is acceptable to SLR (in
SLR's sole discretion) but Hines or SLR (each in its sole discretion) determines
that such final agreement contains terms which it wishes to address in the
Master Agreement, the parties agree to work in good faith (without obligation)
to further amend the Master Agreement prior to the First Closing Date to reflect
the final agreement and make the final agreement and Master Agreement
consistent. Notwithstanding anything to the contrary in this paragraph 2,
however, in no event shall any party have any obligation to agree to any further
amendments to the Master Agreement, or any liability to any other party as a
result of its failure or refusal to agree to any further amendments to the
Master Agreement, it being understood that each party has the right in its sole
discretion to agree (or refuse to agree) to any such amendments. If, after a
final agreement has been reached by Hines and the Potential Investor, and SLR or
Hines has determined that further amendments to the Master Agreement are
required, and Hines, the Partnership and SLR fail to agree prior to the First
Closing Date to such amendments, such failure to agree shall not be deemed a
breach or default by Hines, the Partnership or SLR or the failure of a Closing
condition under the Master Agreement, and in such event the Cash Closing shall
occur. Notwithstanding anything to the contrary in this Amendment, in no event
shall the LOI be deemed a part of the Master Agreement (as amended by this
Amendment), nor shall SLR be deemed to have approved the terms of the LOI, it
being understood that SLR shall not be deemed to have approved the LOI or any of
the terms and conditions thereof unless and until SLR has reviewed and approved
(in its sole discretion) all documentation relating to the Potential Investor's
investment, the structure of the Proposed Fund, and the other matters described
in the LOI, and the parties shall have executed and delivered all further
amendments to the Master Agreement (if any) required by SLR (in its sole
discretion) in connection with the agreement with the Potential Investor. In no
event shall GMAM, the Potential Investor or any other GM affiliate be deemed a
third party beneficiary of the Master Agreement (as amended by this Amendment).
In no event shall this paragraph 2 be deemed an agreement by any party to
adjourn any Closing Date in order to permit a simultaneous Third Party Equity
closing.

         (b) In the event of a GM Closing, notwithstanding anything to the
contrary in the Master Agreement, the following transactions will take place. At
the First Closing:

                  (i) Sumitomo shall contribute the First Closing Properties to
         REIT Co #l (as defined in the LOI), or to one or more of its
         wholly-owned subsidiaries (which shall be deemed SPE Owners);

                                        9


<PAGE>


         (ii) in consideration for the contribution of the First Closing
Properties, Sumitomo shall receive (I) shares in REIT Co #1 having a value equal
to the lesser of 24.5% of the total initial equity of REIT Co #1 and $45
million, which shares shall provide rights which, considered together with asset
management fees payable to Hines or an Affiliate of Hines by REIT Co #l and/or
SLR under the terms of the definitive documentation entered into at the GM
Closing, are no less favorable to SLR than those provided by the Initial
Sumitomo Shares (including the Class E Preferred Shares considered together with
the asset management fee payable to the General Partner under the terms of the
Partnership Agreement) to be issued to Sumitomo under the current terms of the
Master Agreement ("Sumitomo REIT Co #l Shares") plus (II) cash in an amount
equal to the Agreed Valuations of the First Closing Properties less the value of
the Sumitomo REIT Co #l Shares, subject to adjustment under Section 3.1(d) (in
the same manner as the Initial Sumitomo Payment) and Article 16 of the Master
Agreement;

         (iii) the rights and obligations set forth in the Master Agreement (as
amended hereby) with respect to the Initial Sumitomo Shares (including but not
limited to Hines' obligations to cause the redemption of, or to purchase, such
shares under Section 4.4(d) of the Master Agreement and the obligations under
the HREH Guaranty) shall apply to the Sumitomo REIT Co #l Shares;

         (iv) the closing conditions shall be those conditions set forth in
Sections 6.1 and 7.1 of the Master Agreement which apply to the conveyance of
the First Closing Properties, without regard to the formation of the Fund, and
the satisfaction of Hines' and the Partnership's obligations relating to the
formation of the Fund shall not be conditions to closing (without limiting the
foregoing, Section 4.4(b) shall not apply to the GM Closing, the conditions in
Sections 6.1 (c), (f), (i),(j), (m) and (o) and 7.1 (f) shall not apply to the
GM Closing, the conditions in Sections 6.1(a) and (b) shall be deemed to apply
to REIT Co #l and Sections 6.1(d) and (k) shall be deemed to apply to the New
Entities (as defined below));

         (v) the following shall be additional conditions to SLR's obligation to
consummate the First Closing:

                  (I) REIT Co #l shall have been formed as a Maryland real
         estate investment trust by the filing of a declaration of trust with
         the State Department of Assessments and Taxation of Maryland, the
         initial trustees shall have adopted the by-laws for REIT Co #l, and
         such REIT shall (A) qualify as a REIT pursuant to the Maryland REIT
         Law, and (B) meet all requirements to qualify as a REIT under Section
         856 of the Code (other than the requirements of Section 856(a)(5),
         856(a)(6) and 856(c)( 1));


                                       10

<PAGE>


                  (II) Holding Partnership (as such term is defined in the LOI)
         shall have been formed as a Delaware limited partnership by filing the
         certificate of limited partnership with the Delaware Secretary of State
         and executing and delivering the partnership agreement; Hines
         Affiliates shall have acquired general and limited partner interests in
         Holding Partnership; and Holding Partnership shall have acquired equity
         interests in REIT Co #1;

                  (III) Potential Investor shall acquire a 51% equity interest
         in REIT Co #1 for cash at the First Closing;

                  (IV) Hines or an Affiliate of Hines shall contribute cash to
         Holding Partnership and/or REIT Co #1 at the First Closing in an
         amount equal to the lesser of 24.5% of the total initial equity
         contributed to REIT Co #1 (directly and/or through the Holding
         Partnership) and $45 million;

         (vi) the names of REIT Co #1 and Holding Partnership shall each contain
the name "Sumisei";

         (vii) (I) as a condition to Sumitomo's obligation to close, the
Partnership shall assign to REIT Co #l, and REIT Co #l shall assume in writing
(in form reasonably satisfactory to SLR), all rights, obligations and
liabilities of the Partnership, the Trust and the SPE Owners under the Master
Agreement as applicable to the First Closing Properties and shall make the same
representations and warranties with respect to REIT Co #1 as Hines and the
Partnership have made with respect to themselves in the Master Agreement
(modified as necessary to reflect the organizational structure of REIT Co. #l);
(II) Hines and the Partnership shall not be relieved of any of their respective
obligations under the Master Agreement, (III) all indemnities and releases
relating to the Fund and the offer and sale of Interests in Section 4.6 of the
Master Agreement shall be deemed to apply, also to REIT Co #1, REIT Co #2, REIT
Co #3 (as defined in the LOI), Holding Partnership, and Hines Operating Limited
Partnership (as defined in the LOI) (collectively, the "New Entities") and the
offer and sale of interests therein; the New Entities shall (and as a condition
to Sumitomo's obligation to close REIT Co #1 and Holding Partnership shall
confirm in writing at the closing that they) have the same rights, obligations
and liabilities under Section 4.6 as the Partnership; and such indemnities and
releases shall remain in full force and effect and survive the Closings (it
being agreed that each of REIT Co #2, REIT Co #3 and Hines Operating Limited
Partnership shall confirm, by written agreement delivered to Sumitomo, its
rights, obligations .and liabilities under Section 4.6 of the Master Agreement
as soon as it is formed); and (IV) REIT Co #l, Hines and the Partnership shall
exercise their rights and remedies under the Master Agreement jointly; and REIT
Co #l shall be liable for its obligations under Article 13 of the Master
Agreement (but


                                       11

<PAGE>


         shall not be liable for the obligations thereunder of Hines and/or the
         Partnership (to the extent REIT Co #l has not assumed the obligations
         of the Partnership)), and the limits on liability (and limits on
         recovery of damages) in the Master Agreement shall apply on an
         aggregate basis to REIT Co #1, Hines and the Partnership;

                  (viii) SIX and one or more of the New Entities shall execute
         and deliver one or more agreements which provide SLR with the same
         rights and obligations with respect to the new investment structure as
         those currently contemplated, with respect to the Fund under the
         Advisory Agreement;

                  (ix) SLR, Hines and/or an Affiliate of Hines and/or one or
         more of the New Entities shall enter into one or more agreements and
         deliver such other documents (in such forms as are agreed by the
         parties in their sole discretion) as are necessary to give effect to
         the new investment structure and provide SLR with the same rights and
         obligations with respect to the new investment structure (including
         without limitation the payment by SLR, directly or indirectly, of asset
         management fees to Hines or an Affiliate of Hines with respect to the
         First Closing Properties) as those currently contemplated with respect
         to the Fund under the Master Agreement, including all Exhibits thereto;

                  (x) the contribution of Third Party Equity (other than that of
         the Potential Investor) shal1 not be a condition to closing; and

                 (xi) except as provided herein, the closing shall take place
         pursuant to the terms and conditions of the Master Agreement, as
         amended hereby.

         (c) In the event of a GM Closing, the Second Closing will occur on the
         same terms as those described in subsection (b) above, as applicable to
         the Second Closing, Property, except that:

                 (i) Sumitomo shah convey the Second Closing Property to REIT Co
         #3 or one of its wholly-owned subsidiaries (which shall be deemed an
         SPE Owner) in consideration for (I) a limited partnership interest in
         Holding Partnership having a value of $25 million (the "Sumitomo
         Partnership Units") which Sumitomo Partnership Units shall provide
         rights which, considered together with asset management fees payable to
         Hines or an Affiliate of Hines by Holding Partnership and/or SLR under
         the terms of the definitive documentation entered into on or before the
         Second Closing, are no less favorable to SLR than those provided by the
         Class A Shares and the corresponding Class E Preferred Shares
         (considered together with the asset management fee payable to the
         General Partner under the terms of the Partnership Agreement) to be
         issued to Sumitomo under the current terms of the Master Agreement,
         plus


                                       12

<PAGE>
(II) cash in an amount equal to the Agreed Valuation of the Second Closing
Property less the value of the Sumitomo Partnership Units, subject to adjustment
under Article 16 of the Master Agreement;

         (ii) the rights and obligations of Hines and its Affiliates set forth
in the Master Agreement (as amended hereby) with respect to the shares received
by Sumitomo at the Second Closing shall apply to the Sumitomo Partnership
Units;

         (iii) it shall be a condition to SLR's obligation to consummate the
Second Closing that:

                 (I) Holding Partnership, Potential Investor and SLR shall have
         agreed (in their respective sole discretion) upon the final forms of
         organizational documents for REIT Co #3, and Holding Partnership, Hines
         and SLR shall have agreed (in their respective sole discretion) upon
         the final forms of organizational documents for REIT Co #2 and Hines
         Operating Limited Partnership (which documents shall be in forms
         substantially similar to the forms of Trust Organization Documents
         and the Partnership Agreement and Certificate of Limited Partnership
         of the Partnership, respectively, modified as necessary to reflect
         the structure of the Proposed Fund); provided, however, that if SLR
         does not agree to the final forms of any of such organizational
         documents, then the Second Closing shall take place as a Cash Closing
         pursuant to the terms of paragraph 1(c) above (and the terms described
         in this paragraph 2(c) shall not apply to such Closing);

                 (II) REIT Co #3 shall have been formed as a Maryland real
         estate investment trust by the filing of a declaration of trust with
         the State Department of Assessments and Taxation of Maryland, the
         initial trustees shall have adopted the by-laws for such REIT, and such
         REIT shall (A) qualify as a REIT pursuant to the Maryland REIT Law, and
         (B) meet all requirements to qualify as a REIT under Section 856 of
         the Code (other than the requirements of Section 856(a)(5), 856(a)(6)
         and 856(c)(1)); and

                 (III) Potential Investor, other Third Party Investors, Holding
         Partnership and/or Hines or its Affiliates shall acquire at least an
         aggregate 37.5% equity interest (based upon the Agreed Valuation of the
         Second Closing Property and assuming a loan equal to 55% of such Agreed
         Valuation) in REIT Co #3 for cash at the Second Closing; provided,
         however, if no Third Party Equity (including Potential Investor) is
         available to make the cash payment to Sumitomo described in subsection
         (c)(i) above at the Second Closing, Hines shall so notify SLR prior to
         the Second Closing Date and SLR shall have the option (in its sole
         discretion)


                                       13

<PAGE>


          either to: (A) proceed with the Closing (pursuant to the terms and
          conditions of the Master Agreement, as amended hereby), in which event
          Hines or a Hines Affiliate shall be required to contribute all equity
          required to complete the Second Closing or (B) terminate the Master
          Agreement as to the Second Closing Property only, in which event the
          failure to obtain the necessary Third Party Equity shall be deemed the
          failure of a Closing condition (notwithstanding anything to the
          contrary in the Master Agreement (as amended hereby); and

                   (IV) Hines (or an Affiliate), Potential Investor and/or Third
          Party Investors have purchased or REIT Co #1 has fully redeemed, all
          Sumitomo REIT Co #l Shares (for the same price per share at which
          such Shares were issued to Sumitomo at the First Closing) at least 31
          days prior to the Second Closing Date;

          (iv) the closing conditions shall be those conditions set forth in
Sections 6.1 and 7.1 which apply to the conveyance of the Second Closing
Property, without regard to the formation of the Fund, and the satisfaction of
Hines' and the Partnership's obligations relating to the formation of the Fund
shall not be conditions to closing (without limiting the foregoing, Sections
4.4(b) and 4.4(f) shall not apply to the Second Closing, the conditions in
Sections 6.1 (c), (f), (i), (m) and (p) and 7.1 shall not apply to the Second
Closing, the conditions in Sections 6.1(a) and (b) shall be deemed to apply to
REIT Co #3, and Sections 6.1(d) and (k) shall be deemed to apply to the New
Entities);

          (v) (I) as a condition to Sumitomo's obligation to close, the
Partnership shall assign to REIT Co #3, and REIT Co #3 shall assume in writing
(in form reasonably satisfactory to SLR), all obligations and liabilities of the
Partnership, the Trust and the SPE Owners under the Master Agreement as
applicable to the Second Closing Property and shall make the same
representations and warranties with respect to REIT Co #3 as Hines and the
Partnership have made with respect to themselves in the Master Agreement
(modified as necessary to reflect the organizational structure of REIT Co #3),
(II) neither Hines nor the Partnership shall be relieved of any of their
respective obligations under the Master Agreement, and (III) REIT Co #1, REIT Co
#3, Hines and the Partnership shall exercise their rights and remedies under the
Master Agreement jointly, and REIT Co #3 shall be liable for its obligations
under Article 13 of the Master Agreement (but shall not be liable for the
obligations thereunder of Hines, the Partnership (to the extent REIT Co #3 has
not assumed the obligations of the Partnership), and/or REIT Co #1 thereunder),
and the limits on liability (and limits on recovery of damages) in the Master
Agreement shall apply on an aggregate basis to REIT Co #3, REIT Co #1, Hines and
the Partnership;

                                       14

<PAGE>


                  (vi) SLR, Hines and/or an Affiliate of Hines and/or one or
         more of the New Entities shall enter into one or more agreements and
         deliver such other documents (in such forms as are agreed by the
         parties in their sole discretion) as are necessary to accomplish the
         Second Closing and give effect to the new structure and provide SLR
         with the same rights and obligations with respect to the new investment
         structure (including without limitation the payment by SLR, directly or
         indirectly, of asset management fees to Hines or an Affiliate of Hines
         with respect to SLR's interest in the Holding Partnership) as those
         currently contemplated with respect to the Fund under the Master
         Agreement, including all Exhibits thereto;

                  (vii) it shall not be a condition to the Second Closing that
         the Bridge Loan is repaid (or that there are sufficient commitments for
         Third Party Equity to repay the Bridge Loan) or that Hines' equity is
         redeemed as contemplated by Section 3.4 of the Master Agreement;

                  (viii) notwithstanding paragraph 4(b) hereof, the Second
         Closing Date shall not be any date selected by Hines on or after
         October 31, 2003 and not later than February 2, 2004 (but in any event
         not less than 31 days after all of the Sumitomo REIT Co #1 Shares are
         purchased by Hines, its affiliate or Potential Investor or redeemed by
         REIT Co #1), which Second Closing Date shall be set forth in a notice
         specifying the date of such purchase or redemption delivered by Hines
         to SLR not later than ten days prior to the date of such purchase or
         redemption, but in no event shall the selection of any Second Closing
         Date by Hines affect the Closing condition in subsection (c)(iii)(IV)
         above or postpone the date of purchase or redemption of the Sumitomo
         REIT Co #l Shares under Section 4.4(d) of the Master Agreement; and

                  (ix) except as provided herein, the closing shall take place
         pursuant to the terms and conditions of the Master Agreement, as
         amended hereby.

                  (d) The Master Agreement is hereby amended as follows: "The
         Partnership and" is deleted from the beginning of the first sentence of
         Section 4.1.


                  3.       Required Purchase of Manhattan Tower.

                  (a) The following is hereby added to the Master Agreement as a
         new subsection 4.4(f):

                  "(i) If the First Closing occurs (with respect to one or more
         of the First Closing Properties) as a 51-49 Closing, but Hines is
         unable to raise sufficient Third Party Equity for the Partnership to
         purchase the Second Closing Property by the Second Closing Date, and,
         provided SLR



                                       15

<PAGE>


has not exercised its right to terminate this Agreement as to the Second Closing
Property in accordance with Section 4.4(b) hereof, but has instead elected to
extend the Second Closing Date to December 31,2003 pursuant to said Section
4.4(b), then in addition to Hines' obligations under Section 4.4(d), at
Sumitomo's option (to be exercised by giving notice to Hines on or before
January 9, 2004), the Partnership (or an SPE Owner designated by the
Partnership) shall purchase (and Sumitomo shall cause the Current Owner of the
Second Closing Property to sell to the Partnership or such designated SPE Owner)
the Second Closing Property on February 2, 2004. At the closing of title to the
Second Closing Property as provided in the preceding sentence (the "Buyout
Closing"), Sumitomo shall receive Class B Common Shares with a value of $25
million (the "Second Sumitomo Shares") (at the same price per share at which the
Initial Sumitomo Shares were issued at the First Closing) and the Second
Sumitomo Payment, as described in Section 3.5. However, in such event Hines
shall be required to purchase (or cause its Affiliate to purchase or the Trust
to redeem) all of the Second Sumitomo Shares for $25 million not later than
March 31, 2004; provided, however, that Hines shall have a one-time right to
extend this date (but not beyond July 31, 2004) upon notice given to SLR on or
before March 15, 2004. In the event of any such purchase by Hines or its
Affiliate or redemption by the Trust of the Second Sumitomo Shares, Sumitomo
shall provide the purchaser or the Trust with customary representations in the
assignment or redemption documentation that Sumitomo has not sold or encumbered,
and has good title to, such Shares.

                  (ii) Subject to the provisions of this Section 4.4(f), the
terms of and conditions to a Buyout Closing shall be the same as the terms of
and conditions to the Second Closing set forth herein, except that (A) in no
event shall the Partnership be entitled to postpone the Buyout Closing in order
to obtain the Bridge Loan or other funds required for the Buyout Closing and
Section 4.4(b) shall not apply to the Buyout Closing; (B) Section 6.1(c) shall
not be a condition to Sumitomo's or the Current Owner's obligation to close; (C)
Sections 6.1(i) and 7.1(f) and the conditions in the third and fifth sentences
of Section 3.4 shall not be conditions to the obligation of Hines, its
Affiliates, the Partnership, the General Partner, the SPE Owner and the Trust to
close; (D) the requirement in the proviso in the last sentence of Section 3.5
shall be deemed waived; (E) the net proceeds of Third Party Equity contributed
to the Fund after the Buyout Closing (and of all additional Permanent Financing
obtained by the Fund after the Second Closing) shall be applied first to the
redemption of the Second Sumitomo Shares (unless Hines has elected or is
obligated hereunder to purchase the Second Sumitomo Shares); and (F) the
conditions, limitations and requirements of Section 4.1(a) and in the second
sentence of Section 4.4(a) shall be deemed waived. For the avoidance of doubt,
in no event shall the failure to raise sufficient Third Party Equity (or the
failure to obtain funds which Third

                                       16





<PAGE>

                           Party Investors have agreed to contribute) relieve
                           the Partnership from the obligation to complete the
                           Buyout Closing.

                           (iii) HREH shall guaranty the obligations of the
                  Partnership and Hines under this Section 4.4(f) pursuant to
                  the HREH Guaranty.

                           (iv) In the event of a Buyout Closing, references in
                  the Master Agreement to the Second Closing (as amended hereby)
                  shall be deemed references to the Buyout Closing, references
                  to the Closing shall be deemed to include, as applicable, the
                  Buyout Closing, and references to the Closing Date shall be
                  deemed to include, as applicable, the date of the Buyout
                  Closing."

                  (b) The parties hereto acknowledge that it will be necessary
         to amend the Declaration of Trust in order to permit the issuance of
         additional Class B Shares at a Buyout Closing and the preferential
         redemption of such shares as described in subparagraph 3(a) above. In
         the event of a Buyout Closing, at or prior to Closing Hines and the
         Partnership shall obtain and deliver to SLR (at no expense to SLR) an
         amendment to the Declaration of Trust in form reasonably satisfactory
         to Sumitomo which permits the issuance of additional Class B Shares to
         Sumitomo and the preferential redemption of such shares described in
         subparagraph 3(a) above (and which does not affect any of the rights of
         Sumitomo under the Master Agreement (as amended hereby), the Trust
         Organization Documents, the Partnership Agreement or any other
         agreements relating to the transactions described in the Master
         Agreement (as amended hereby)). In the event that Hines and the
         Partnership cannot or do not obtain such amendment, then the Buyout
         Closing shall occur as described in subparagraph 3(a) above, except
         that in lieu of Class B Shares, Class A Shares with a value of $25
         million (at the same price per share at which the Initial Sumitomo
         Shares were issued at the First Closing) shall be issued to Sumitomo
         and Hines shall be obligated to purchase (or to cause its Affiliate to
         purchase) such shares as if such shares were the Class B Shares
         described in subparagraph 3(a) above. The failure of Hines and the
         Partnership to obtain the above-described amendment to the Declaration
         of Trust shall not relieve Hines or the Partnership from its obligation
         to complete the Buyout Closing and the purchase of the shares received
         at such closing.

                  (c) The Master Agreement is hereby amended as follows to
         reflect the matters described in subparagraph 3(a) above:

                           (i) The form of HREH Guaranty set forth in Exhibit
                  "F" to the Master Agreement is hereby deleted in its entirety
                  and replaced with the form of HREH Guaranty set forth in
                  Exhibit "1" hereto.

                           (ii) In Section 1.l of the Master Agreement, in the
                  definition of HREH Guaranty, the words "under Sections 3.1(d)
                  and 4.4(d) of this Agreement" are hereby deleted.



                                       17
<PAGE>


                          (iii) In Section 4.1(c), the following words are
                 hereby added to the end of the paragraph "or the Partnership's
                 ability to purchase the Second Closing Property or the
                 redemption or purchase of the Shares received by Sumitomo at
                 the Second Closing or Buyout Closing."

                           (iv), In Section 4.4(d), the last two sentences are
                  hereby deleted.

                  (d) Hines and SLR hereby amend the form of Declaration of
         Trust, attached to the Master Agreement as Exhibit "B", as follows to
         reflect the matters described in subparagraph 3(a) above: in Section
         6.3(a)(v), after the words "the Initial Asset Group" the following
         words shall be added: "or otherwise in connection with the transactions
         described in that certain Amended and Restated Master Agreement dated
         as of March 31,2003 between SLR, Hines and the Partnership".

                  4. First Closing Date; Second Closing; Date Acknowledgment
of Potential Property Contributions.

                  (a) The parties hereby agree to adjourn the First Closing to
         August 5, 2003. In Section 5.1 of the Master Agreement, the words "June
         30, 2003" are hereby deleted and replaced with the following: "August
         5, 2003". In the Introductory Statement, tenth paragraph, the words
         "June 30, 2003" are hereby deleted and replaced with the words "August
         5, 2003." In Section 13.l(c)(ii), eighth line, the words "June 30,
         2003" are hereby deleted and replaced with the words "August 5, 2003,"
         The parties hereby agree that either of SLR or Hines may elect, at its
         option upon notice given to the other parties no later than August 1,
         2003, to adjourn the First Closing to a date not later than August 15,
         2003.

                  (b) The parties hereby agree to adjourn the Second Closing to
         October 31, 2003. In Section 5.1 of the Master Agreement, the words
         "September 30, 2003" are hereby deleted and replaced with the
         following: "October 31, 2003". In the Introductory Statement,
         thirteenth paragraph, the words "September 30, 2003 " are hereby
         deleted and replaced with the words "October 31, 2003".

                  (c) The parties hereby acknowledge and agree that the
         provisions of Section 4.4(c) of the Master Agreement shall not be
         deemed to apply to, restrict or prohibit, contributions of assets to
         the Fund by potential Third Party Investors in exchange for Shares or
         Units prior to the Partnership's (or its designated SPE Owner's)
         acquisition of the Second Closing Property, provided that the Fund does
         not make any cash payments to such Third Party Investors or other
         Persons in connection with such contributions unless and until the
         Initial Sumitomo Shares have been redeemed and the Second Closing
         Payment has been received by SLR.

                  5. Service Contracts and Construction Agreements. The
Partnership hereby elects, pursuant to Section 9.3 of the Master Agreement, to
have the SPE Owners assume all Service Contracts and Construction Agreements
listed on Schedule "15"


                                       18
<PAGE>


(other than the existing management contracts and the Leasing Agent Agreements
(except for the Leasing Agent Agreement with Futterman, which the Partnership or
applicable SPE Owner will assume) and the Wilkes Artis agreements listed on the
last page of Schedule "15") with respect to all of the Properties.
Notwithstanding the preceding sentence, Sumitomo, upon the request of the
Partnership, shall prepare termination notices from the SPE Owners for all such
Service Contracts (other than Service Contracts which, as indicated on Schedule
"l5", cannot be terminated for convenience upon 30 days' notice), which notices
may, at the Partnership's option, be executed by the SPE Owners and delivered on
the applicable Closing Date, so that such Service Contracts will be terminated
thirty days after the applicable Closing. The Partnership will be responsible
for all costs and charges incurred from and after the Closing Date through the
effective date of termination under such Service Contracts, except for
termination fees under such Service Contracts as to which the Partnership elects
to deliver such termination notices on the applicable Closing Date and items
which are the responsibility of SLR under Section 16.9 of the Master Agreement.
Sumitomo shall be solely liable and responsible for, and shall indemnify, hold
harmless and defend the Hines Indemnitees against, any and all termination fees
incurred in connection with the termination of such Service Contracts as to
which the Partnership elects to deliver such termination notices on the
applicable Closing Date. The procedures relating to indemnities set forth in
Section 13.5 of the Master Agreement shall apply to the indemnity in this
paragraph 5.

                  6. Brokerage Commission Agreements and Leasing Agent
Agreements.

                  (a) Schedule "18" to the Master Agreement is hereby amended to
         include the following Brokerage Commission Agreement relating to 101
         East 52nd Street, a copy of which was delivered previously to Hines:
         Agreement dated August 14, 2002 between 600 Lexington Avenue Associates
         and Garrick-Aug Associates Store Office Leasing, Inc. (relating to Riva
         Cards, Inc. d/b/a Papyrus). The parties agree that of the total
         commission of $2,975.75 due under this agreement, $396.90 has been paid
         by SLR, the second payment of $396.90 will be paid by SLR in July 2003,
         and the balance of $2,181.95 will be paid by the Partnership.

                  (b) The commissions listed on Exhibit "2" hereto, which are
         listed on Schedule "18" of the Master Agreement as payable by SLR, have
         been paid by the applicable Current Owners.

                  (c) The brokerage commission payable in connection with the
         Dreier LLP (successor of Dreier & Baritz) leases (collectively; the
         "Dreier Lease") has been reduced to $193,684.10 by letter from
         Insignia/ESG, Inc. to Park Building Associates Limited Liability
         Company dated June 12, 2003 (the "Dreier Brokerage Amendment") amending
         the brokerage agreement dated January 3, 2000 between Park Building
         Associates Limited Liability Company and Insignia/ESG, Inc. (the
         "Dreier Brokerage Agreement"). Accordingly, in Schedule "18" of the
         Master Agreement, the list of leasing/brokerage



                                       19
<PAGE>


         commissions which are or may become payable in the future is hereby
         amended by adding a reference to the Dreier Brokerage Amendment to the
         description of the Dreier Brokerage Agreement, and by replacing the
         commission amount of $202,074.19 with the amount of $193,684.10. SLR
         hereby agrees to pay one-half of this commission ($96,842.05) prior to
         the First Closing, and the Partnership agrees to pay the remainder
         ($96,842.05) in August, 2003, which amount will be reimbursed by SLR
         to the Partnership upon notice to SLR after payment. Notwithstanding
         the foregoing, neither Hines nor the Partnership shall have any
         liability for, and Sumitomo hereby agrees to remain solely liable and
         responsible for, and from and after the First Closing to indemnify,
         hold harmless and defend Hines, the Partnership and the other Hines
         Indemnitees against, any and all Claims incurred by or asserted against
         any of them or otherwise arising from or under, relating to or in
         connection with any leasing and/or brokerage commissions which may be
         due, payable or owing to, or claimed by, Insignia/ESG, Inc. in
         connection with the promissory note described in paragraph 9 below. The
         procedures relating to indemnities in Section 13.5 of the Master
         Agreement shall apply to the indemnity in this subparagraph 6(c).

                  (d) Neither Hines nor the Partnership shall have any liability
         for, and Sumitomo hereby agrees to remain solely liable and responsible
         for, and from and after the First Closing to indemnify, hold harmless
         and defend Hines, the Partnership and the other Hines Indemnitees
         against, any and all Claims incurred by or asserted against any of them
         or otherwise arising from or under, relating to or in connection with
         that certain letter agreement dated January 28, 2000, between 425
         Lexington Limited Liability Company and Insignia/ESG, Inc. regarding
         certain services to be provided in connection with leasing negotiations
         with Simpson Thacher & Bartlett. Notwithstanding the preceding
         sentence, SLR believes that no payments are due to Insignia/ESG
         pursuant to the agreement described in the preceding sentence. The
         procedures relating to indemnities in Section 13.5 of the Master
         Agreement shall apply to the indemnity in this subparagraph 6(d).

                  7. Approved Leases. The parties hereby acknowledge that Hines
has approved the following Lease documents under Section 17.1(a) of the Master
Agreement:

                  (a) First Amendment of Lease dated as of April 1, 2003 between
         600 Lexington Avenue Associates and Alvarez & Marsal, Inc.

                  (b) Second Amendment of Lease dated as of May 15, 2003 between
         600 Lexington Avenue Associates and Gersten, Savage, Kaplowitz, Wolf &
         Marcus, LLP.

                  (c) Seventh Amendment to Lease dated April 14, 2003 between
         425 Lexington Limited Liability Company and Simpson, Thacher &
         Bartlett.

                  (d) Eight Amendment to Lease, dated May 29, 2003 between 425
         Lexington Limited Liability Company and Simpson, Thacher & Bartlett.


                                       20
<PAGE>


                  (e) Second Amendment of Lease, dated as of June 30, 2003,
         between 600 Lexington Avenue Associates and Welch Fund Management, LLC.

The above-referenced Lease documents are hereby deemed added to Schedule "13"
of the Master Agreement.

                  8. Construction Agreement. Supplementing Schedule "21" of the
Master Agreement, the Partnership has advised SLR that the Partnership elects to
proceed with the HVAC upgrade project at 101 East 52nd Street. Accordingly, the
Partnership hereby agrees to pay at the Second Closing all costs incurred from
April 1, 2003 through the Second Closing Date with respect to such project.

                  9. Dreier Lease.

                  (a) Hines and the Partnership hereby acknowledge that (i) a
         First Amendment of Lease dated as of May 7, 2003 has been entered into
         between Park Building Associates Limited Liability Company and Dreier
         LLP (successor of Dreier & Baritz LLP), and that in connection with
         such amendment a promissory note dated as of May ___, 2003 in the
         amount of $237,171.24 has been made by Marc Dreier in favor of Park
         Building Associates Limited Liability Company (such note being given in
         consideration for the rent abatement for the period from March through
         June, 2003 granted by Section 2 of such First Amendment) (collectively,
         the "Dreier Lease Amendment"), and (ii) that the execution, delivery
         and acceptance of said Dreier Lease Amendment does not constitute a
         breach or default by SLR under Section 17.1(a) of the Master Agreement,
         or the failure of a Closing condition, notwithstanding the fact that
         Hines did not grant its prior approval of or consent to such amendment.
         However, in no event shall the foregoing be deemed to limit (or be
         deemed a waiver of) the consent or approval rights of Hines and the
         Partnership under said Section 17.1(a) in connection with any
         subsequent amendments to the Dreier Lease (or any other Lease). The
         parties agree that, notwithstanding SLR's obligation to transfer all
         Lease documents to the SPE Owners at Closing, SLR shall not be required
         to transfer the above-referenced promissory note to the Partnership or
         any SPE Owner.

                  (b) Notwithstanding the provisions of Section 16.7 of the
         Master Agreement to the contrary, the parties hereby agree that any and
         all payments received by the Partnership or the applicable SPE Owner
         from the tenant under the Dreier Lease on or after the First Closing
         Date shall be applied first to any sums payable to such SPE Owner under
         such Lease for periods on and after the First Closing Date, and second,
         after deduction of any Fees-And-Costs incurred by such SPE Owner or the
         Partnership in connection with the collection of such payments to any
         sums due to the applicable Current Owner under such Lease for periods
         prior to the First Closing Date.

                  10. Lease Documents and Service Contracts Not Yet Delivered.
Pursuant to Section 11.4 of the Master Agreement, SLR has delivered copies of
certain Lease documents and Service Contracts to Hines, as described on Exhibit
"3" hereto, the


                                       21


<PAGE>
receipt of which are hereby acknowledged by Hines. SLR hereby notifies Hines,
pursuant to Section 11.4 of the Master Agreement, that the Lease documents and
Service Contracts described on Exhibit "4" hereto are unavailable and cannot be
delivered to Hines. Hines hereby waives its right to terminate the Master
Agreement pursuant to Section 11.4 thereof, both with respect to the Lease
documents and Service Contracts delivered to Hines and listed on Exhibit "3" and
the Lease documents and Service Contracts listed on Exhibit "4" which were not
delivered to Hines.

                  11. References to Master Agreement in Exhibits. References in
the Exhibits to the Master Agreement are hereby deemed to include this
Amendment. Prior to execution and delivery of the Exhibits, the parties shall
amend all applicable Exhibits to include this Amendment in the definition of
Master Agreement.

                  12. PPM. Promptly following the First Closing, Hines (with
SLR's approval, which shall not be unreasonably withheld) shall amend the PPM to
reflect the changes in the terms on which the First Closing occurred and the
terms of the revised Master Agreement applicable thereto, as well as any changes
necessary to reflect the final terms and conditions of the Permanent Financing
and/or the Bridge Loan, in accordance with Section 4.5(a) of the Master
Agreement.


                  13. Closing Conditions.

                  (a) Hines and the Partnership acknowledge that Sumitomo has
         acquired MSI's interests in the Current Owners of 499 Park Avenue and
         1200 Nineteenth Street, in satisfaction of the Closing condition in
         Section 6.1(e) of the Master Agreement. As a result of these
         transactions, Sumitomo's ownership interest in these Current Owners is
         as follows: (a) Park Land LLC: SLR - 99.9023%; SLRI - .0977%; (b) Park
         Building LLC: SLR - 99.9023%; SLRI -.0977%; and (c) 19th & M LLC: SLR -
         99.9%; SLRI - .l%, and Schedule "2" to the Master Agreement is hereby
         deemed amended to reflect such ownership interests. Consequently,
         Section 6.1(e) of the Master Agreement is hereby deleted.

                  (b) Section 7.1(n) of the Master Agreement is hereby deleted.

                  (c) Dreier LLP has furnished Sumitomo with the security
         deposit described in the Dreier Lease Amendment (and has paid all Rent
         due through July 31, 2003 plus accrued interest). Accordingly, the
         parties agree that the condition to closing in Section 7.1(p) has been
         satisfied, and Section 7.1(p) of the Master Agreement is hereby
         deleted.

                  (d) Supplementing Section 6.1 of the Master Agreement, it
         shall be a condition of SLR's obligation to complete the First Closing
         that SLR receive an opinion of Baker Botts LLP or other outside counsel
         of Hines reasonably satisfactory to SLR, in form reasonably
         satisfactory to SLR, that the HREH Guaranty is enforceable in
         accordance with its terms (subject to customary

                                       22

<PAGE>


         qualifications regarding bankruptcy, creditors' rights, general
         principles of equity and similar matters).

                  14. Certain Definitional Changes. Section 1.1 of the Master
Agreement is hereby amended as follows:

                  (a) the definition of the "Bridge Loan" is deleted and
         replaced with the following: ""Bridge Loan" means a short-term loan
         made to one or more SPE Owners, another Partnership Subsidiary and/or
         the Partnership, as borrower, which will be unsecured or secured by
         interests of the Partnership and/or such Partnership Subsidiary in the
         SPE Owners and other assets of the Partnership or such Partnership
         Subsidiary, and with respect to which Sumitomo will have no personal
         liability."

                  (b) the definition of "SPE" is revised to add the words "or
         limited partnership whose general partner is a Partnership Subsidiary,"
         after the words "limited liability company."

                  (c) the following definition is hereby added to Section 1.1:

                           ""Partnership Subsidiary" means a corporation,
                           limited partnership or limited liability company
                           which is wholly - owned, directly or indirectly, by
                           the Partnership."

                  15. Tenant Improvement Allowances. Schedule "22" to the Master
Agreement is hereby amended by deleting references to Barry B. LePatner &
Associates LLP, Anheuser-Busch and Kuraray America, Inc. SLR has paid all
outstanding tenant improvement allowances to such tenants.

                  16. Optional Redemption of SLR Shares Following Second
Closing.

                  (a) Hines and the Partnership agree that after the Second
         Closing (provided such closing is not part of the Cash Closing), at
         SLR's option, to be exercised by delivery of notice to Hines not later
         than July 31, 2004, Hines shall purchase (or shall cause its Affiliate
         or a Third Party Investor to purchase or the Trust or Holding
         Partnership to redeem) all of Sumitomo's Class A Shares or Sumitomo
         Partnership Units (as applicable) not later than December 31, 2004. In
         the event of any such purchase by Hines or its Affiliate or redemption
         by the Trust or Holding Partnership of such Shares or Units, Sumitomo
         shall provide the purchaser, the Trust or Holding Partnership with
         customary representations in the assignment or redemption
         documentation that Sumitomo has not sold or encumbered, and has good
         title to, such Shares or Units. HREH shall guarantee this obligation
         pursuant to the HREH Guaranty.


                  (b) [Intentionally Omitted.]

                  17. Reinvestment by Sumitomo; Retention of Rights.


                                       23
<PAGE>


                  (a) If Sumitomo's Shares are redeemed or purchased by Hines or
         an Affiliate as the result of a Buyout Closing or pursuant to paragraph
         16 hereof, or if there is a Cash Closing, or if the Second Closing or
         Buyout Closing never occurs, then in any such event (but subject to the
         remainder of this subparagraph (a)) Sumitomo shall retain all of its
         management rights described in the Closing Instruments with respect to
         the Fund (or Alternate Fund, as applicable), and all of its rights to
         raise capital for the Fund (or Alternate Fund, as applicable) and to
         receive the fees described in the Advisory Agreement after the date of
         such redemption or purchase, or the date of the First Closing (if there
         is a Cash Closing or if there is no Second Closing or Buyout Closing).
         However, unless by December 31, 2005 either (i) Sumitomo or its
         Affiliate makes an equity investment of at least $25 million in the
         Fund (or Alternate Fund, as applicable); or (ii) Sumitomo and/or its
         Affiliates have raised at least $25 million in equity for the Fund or
         Alternate Fund (as applicable); then the positions of the Sumitomo
         appointees on the governing boards of the Fund or the Alternate Fund
         (as applicable) shall become non-voting. In addition, if neither of the
         events described in the preceding sentence has occurred during the five
         year period following the redemption or purchase of Sumitomo's shares
         (after a Buyout Closing) or the date of the First Closing (if there is
         a Cash Closing or if there is no Second Closing or Buyout Closing),
         then all of Sumitomo's management and capital raising rights with
         respect to the Fund (or Alternate Fund, as applicable) shall cease.

                  (b) If Sumitomo's Shares are redeemed or purchased by Hines or
         an Affiliate as the result of a Buyout Closing or pursuant to paragraph
         16 hereof, or if there is a Cash Closing or if the Second Closing or
         Buyout Closing never occurs, then in any such event Sumitomo shall have
         the right (but not the obligation) at any time to purchase equity
         interests in the Fund (or any Alternate Fund, as applicable), which
         interests shall provide Sumitomo with rights similar to those afforded
         by the Class A Common Shares and Class E Preferred Shares.

                  (c) In the event that Sumitomo or its Affiliate re-invests in
         the Fund (or Alternate Fund) pursuant to subparagraph 17(b) above on
         any date:

                           (i) on or prior to December 31, 2004, the new
                  interests shall be sold to Sumitomo at the value on the First
                  Closing Date; and

                           (ii) after December 31, 2004 the new interests shall
                  be sold to Sumitomo at the Per Share NAV (as defined in the
                  Declaration of Trust).

         18. Survival; Limitations on Liability; Remedies.

                  (a) Notwithstanding Section 13.2(c) of the Master Agreement,
         the following provisions of this Amendment shall survive the Closing of
         the applicable Property for a period of six years: l(f), 2(b)(iii),
         2(b)(vii)(II),(III) and (IV), 2(c)(ii), 2(c)(v)(II) and (III), 3(a)(i),
         3(a)(ii)(E), 3(b)(third sentence only), 5, 6(c) and (d), 12, 16, 17,
         18, 19 (first and last sentences only), 21 and 23. To the


                                       24
<PAGE>


         extent that any section of the Master Agreement survives the Closing
         and is amended by this Amendment, that section (as amended) shall
         survive the Closing. The obligations in Section 9(b) of this Amendment
         shall survive the Closing of the applicable Property for a period of
         six months.

                  (b) Supplementing Article 25 of the Master Agreement, the
         limitations on liability in Section 13.2(b)(ii) and 13.2(c) of the
         Master Agreement shall not apply to: (i) the redemption or purchase of
         the Shares or Units received by Sumitomo at the Second Closing pursuant
         to paragraph 16 hereof; (ii) the payment of the First Post-Closing
         Payment and the Second Post-Closing Payment and (iii) the obligations
         of the Partnership and Hines under Section 4.4(f) of the Master
         Agreement.

                  (c) For purposes of clarification, the exercise by the
         Partnership of the right of specific performance under Section
         13.1(c)(ii) or the right to purchase 425 Lexington Avenue under Section
         13.1(c)(i) shall be deemed a joint exercise of remedies by Hines and
         the Partnership and shall preclude the exercise of other remedies by
         Hines.

                  19. Miscellaneous. This Amendment shall be government and
construed in accordance with the laws of the State of New York (without regard
to principles of conflicts of law), provided however, that the laws of the
District of Columbia shall govern to the extent required with respect to the
conveyance of 1200 Nineteenth Street. This Amendment may be executed (a) in
counterparts, a complete set of which together shall constitute an original, (b)
in duplicates, each of which shall constitute an original, and/or (c) by
facsimile (and a facsimile signature shall be deemed an original for all
purposes). Copies of this Amendment showing the signatures of the respective
parties, whether produced by photographic, digital, computer, or other
reproduction, may be used for all purposes as originals. It is expressly
understood and agreed, anything herein to the contrary notwithstanding, that in
no event will the members, partners, shareholders, directors, officers, agents,
employees or managers, of any party have any personal liability for the
obligations of such party under this Amendment.

                  20. Update of Representation. Supplementing Section 11.2(h) of
the Master Agreement, SLR hereby represents and warrants to Hines and the
Partnership (as of the date hereof and as of the Closing Date) that Exhibit "6"
attached hereto contains true, correct and complete rent and expense statements
for each Property for the first six months of 2003.

                  21. Expansion Amendment. The third sentence of Section
3.l(d)(iv) of the Master Agreement is hereby deleted in its entirety and
replaced with the following: "If the amount of the increase is determined after
the First Closing Date, the Partnership shall be required to pay SLR by Wire
Transfer, the total amount of such increase, but only from the revenue received
by the Partnership from the operation of its Properties (after payment of all
operating and other expenses, including third party (i.e., non-investor) debt
service), plus interest from the First Closing Date through the date of payment
at the rate of 9% per annum, compounded annually (but the full amount of such


                                       25

<PAGE>

increase shall be paid to SLR within 180 days after the date the amount of the
increase is determined). The right of SLR to receive the revenue of the
Partnership as provided in the preceding sentence shall have priority over any
right of any other investor in the Fund to receive revenue of the Fund. (For
purposes of clarification, in the event of a GM Closing, the obligation to pay
increases in the Agreed Valuation of 425 Lexington Avenue shall be assigned to
REIT Co #1, and the obligation of REIT Co #1 to pay such increases to SLR as
provided above shall have priority over any right of redemption of the Potential
Investor's shares in REIT Co #1 in the event of a forced sale (as described in
the LOI) and any right of Potential Investor to receive an annual return after
delivering a Forced Sale Notice (as described in the LOI).)

                  22. Financial Information Required by Lenders. It will be a
failure of a condition to the obligation of each of Hines, its Affiliates, the
Partnership, the General Partner, the SPE Owners and the Trust to perform its
obligations at the First Closing if, prior to the First Closing, Hines, in its
sole and absolute discretion, determines that it does not have the ability to
obtain all of the financial information relating to the Properties and the
Current Owners required to be delivered to the lenders under the terms of the
Permanent Financing contemplated by Hines to be entered into at the First
Closing.

                  23. Transfer and Recordation Taxes. Section 14.1 of the Master
Agreement is hereby deleted in its entirety and replaced with the following:

                  "Section 14.1. Sumitomo shall pay (or cause the Current Owners
         to pay) to the applicable Government Entities the real property
         transfer and recordation taxes that become due by virtue of the initial
         conveyance by the Current Owners of the Properties at the First Closing
         or the Second Closing as contemplated hereby, based upon 100% of the
         Agreed Valuations of the Properties (as the same may be adjusted
         pursuant to Section 3.1(d) of the Master Agreement). Sumitomo shall
         also pay (or cause to be paid) to the applicable Government Entities
         the amount of the real property transfer and recordation taxes that
         become due upon any Transfer by Sumitomo of any direct or indirect
         equity interests that Sumitomo holds in the grantee of any such
         conveyance of the Properties made by the Current Owners at the First
         Closing or the Second Closing (including, without limitation, any such
         transfer and recordation taxes that become due by virtue of such
         Transfer of direct or indirect equity interests by Sumitomo being
         aggregated with other Transfers of the Properties or interests therein,
         or other Transfers being aggregated with the Transfer by Sumitomo);
         provided, however, that Sumitomo shall not be required to pay transfer
         and recordation taxes under this Section 14.1 in an amount that exceeds
         the total amount of transfer and recordation taxes that Sumitomo would
         have otherwise been required to pay if Sumitomo Transferred the
         Properties for consideration equal to the Agreed Valuations to an
         entity in which Sumitomo and the Current Owners own no equity interest.
         Hines shall pay (or cause to be paid) to the applicable Government
         Entities the amount of the real property transfer and recordation taxes
         that become due upon any Transfer by Hines or its Affiliates of any
         direct or indirect equity interests that Hines holds in the grantee of
         any such conveyance of the Properties made by the Current Owners at the
         First closing or the Second Closing (including, without limitation, any
         such


                                       26
<PAGE>

         transfer and recordation taxes that become due by virtue of such
         Transfer by Hines or its Affiliate being aggregated with other
         Transfers of the Properties or interests therein or other Transfers
         being aggregated with the transfer by Hines or its Affiliate) except
         for any real property transfer or recordation taxes payable by Sumitomo
         pursuant to the preceding sentence; provided, however, if the 51-49
         Closing occurs, the Fund (and not Hines) shall pay the real property
         transfer and recordation taxes that become due as a result of the
         Transfer by Hines of all or a portion of its initial interest in the
         Fund. The parties shall cause to be executed and delivered any transfer
         and recordation tax returns that the applicable Government Entities
         require and that reflect the terms of this Section 14.1. The terms of
         this Section 14.1 shall survive the First Closing and the Second
         Closing."

                  24. No Other Amendments. Except as expressly amended hereby,
the Master Agreement remains unmodified and in full force and effect.

                            [SIGNATURE PAGE FOLLOWS]



<PAGE>
IN WITNESS WHEREOF, Hines, the Partnership and SLR have executed and delivered
this Amendment as of the date first written above.

                                        HINES INTERESTS LIMITED
                                        PARTNERSHIP

                                        By:  Hines Holdings, Inc.,
                                             its general partner


                                        By: /s/ C. HASTINGS JOHNSON
                                            -------------------------------
                                            Name:  C. Hastings Johnson
                                            Title: Executive Vice President

                                        HINES US CORE OFFICE PROPERTIES LP

                                        By: Hines US Core Office Capital LLC,
                                            its general partner

                                        By: Hines Interests Limited Partnership,
                                            its sole member

                                            By: Hines Holdings, Inc.,
                                                its general partner

                                            By: /s/ C. HASTINGS JOHNSON
                                               ---------------------------------
                                               Name:  C. Hastings Johnson
                                               Title: Executive Vice President



                                        SUMITOMO LIFE REALTY (N.Y.), INC.

                                        By: /s/ NORIO MORIMOTO
                                           -------------------------------------
                                           Norio Morimoto
                                           President



                                       26

<PAGE>
         The following party signs below to evidence its agreement with the
terms of, and to agree to be bound by, and to perform its obligations under,
this Amendment.


                                    SLR INVESTMENTS INC.

                                    By: /s/ NORIO MORIMOTO
                                       --------------------------------
                                       Norio Morimoto
                                       President



<PAGE>
                       SUMITOMO LIFE REALTY (N.Y.), INC.
                              101 EAST 52ND STREET
                            NEW YORK, NEW YORK 10022



                                June 26th, 2003


Hines Interests Limited Partnership
Hines US Core Office Properties LP
2800 Post Oak Boulevard
Houston, Texas 77056

Dear Sirs/Madames:

         Reference is made to that certain Amended and Restated Master Agreement
dated as of March 31, 2003 (the "Master Agreement") between Sumitomo Life Realty
(N.Y.), Inc. ("SLR"), Hines Interests Limited Partnership ("Hines") and Hines US
Core Office Properties LP (the "Partnership"). Words and phrases used but not
defined in this letter shall have the meanings set forth in the Master
Agreement.

         SLR, Hines and the Partnership hereby agree to adjourn the First
Closing to July 31, 2003. In Section 5.1 of the Master Agreement, the words
"June 30, 2003" are hereby deleted and replaced with the following: "July 31,
2003". In the Introductory Statement, tenth paragraph, the words "June 30, 2003"
are hereby deleted and replaced with the words "July 31, 2003". In Section
13.1(c)(ii), eighth line, the words "June 30, 2003" are hereby deleted and
replaced with the words "July 31, 2003".

         Except as expressly amended hereby, the Master Agreement remains
unmodified and in full force and effect.



<PAGE>
         Please sign below to evidence your agreement to the foregoing.

                                             SUMITOMO LIFE REALTY (N.Y.), INC.

                                             By: /s/ NORIO MORIMOTO
                                                --------------------------------
                                                Norio Morimoto
                                                President


Accepted and agreed to:

HINES INTERESTS LIMITED PARTNERSHIP
By: Hines Holdings, Inc., its general partner


By: /s/ C. HASTINGS JOHNSON
    ------------------------------------
    Name: C. Hastings Johnson
    Title: Executive Vice President



HINES US CORE OFFICE PROPERTIES LP
By: Hines US Core Office Capital LLC, its general partner
    By: Hines Interests Limited Partnership, its sole member
        By: Hines Holdings, Inc., its general partner


        By: /s/ C. HASTINGS JOHNSON
           ------------------------------------
           Name: C. Hastings Johnson
           Title: Executive Vice President



SLR INVESTMENTS, INC.

By: /s/ NORIO MORIMOTO
   ----------------------------
   Norio Morimoto
   President