##### 



Exhibit 10.9
 
 AGREEMENT OF SALE
 BY AND BETWEEN
 MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED
LIABILITY COMPANY
 as Seller,
 AND
 HINES REIT PROPERTIES, L.P.
 as Buyer.




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##### 



TABLE OF CONTENTS
 Page1. Sale and Purchase
    
    
    12. Purchase Price
    
    
    23. Closing
    
    
    24. Condition of Title
    
    
    35. Assignment of Existing Leases and Existing Agreements
    
    
    66. Apportionments
    
    
    87. Closing Costs
    
    
    128. Municipal Improvements/Notices
    
    
    129. Sellers Representations
    
    
    1310. Sellers Additional Covenants
    
    
    1511. Buyer Representations
    
    
    1612. Conditions Precedent to Closing
    
    
    1713. Deliveries at Closing
    
    
    1914. Default
    
    
    2115. Notices; Computation of Periods
    
    
    2216. Fire or Other Casualty
    
    
    2317. Condemnation
    
    
    2418. Assignability
    
    
    2519. Inspections/Inspection Period
    
    
    2620. Brokers
    
    
    2821. Condition of Premises
    
    
    2822. Survival of Provisions
    
    
    3123. Miscellaneous
    
    
    32
 - i -




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##### 



Page24. ERISA
    
    
    3425. Sophistication of the Parties
    
    
    3526. Limited Liability
    
    
    3527. Enforcement
    
    
    3528. Deposit Instructions
    
    
    3529. Assumption of Existing Financing
    
    
    36EXHIBIT A LEGAL DESCRIPTIONEXHIBIT B PERSONAL PROPERTYEXHIBIT C-1 CERTAIN PERMITTED ENCUMBRANCESEXHIBIT C-2 TITLE COMMITMENTEXHIBIT D EXISTING LEASESEXHIBIT E EXISTING AGREEMENTSEXHIBIT F ASSIGNMENT AND ASSUMPTION OF LEASESEXHIBIT F-1 GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTEXHIBIT G LEASING COMMISSIONS AND TENANT IMPROVEMENTS COSTSEXHIBIT H TENANT ESTOPPEL CERTIFICATEEXHIBIT I PENDING LITIGATIONEXHIBIT J SPECIAL WARRANTY DEEDEXHIBIT K BILL OF SALEEXHIBIT L FIRPTA CERTIFICATIONEXHIBIT M FORM OF NOTICE TO TENANTSEXHIBIT N EXISITING LOAN TRANSFER CONDITIONSEXHIBIT O RENT ROLLEXHIBIT P LENDER ESTOPPEL CERTIFICATE STATEMENTSEXHIBIT Q TAX CERTIORARI PROCEEDINGS
 - ii -




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##### 



AGREEMENT OF SALE
 ( Agreement MIAMI RPFIV
AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY (Seller), HINES REIT PROPERTIES, L.P.
(Buyer
 WITNESSETH:
 1. Sale and Purchase. Property Properties
 Real Property Exhibit A Land Improvements Premises
 Personal Property. Exhibit B Personal Property
 Leases.
 Service Contracts. Contracts
 Related Materials. Sellers Property Manager




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##### 



Excluded Documents Sellers
Property Manager
 2. Purchase Price. Purchase Price
 Deposit. Deposit Escrowee Effective Date
 Loan Balance
 Closing Payment.
 3. Closing
 Closing Scheduled Closing Date Closing Date
 Designation of Reporting Person. Code
  - 2 -




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##### 



Seller and Buyer shall:
 (A)
    
    provide to the Escrowee all
information and certifications regarding such party, as
reasonably requested by the Escrowee or otherwise required to be
provided by a party to the transaction described herein under
Section 6045 of the Code; and(B)
    
    provide to the Escrowee such
partys taxpayer identification number and a statement (on
Internal Revenue Service Form W-9 or an acceptable substitute
form, or on any other form the applicable current or future Code
sections and regulations might require and/or any form requested
by the Escrowee), signed under penalties of perjury, stating
that the taxpayer identification number supplied by such party
to the Escrowee is correct.
  4. Condition of Title
 Title to Premises. Title Company Permitted Encumbrances Existing Leases Exhibit C-1
 Survey. Survey Plan
 - 3 -




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##### 



Title Defects.
 Exhibit C-2 FATIC Title Commitment
 Title Notice
 - 4 -




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##### 



Reliance on Title Policy.
 Failure of Title.
 - 5 -




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##### 



New Exceptions
 5. Assignment of Existing Leases and Existing Agreements.
 Existing Leases. Exhibit F
 - 6 -




---



##### 



Exhibit D Existing Leases
 American Standard Lease
 Existing Agreements. Exhibit F-1 Exhibit E Existing Agreements
 - 7 -




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##### 



6. Apportionments
 General pro rations
 Rent
 Leasing Costs tenant
costs Exhibit G
 - 8 -




---



##### 



Intentionally Omitted
 Other Apportionments
 Taxes and Assessments
 Contract Arrearages
 Reconciliation of Tenant Pass-Throughs
 - 9 -




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##### 



Accounting
 Preliminary Closing Adjustment pro rations pro rations
 Post-Closing Reconciliation pro ration pro ration pro ration(s)
 Tenant Security Deposits. Exhibit O e.g.
 - 10 -




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##### 



Exhibit F
 Utility Readings.
 Reimbursements.
 - 11 -




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##### 



Exhibit
G
 Existing Loan Charges
 Survival.
 7. Closing Costs.
 Buyers Costs. Exhibit N
 Sellers Costs.
 8. Municipal Improvements/Notices.
 Assessments.
 - 12 -




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##### 



Survival.
 9. Sellers Representations.
  Organization.
 Authorization.
 No Condemnation.
 Existing Leases. Exhibit D Exhibit G Exhibit D
 - 13 -




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##### 



Litigation. Exhibit I
 Existing Agreements. Exhibit E
 FIRPTA.
 Bankruptcy.
 Seller not a Prohibited Person.
 Rent Roll Exhibit O Rent Roll
 Certiorari Proceedings Exhibit Q
 Employees
 - 14 -




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##### 



Collective Bargaining Agreements
 Loan Default
 Tenant Inducement Costs Tenant
Inducement Costs
   "  " 
 10. Sellers Additional Covenants.
   - 15 -




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##### 



Existing Loan
 Additional Negative Covenants
 11. Buyer Representations.
 Organization.
 Authorization.
 Litigation.
 ERISA. ERISA
 - 16 -




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##### 



Bankruptcy.
 Buyer not a Prohibited Person.
 12. Conditions Precedent to Closing.
  Title Policy. Title
Policy
 Accuracy of Representations.
 Execution and Delivery of Documents.
 Tenant Estoppel Certificates. Major Tenant Non-Major Tenants Estoppel Percentage Exhibit H Tenant Estoppel Certificate


- 17 -



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##### 



Exhibit H
 Assumption Approval
 No Default.
 Lender Estoppel Certificate Lender Estoppel Certificate Exhibit P Exhibit P
  Accuracy of Representations.
 No Default.
 - 18 -




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##### 



Assumption Approval.
 Execution and Delivery of Documents.
 13. Deliveries at Closing.
 Sellers Deliveries.
 Deed. Exhibit J  Deed
 Bill of Sale. Exhibit
K Bill of Sale
 Assignment and Assumption of Leases. Exhibit F Assignment and Assumption of Leases
 General Assignment and Assumption Agreement. Exhibit F-1 General Assignment and Assumption Agreement
 Authority Documents.
 FIRPTA Certification. Exhibit
L
 Estoppel Certificates.
 Tenant Notices. Exhibit M
 Keys.
 Original Documents.
 - 19 -




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##### 



Closing Statement.
 Bringdown Certificate.
 Rent Roll
 Lender Estoppel Certificate; SNDAs SNDAs
 Other Documents
 Personal Property
 Books and Records
  Buyers Deliveries.
 Assignment and Assumption of Leases.
 General Assignment and Assumption Agreement.
 Authority Documents.
 - 20 -




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##### 



Purchase Price.
 Closing Statement.
 Transfer Tax Return.
 Bringdown Certificate.
 Other Documents.
 14. Default.
 Buyer Default.
 Seller Default.
 - 21 -




---



##### 



15. Notices; Computation of Periods.
 Notices.
  
  
  
  
 - 22 -




---



##### 



Computation of Periods.
 16. Fire or Other Casualty.
 Casualty Insurance.
 - 23 -




---



##### 



Casualty Damage.
 Right of Termination.
 17. Condemnation.
 Immaterial Taking.
 - 24 -




---



##### 



Material Taking.
 Material Taking
 18. Assignability.
 Assignments Prohibited.
 - 25 -




---



##### 



Prohibited Assignments. "  ERISA
 Successors and Assigns.
 19. Inspections/Inspection Period.
 Right to Inspect. Indemnified Parties " 
 - 26 -




---



##### 



2004
Reports Excluded Documents
 No Liens Permitted.
 Buyers Right of Termination. Termination Notice Inspection Period
 - 27 -




---



##### 



Survival.
 20. Brokers. Disclosed Broker
 21. Condition of Premises.
 NO WARRANTIES.
 - 28 -




---



##### 



   
 CHANGE OF CONDITIONS.
 - 29 -




---



##### 



Condition of Delivery.  
 Seller Repairs.
 RELEASE. CLAIMS
 - 30 -




---



##### 



Seller Reports. Reports
 Effect of Disclaimers.
 Survival.
 22. Survival of Provisions.
   Survival Period
  - 31 -




---



##### 



Warranty Notice
 Survival.
 23. Miscellaneous.
 Captions or Headings; Interpretation.
 - 32 -




---



##### 



Amendments and Waivers.
 Counterparts.
 Applicable Law.
 Right to Waive Conditions or Contingency.
 Partial Invalidity.
 Confidentiality.
 Agreement Not To Be Recorded.
 - 33 -




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##### 



Tax Treatment. Transaction
 Time
 Radon Disclosure
 Radon is a naturally occurring radioactive
gas that when accumulated in a building in
sufficient quantities may present health risks
to persons who are exposed to it over time.
Levels of radon that exceed federal and state
guidelines have been found in buildings in
Florida. Additional information regarding radon
or radon testing may be obtained from your
County Public Health Unit
 24. ERISA.
 - 34 -




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##### 



25. Sophistication of the Parties.
 26. Limited Liability.
 27. Enforcement.
   28. Deposit Instructions
   - 35 -




---



##### 



29. Assumption of Existing Financing
 Existing Mortgage Existing Loan Lender
 - 36 -




---



##### 



Existing Loan Documents Existing Loan
Transfer Conditions Exhibit N Assumption
Approval
     - 37 -




---



##### 



IN WITNESS WHEREOF
 SELLER:MIAMI RPFIV AIRPORT
CORPORATECENTER LIMITED LIABILITY COMPANYBy:
    
    MIAACCIV, LLC,
its managing memberBy:
    
    /s/ Robert HughesName: Robert Hughes
Title: Vice PresidentBUYER:HINES REIT PROPERTIES, L.P.By: Hines Real Estate Investment Trust, Inc.Its General PartnerBy:
    
    /s/ Charles N. HazenName:
    
    Charles N. HazenTitle:
    
    President
 - 38 -




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##### 



JOINDER
  FIRST AMERICAN TITLE INSURANCE COMPANYBy:
 - 39 -




---



##### 



EXHIBIT A
 LEGAL DESCRIPTION
               Exhibit A-1




---



##### 



Exhibit C
          Exhibit C
 Exhibit A-2




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##### 



EXHIBIT B
 PERSONAL PROPERTY
 ITEM
    
    MANUFACTURER
    
    MODEL/TYPE
    
    QTY
    
    BLDGManagement OfficeReception Desk
    
    N/A
    
    Black
    
    1
    
    7300Reception Chair
    
    N/A
    
    Navy Blue
    
    1
    
    7300Reception Credenza
    
    N/A
    
    Black
    
    1
    
    7300Visitor Chairs
    
    N/A
    
    Blue
    
    4
    
    7300Visitor Coffee Table
    
    N/A
    
    Glass and wood
    
    1
    
    7300Conference Room Table
    
    N/A
    
    Cherry Wood Finish
    
    1
    
    7300Conference Room Table
    
    N/A
    
    Marble  Black
    
    1
    
    7300Conference Room Chairs
    
    N/A
    
    Blue
    
    10
    
    7300Conference Room Chairs
    
    N/A
    
    Black
    
    8
    
    7300Conference Room Credenza
    
    N/A
    
    Cherry Wood Finish
    
    1
    
    7300Conference Room Wall Unit
    
    N/A
    
    Wood  Black
    
    1
    
    7300Assorted Framed Photos
    
    N/A
    
    Large and Small
    
    30
    
    7300Assorted Framed Art
    
    N/A
    
    Prints
    
    3
    
    7300Kitchen Table
    
    N/A
    
    Formica
    
    1
    
    7300Kitchen Chairs
    
    N/A
    
    Red  Cloth
    
    4
    
    7300Refrigerator
    
    N/A
    
    General ElectricBeige
    
    1
    
    7300Shredding Machine
    
    N/A
    
    
    
    1
    
    7300Electric Typewriter
    
    N/A
    
    IBM
    
    1
    
    7300
 Exhibit B-1




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##### 



ITEM
    
    MANUFACTURER
    
    MODEL/TYPE
    
    QTY
    
    BLDGPaper Cutter
    
    N/A
    
    Manual
    
    1
    
    7300Pencil Sharpener
    
    N/A
    
    
    
    1
    
    7300Computer Sever w Monitor
    
    N/A
    
    Compaq ML 350
    
    1
    
    7300Computers/Monitors Desktop
    
    N/A
    
    Dell  OptiPlex GX1
    
    5
    
    7300Workstations
    
    N/A
    
    
    
    5
    
    7300Workstation Chairs
    
    N/A
    
    
    
    5
    
    7300Desks
    
    N/A
    
    Cherry Wood
    
    5
    
    7300Desk Chairs
    
    N/A
    
    
    
    5
    
    7300Office Chairs
    
    N/A
    
    Cherry Wood and Fabric
    
    12File Cabinets
    
    N/A
    
    Metal
    
    25
    
    7300Office Supply Cabinets
    
    N/A
    
    
    
    2
    
    7300Book Cases
    
    N/A
    
    
    
    2
    
    7300Printer
    
    N/A
    
    HP LaserJet 5 Si
    
    1
    
    7300Printer
    
    N/A
    
    HP LaserJet 5
    
    1
    
    7300Radio Phone
    
    Motorolla
    
    
    
    19
    
    7300Office Telephone
    
    Norstar
    
    
    
    22
    
    7300Phone System
    
    
    
    
    
    1
    
    7300
 Exhibit B-2




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##### 



TOOL
    
    MANUFACTURER
    
    MODEL/TYPE
    
    QTY
    
    BLDGBlower, Back Pack
    
    Tanaka Pro Force
    
    TBL 4600
    
    1
    
    8Blower, Hand Held
    
    Tanaka Pro Force
    
    THB 2510
    
    1
    
    9Compressor, Air
    
    Campbell Hausield
    
    WL660001AJ
    
    1
    
    8Cutter, Bolt
    
    H.K. Porter
    
    20"
    
    1
    
    8Cutter, Bolt
    
    Workforce
    
    14"
    
    1
    
    8Drain Auger, Hand
    
    Ridgid
    
    K3
    
    1
    
    10Drain Auger, Power
    
    Ridgid
    
    K60SP
    
    1
    
    8Drain Auger, Power
    
    Ridgid
    
    K375
    
    1
    
    8Drill Press
    
    Ryobi
    
    DP120
    
    1
    
    8Drill Sharpener
    
    Drill Doctor
    
    400
    
    1
    
    8Drill, Cordless
    
    Makita
    
    6095D
    
    1
    
    10Grease Gun
    
    Plews
    
    Hand Pump
    
    1
    
    4Grease Gun
    
    Plews
    
    Hand Pump
    
    1
    
    8Grease Gun
    
    Plews
    
    Hand Pump
    
    1
    
    9Grease Gun
    
    Plews
    
    Hand Pump
    
    1
    
    10Grinder
    
    Craftsman
    
    257-192190
    
    1
    
    8Key Cutting Machine
    
    Speedex
    
    9160MC
    
    1
    
    4Key Cutting Machine
    
    Speedex
    
    9160MC
    
    1
    
    8Key Cutting Machine
    
    Speedex
    
    9160MC
    
    1
    
    10Ladder, 4FT
    
    Louisville
    
    L-3111-04
    
    1
    
    4Ladder, 4FT
    
    Louisville
    
    L-3111-04
    
    1
    
    10
 Exhibit B-3




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##### 



TOOL
    
    MANUFACTURER
    
    MODEL/TYPE
    
    QTY
    
    BLDGLadder, 6FT
    
    Werner
    
    6206
    
    1
    
    4Ladder, 6FT
    
    Werner
    
    6206
    
    1
    
    5Ladder, 6FT
    
    Werner
    
    6206
    
    1
    
    9Ladder, 6FT
    
    Werner
    
    6206
    
    1
    
    10Ladder, 6FT
    
    Werner
    
    6206
    
    1
    
    11Ladder, 8FT
    
    Werner
    
    FIA08
    
    1
    
    5Ladder, 8FT
    
    Werner
    
    FIA08
    
    1
    
    10Ladder, Extension
    
    Louisville
    
    L3121-16
    
    1
    
    8Lift, Personnel
    
    Genie Upright
    
    UL-38
    
    1
    
    8Lift, Personnel
    
    Genie Boom
    
    Z30/20
    
    1
    
    8Paint, Sprayer
    
    Spraytech
    
    EP2400
    
    1
    
    8Paint, Sprayer
    
    Graco Line Lazer
    
    
    
    1
    
    8Pump, Gas Power Trash
    
    Teel
    
    IV256 3.5 HP
    
    1
    
    8Pump, Gas Power Trash
    
    Teel Vanguard
    
    3P955 4in 13 HP
    
    1
    
    8Ruler, Straight Edge
    
    Johnson Level and Tool Co
    
    J60 40-0569
    
    1
    
    8Ruler, Straight Edge
    
    Johnson Level and Tool Co
    
    J60 40-0569
    
    1
    
    10Saw, Circular
    
    Skil
    
    5250:05:00
    
    1
    
    8Saw, Compound Miter
    
    Dewalt
    
    DW705
    
    1
    
    8Saw, Hacksaw
    
    Starrett
    
    K153
    
    1
    
    8Saw, Hacksaw
    
    Starrett
    
    K153
    
    1
    
    10Saw, Reciprocating
    
    Milwaukee
    
    6390-20
    
    1
    
    8Socket Set
    
    West Ward
    
    4PM18
    
    1
    
    8Sprayer, Hand
    
    Round Up
    
    Pro
    
    1
    
    9Sweeper, Street
    
    American Lincoln
    
    2260
    
    1
    
    8
 Exhibit B-4




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##### 



TOOL
    
    MANUFACTURER
    
    MODEL/TYPE
    
    QTY
    
    BLDGTester, Electric
    
    Fluke
    
    32 Clamp/Combo
    
    1
    
    10Thermometer
    
    Fluke
    
    51 II
    
    1
    
    10Trailer
    
    EZ GO
    
    TR1705
    
    1
    
    8Vacuum, Gas Powered
    
    Parker
    
    350850
    
    1
    
    8Vacuum, Shop
    
    Rigid
    
    16 Gallon
    
    1
    
    10Vacuum, Shop
    
    Stinger
    
    2 Gallon
    
    1
    
    10Vise, Machine
    
    Craftsman
    
    391-5186
    
    1
    
    8Vise, Machine
    
    Harbor Freight Tools
    
    3"
    
    1
    
    8Vise, Machine
    
    Craftsman
    
    391-5186
    
    1
    
    10Washer, Pressure
    
    Aladdin
    
    3000PSI
    
    1
    
    8Washer, Pressure
    
    Honda
    
    GX390-300PSI
    
    1
    
    9Welder, Electric Arc
    
    Dayton
    
    3Z744B
    
    1
    
    8Wrench, Set
    
    Westward
    
    4YR25
    
    1
    
    8
 Exhibit B-5




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##### 



EXHIBIT C-1
 CERTAIN PERMITTED ENCUMBRANCES
   Exhibit C-1




---



##### 



EXHIBIT C-2
 TITLE COMMITMENT
 [FOLLOWS ON NEXT PAGE]
 Exhibit C-2




---



##### 



EXHIBIT D
 EXISTING LEASES
 Building 1 # 7235
    
    Lease DateNextel Communications/Nextel South Corp.1. Second Amendment to Office Lease
    
    March 4, 20042. First Amendment to Office Lease
    
    July 12, 20003. Consent to Sublease
    
    April 7, 20034. Office Lease
    
    April 28, 1999Florida Digital Networks, Inc.1. Commencement Date Addendum
    
    June 1, 20002. Office Lease
    
    February 8, 2000Rockwell Collins, Inc.1. Second Amendment to Office Lease
    
    October 26, 20042. Commencement Date Addendum
    
    April 3, 20003. First Amendment to Office Lease
    
    October 21, 19994. Office Lease
    
    July 16, 1999American Building Maintenance1. First Amendment to Office Lease
    
    September 19, 20032. Office Lease
    
    March 20, 2000
 Exhibit D-1




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##### 



Building 2 # 7255
    
    Lease DateArellano Construction Company(Lease will expire 9/30/05 but Tenant is in holdover rent until 12/31/051. Third Amendment to Office Lease
    
    June 18, 20022. Second Amendment to Office Lease
    
    June 12, 20003. First Amendment to Office Lease
    
    June 20, 19964. Office Lease
    
    May 15, 1995Randle-Eastern Ambulance Service1. Third Amendment to Office Lease
    
    April 22, 20032. Second Amendment to Office Lease
    
    December 4, 19963. First Amendment to Office Lease
    
    March 12, 19964. Amendment to Access Easement Agreement
    
    June 19965. Office Lease
    
    March 12, 1996Protection One Alarms Monitor1. Office Lease
    
    May 17, 2004
 Exhibit D-2




---



##### 



Building 3 # 7245
    
    Lease DateSL Supply Chain Services International1. Landlords Waiver and Consent
    
    October 19, 20042. First Amendment to Office Lease
    
    September 29, 20043. Commencement Date Addendum
    
    December 23, 19994. Landlords Waiver and Consent
    
    November 2, 19995. Office Lease
    
    November 2, 1999Global Cosmetics Company1. Office Lease
    
    September 1, 2005
 Exhibit D-3




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##### 



Building 4 #7200
    
    Lease DateWachovia Bank, N.A.1. First Amendment to Office Lease
    
    May 2, 20022 Office Lease
    
    October 1, 1997CoreStaff Support Services, Inc.1. Office Lease
    
    June 8, 2005CVG International1. Fifth Amendment to Office Lease
    
    March 4, 20042. Fourth Amendment to Office Lease
    
    June 10, 20033. Third Amendment to Office Lease
    
    December 13, 20024. Second Amendment to Office Lease
    
    January 21, 20005. Notice of Sale
    
    April 30, 19996. First Amendment to Office Lease
    
    January 2, 19977. Letter Amendment dated
    
    January 10, 19968. Letter Amendment dated
    
    January 4, 19959. Letter Amendment dated
    
    May 23, 199410. Office Lease
    
    February 26, 1992Itautec America, Inc.1. Second Amendment to Office Lease
    
    July 8, 20042. First Amendment to Office Lease
    
    November 1, 20013. Notice of Sale
    
    April 30, 19994. Commencement Date Addendum
    
    November 11, 19985. Office Lease
    
    July 15, 1998JN Global Productions, Inc.1. Commencement Date Addendum
    
    October 19, 20042. Office Lease
    
    June 18, 2004Argyle Marketing1. Commencement Date Addendum
    
    June 15, 2004Office Lease
    
    May 14, 2004Rexnord Corporation1. Second Amendment
    
    January 6, 20052. First Amendment to Office Lease
    
    May 13, 20023. Office Lease
    
    June 25, 1997
 Exhibit D-4




---



##### 



Cargo Brokers International1. Seventh Amendment to Office Lease
    
    October 4, 20052. Sixth Amendment to Office Lease
    
    October 4, 20043. Fifth Amendment to Office Lease
    
    September 15, 20034. Fourth Amendment to Office Lease
    
    August 12, 20025. Third Amendment to Office Lease
    
    September 10, 20016. Second Amendment to Office Lease
    
    August 16, 20007. First Amendment to Office Lease
    
    October 5, 19998. Letter Amendment
    
    July 5, 19999. Office Lease
    
    September 2, 1994Americas Mortgage Source, Inc.1. Office Lease
    
    October 5, 1999Star Clippers1. Office Lease
    
    November 4, 2004Worldwide Insurance Associates1. Second Amendment to Office Lease
    
    June 22, 20052. First Amendment to Office Lease
    
    June 18, 20053. Office Lease
    
    October 5, 1999Guernica and Gonzalez1. Office Lease
    
    September 29, 2004Oriental Logistics Miami, Inc.
    
    July 1, 20041. First Amendment to Office Lease
    
    July 11, 20042. Office LeaseHeads & Threads International1. Commencement Date Addendum
    
    April 20, 20042. Office Lease
    
    March 24, 2004Martinez Engineering Group1. Office Lease
    
    June 24, 2004Conagra Foods, Inc.1. Office Lease
    
    September 10, 2003Rohde & Schwarz, Inc.1. First Amendment to Office Lease
    
    December 6, 20022. Office Lease
    
    July 12, 2000
 Exhibit D-5




---



##### 



Mercury Air Group,1. Second Amendment to Office Lease
    
    December 10, 20042. First Amendment to Office Lease
    
    January 21, 20043. Office Lease
    
    January 3, 2002Martin Aviation Group, Inc.1. Second Amendment to Office Lease
    
    June 17, 20022. First Amendment to Office Lease
    
    May 23, 19933. Office Lease
    
    July 28, 1992Seena Sales Corporation5. First Amendment to Office Lease
    
    November 26, 20036. Office Lease
    
    November 8, 2000Central Billing Bureau, Inc.1. Office Lease
    
    November 1, 2002Ross & Baruzzini1. First Amendment to Office Lease
    
    September 12, 20052. Office Lease
    
    July 26, 2004Brooks Security, Inc. & Security Management Innovations, Inc.1. Office Lease
    
    July 28, 2005Multiflora Corporation and Vistaflor Corporation1. Commencement Date Addendum
    
    August 19,. 20052. Office Lease
    
    September 1, 2005Nihon Kohden America1. Office Lease
    
    March 30, 2004Continucare Corporation1. Office Lease
    
    June 3, 2004Elo Touchsystems, Inc.(Tenant will be relocating to 7300 joining Tyco Healthcare)1. Office Lease
    
    October 12, 2001Fedex Trade Networks, Inc.1. Notice of Sale dated
    
    April 30, 19992. First Amendment to Office Lease
    
    February 15, 20013. Consent to Assignment
    
    February 15, 20014. Office Lease
    
    March 6, 1996Camanchaca, Inc.1. Letter Amendment
    
    January 30, 2003
 Exhibit D-6




---



##### 



2. First Amendment to Office Lease
    
    December 13, 20023. Office Lease
    
    April 25, 2001GM Underwriters, Inc.1. Office Lease
    
    November 10, 2004Brooks Security, Inc. & Northern Capital Insurance1. First Amendment to Office Lease
    
    June 20, 20052. Office Lease
    
    November 12, 2004Lea & Elliot, Inc.1. Third Amendment to Office Lease
    
    July 19, 20052. Notice of Sale
    
    April 30, 19993. Letter Amendment
    
    July 5, 19994. First Amendment to Office Lease
    
    August 8, 20005. Second Amendment to Office Lease
    
    November 17, 20006. Office Lease
    
    July 10, 1998Ameriquest Mortgage(Lease expired but Tenant is in holdover rent until 10/31/05)1. Notice of Sale
    
    April 20, 19992. First Amendment to Office Lease
    
    January 29, 20023. Letter Amendment
    
    April 1, 20024. Office Lease
    
    April 8, 1997Marchon Eyewear, Inc.1. Office Lease
    
    September 13, 2004Steris Corporation1. First Amendment to Office Lease
    
    December 1, 20022. Office Lease
    
    January 20, 1999Cooper Power Systems1. Office Lease
    
    April 28, 2004Wachovia Bank (Drive Thru)1. Office Lease
    
    October 1, 1997
 Exhibit D-7




---



##### 



Building #5 7205
    
    Lease DateGabriella Rodriguez1. Consent to Assignment and Assumption
of Lease
    
    June 9, 20032. First Amendment to Office Lease
    
    December 13, 20023. Notice of Sale
    
    April 30, 19994. Letter Amendment
    
    March 19, 19995. Consent to Assignment and Assumption of Lease
Agreement
    
    August 8, 20006. Office Lease
    
    February 27, 2998Delta Care/Dental Health Plan1. Notice of Sale
    
    April 30, 19992. First Amendment to Office Lease
    
    May 13, 20023. Office Lease
    
    October 8, 1997Roanoke Brokerage Services Inc.1. Second Amendment
    
    February 11, 20052. First Amendment to Office Lease
    
    March 1, 20003. Office Lease
    
    October 8, 1997Network Engineering Services, Inc.1. Office Lease
    
    October 15, 2003Netco, Inc.1. Office Lease
    
    February 2, 2004HR Benefits Services, Inc.1. First Amendment to Office Lease
    
    July 31, 20042. Office Lease
    
    no date 2001Norman G. Jensen1. First Amendment to Office Lease
    
    July 19, 20042. Office Lease
    
    April 1, 2004Thomas Miller (Miami), Inc.1. Third Amendment to Office Lease
    
    August 9, 20052. Second Amendment to Office Lease
    
    May 11, 20043. First Amendment to Office Lease
    
    May 23, 19984. Office Lease
    
    June 15, 1997Gonzalez & Monteagudo1. Office Lease
    
    September 29, 2004
 Exhibit D-8




---



##### 



Building
#5 7205
    
    Lease DateCognisa Security, Inc.1. First Amendment
    
    March 8, 20052. Office Lease
    
    March 1, 2000Clarion Latin America Corp.1. Second Amendment to Office Lease
    
    March 18, 20042. First Amendment to Office Lease
    
    March 25, 20033. Office Lease
    
    March 15, 2001Coverall of South Florida1. Consent to Sublease
    
    February 14, 20052. First Amendment to Office Lease
    
    March 15, 20023. Office Lease
    
    April 15, 1998American Security Administrative Services1. First Amendment to Office Lease
    
    August 4, 20032. Letter Amendment
    
    April 8, 19973. Office Lease
    
    March 4, 1999SCM USA, LLC1. Office Lease
    
    March 12, 2003International Managed Care1. First Amendment to Office Lease
    
    April 18, 20002. Second Amendment to Office Lease
    
    October 8, 20023. Third Amendment to Office Lease
    
    September 5, 20034. Fourth Amendment to Office Lease
    
    December 10, 20035. Office Lease
    
    March 31, 1998McQuay Latin America1. First Amendment to Office Lease
    
    December 9, 20022. Letter Amendment
    
    December 23, 19983. Notice of Sale
    
    April 30, 19994. Security Deposit Assignment
    
    May 1, 19975. Letter Amendment
    
    January 8, 19976. Office Lease
    
    October 22, 1997Health Reinsurance1. First Amendment to Office Lease
    
    September 5, 20032. Office Lease
    
    December 23, 1998South Atlantic Mortgage1. Office Lease
    
    July 8, 2004
 Exhibit D-9




---



##### 



Building #5 7205
    
    Lease DateSecuritas Security1. Second Amendment to Office Lease
    
    November 24, 20032. First Amendment to Office Lease
    
    March 7, 20033. Reimbursement Agreement
    
    April 23, 20044. Office Lease
    
    May 11, 2004Mexicana Airlines1. Second Amendment to Office Lease
    
    November 14, 20032. First Amendment to Office Lease
    
    March 7, 20033. Office Lease
    
    August 20, 1997Soletanche, Inc.1. Office Lease
    
    September 9, 2004Interamerican Services, Corp.1. First Amendment to Office Lease
    
    May 26, 20052. Office Lease
    
    July 18, 2002JL Media, Inc.1. Notice of Sale
    
    April 30, 19992. First Amendment to Office Lease
    
    October 31, 20023. Office Lease
    
    June 17, 1997
 Exhibit D-10




---



##### 



Building #6 7415
    
    Lease DateRunway Grill, Inc.1. Consent to Assignment and Assumption of Lease
Agreement
    
    August 8, 20002. Notice of Sale
    
    April 30, 19993. Third Amendment to Office Lease
    
    April 28, 20004. Disclosure Statement
    
    February 21, 19975. Second Amendment to Office Lease
    
    August 27, 19986. First Amendment to Office Lease
    
    April 7, 19987. Office Lease
    
    February 14, 1997Fiesta Marketing1. First Amendment to Office Lease
    
    February 23, 20042. Office Lease
    
    February 23, 2004American Standards1. Commencement Date Addendum
    
    May 13, 20032. Fifth Amendment to Office Lease
    
    June 18, 20023. Fourth Amendment to Office Lease
    
    March 15, 20014. Third Amendment to Office Lease
    
    March 1, 19955. Second Addendum to Office Lease
    
    March 8, 19916. First Amendment to Office Lease
    
    July 12, 19987. Office Lease
    
    December 16, 1985Note: Lease with American Standards to be terminated.Uno Money Transfers1. Guaranty of UnoGroup Holding
    
    August 6, 20012. Office Lease
    
    August 16, 2001
 Exhibit D-11




---



##### 



Building #7 7400
    
    Lease DateParker Hannifin1. Second Amendment to Office Lease
    
    April 1, 20032. First Amendment to Office Lease
    
    March 23, 19983. Office Lease
    
    July 20, 1995TODO 1 Services, Inc.1. Third Amendment to Office Lease
    
    June 14, 20052. Second Amendment to Office Lease
    
    August 6, 20033. First Amendment to Office Lease
    
    July 31, 20034. Name Change Notice from Florida Secretary
of State
    
    March 23, 20015. Office Lease
    
    July 12, 2000Pacific Services1. Second Amendment to Office Lease
    
    September 15, 20052. First Amendment to Office Lease
    
    August 8, 20003. Office Lease
    
    April 27, 1995Danka Industries1. Second Amendment to Office Lease
    
    February 15, 20012. First Amendment to Office Lease
    
    November 8, 20003. Notice of Sale
    
    April 30, 19994. Letter Amendment
    
    December 16, 19975. Letter Amendment
    
    December 11, 19966. Office Lease
    
    September 8, 1995Mazda Motor1. Office Lease
    
    January 16, 2001
 Exhibit D-12




---



##### 



Building #8 7300
    
    Lease DateHi-Tech Accounting1. Office Lease
    
    August 17, 2004Pan American Bank1. Office Lease
    
    September 30, 2005American President Lines1. Third Amendment to Office Lease
    
    August 8, 20002. Second Amendment to Office Lease
    
    April 18, 20003. Unconditional Reimbursement Agreement
    
    May 31, 20004. First Amendment to Office Lease
    
    June 24, 19995. Notice of Sale
    
    April 30, 19996. Letter Amendment
    
    March 19, 19997. Office Lease
    
    March 16, 1998Road America Motor Club Inc.1. First Amendment to Office Lease
    
    July 26, 20052. Office Lease
    
    March 12, 2004Symetra Life Insurance1. Office Lease
    
    December 1, 2004Barbara Palacios Design Company, LLC1. Office Lease
    
    June 24, 2004Mailcreations.COM, Inc.1. Second Amendment to Office Lease
    
    August 19, 20032. First Amendment to Office Lease
    
    August 12, 20023. Office Lease
    
    November 15, 2001Spectrum Investments Corp.1. Fourth Amendment to Office Lease
    
    June 17, 20052. Consent to Sublease
    
    January 17, 20053. Third Amendment to Office Lease
    
    March 19, 20034. Second Amendment to Office Lease
    
    October 20, 20015. First Amendment to Office Lease
    
    August 9, 20006. Office Lease
    
    August 8, 2000
 Exhibit D-13




---



##### 



Building #8 7300
    
    Lease DateLuxottica Sun Corp.1. Fifth Amendment to Office Lease
    
    March 5, 20032. Fourth Amendment to Office Lease
    
    March 1, 20003. Notice of Sale
    
    April 30, 19994. Addendum to Lease
    
    April 3, 19965. Consent to Assignment
    
    April 3, 19966. Third Amendment to Office Lease
    
    October 31, 19987. Second Amendment to Office Lease
    
    October 22, 19978. First Amendment to Office Lease
    
    February 19, 19979. Office Lease
    
    October 31, 1994Independent Order of Foresters1. Office Lease
    
    February 16, 2005Tyco Healthcare Group(Relocation from 7200 & 7650 to 7300  effective est. 9/1/04)1. Third Amendment
    
    May 6, 20052. Second Amendment
    
    March 4, 2005Assurant, Inc.1. Certificate of Merger Letter
    
    February 4, 20042. Third Amendment to Office Lease
    
    February 28, 20033. Second Amendment to Office Lease
    
    January 1, 20024. First Amendment to Office Lease
    
    January 14, 20005. Office Lease
    
    April 30, 1999South Florida Employment & Training1. First Amendment to Office Lease
    
    June 1, 20032. Office Lease
    
    December 6, 2002Parsons Brickerhoff1. First Amendment to Office Lease
    
    September 15, 20052. Office Lease
    
    July 3, 2002Systems Union, Inc.1. Office Lease
    
    July 2, 2001Gannett Fleming, Inc.1. Commencement Date Addendum
    
    January 9, 20022. Office Lease
    
    December 6, 2002GE Seaco America, LLC1. First Amendment to Office Lease
    
    March 15, 20012. Office Lease
    
    September 10, 1997Cuba Travel Services, Inc.1. Consent to Sublease
    
    May 26, 2005
 Exhibit D-14




---



##### 



Building #8 7300
    
    Lease Date2. Office Lease
    
    May 13, 2002Pinnacle International Investments, Inc.1. Office Lease
    
    September 10, 2003Fortis Benefits Inc. Co.1. Office Lease
    
    February 20, 2003Spectrum Investments Corp1. Consent to Sublease
    
    January 17, 20052. Third Amendment to Office Lease
    
    March 19, 20033. Second Amendment to Office Lease
    
    August 6, 20024. First Amendment to Office Lease
    
    August 9, 20005. Office Lease
    
    August 8, 2000HWE (Americas) LLC1. Notice of Default
    
    May 6, 20052. Consent to Sublease
    
    March 31, 20033. Sublease
    
    March 31, 20034. Guaranty of Henry Walker Group
    
    August 14, 2001
 Exhibit D-15




---



##### 



Building #9 7600
    
    Lease DateNeighborhood Health Partnership1. Ninth Amendment to Office Lease
    
    May 20, 20032. Eighth Amendment to Office Lease
    
    February 20, 20033. Seventh Amendment to Office Lease
    
    April 1, 20024. Consent to Assignment
    
    June 19, 20025. Sixth Amendment to Office Lease
    
    January 29, 20016. Fifth Amendment to Office Lease
    
    May 24, 20017. Fourth Amendment to Office Lease
    
    April 18, 20008. Third Amendment to Office Lease
    
    December 11, 19989. Notice of Sale
    
    April 30, 199910. Second Amendment to Office Lease
    
    January 22, 199811. First Amendment to Office Lease
    
    November 5, 199712. Office Lease
    
    October 31, 1996Parson Transportation Group1. Substantial Completion Letter
    
    January 10, 20032. Guarantee of Patent Company
    
    August 29, 20023. Office Lease
    
    September 13, 2002General Electric Company1. Reimbursement Agreement
    
    August 1, 20032. Office Lease
    
    December 1, 2003
 Exhibit D-16




---



##### 



Building #10 7650
    
    Lease DateTyco Healthcare Group1. Second Amendment to Office Lease
    
    March 4, 20052. First Amendment to Office Lease
    
    June 24, 19993. Notice of Sale
    
    April 30, 19994. Office Lease
    
    June 15, 1998The Group Advance Marketing1. Commencement Date Addendum
    
    January 16, 20042. Office Lease
    
    December 31, 2003Trane Central America, Inc.1. Third Amendment to Office Lease
    
    July 26, 20042. Second Amendment to Office Lease
    
    May 21, 20043. Subordination, Nondisturbance and Attorney
Agreement
    
    April 29, 20044. Notice of Sale
    
    April 30, 19995. First Amendment to Office Lease
    
    August 20, 19996. Office Lease
    
    May 24, 1996Ricoh Latin America1. Second Amendment to Office Lease
    
    October 7, 20032. Unanimous written consent of directors of
Ricoh Corporation
    
    April 14, 19973. First Amendment to Office Lease
    
    April 20, 19994. Office Lease
    
    April 22, 1997URS Corporation1. Second Amendment
    
    February 22, 20052. First Amendment
    
    June 19, 20033. Office Lease
    
    October 31, 2002Bellsouth Telecommunications1. Fourth Amendment to Office Lease and
Consent to Assignment
    
    June 28, 20012. Third Amendment to Office Lease
    
    October 20, 20003. Notice of Sale
    
    April 30, 19994. Second Amendment to Office Lease
    
    January 21, 20005. First Amendment to Office Lease
    
    January 11, 19996. Disclosure Statement
    
    November 30, 19967. Office Lease
    
    November 27, 1996
 Exhibit D-17




---



##### 



Building #10 7650 and #11 7665
    
    Lease DateNorwegian Cruise Lines, Ltd.1. Fourth Amendment to Office Lease
    
    June 1, 20052. Third Amendment to Office Lease
    
    August 30, 20043. Second Amendment to Office Lease
    
    March 18, 20034. Consent to Assignment
    
    February 25, 20025. First Amendment to Office Lease
    
    March 24, 19976. Office Lease
    
    September 1996
 Exhibit D-18




---



##### 



EXHIBIT E
 EXISTING AGREEMENTS
 Schedule of Service Contracts
    
    AIRPORT CORPORATE CENTER7200-7665 Corporate Center DriveMiami, Fl 33126
 Monthly
    
    Annual
    
    ContractValue Dollar
    
    Dollar Value
    
    Roll-Over orServices Covered
    
    
    
    Vendor
    
    
    
    
    
    Start Date of
    
    Term of
    
    
    
    of Contract
    
    of Contract
    
    ExtensionBy Contract
    
    Vendor Name
    
    Address
    
    Vendor Contact
    
    Phone #
    
    Contract
    
    Contract
    
    Expiration Date
    
    (Approx.)
    
    (Approx.)
    
    (Yes/No)Janitorial
    
    ABM
    
    7235 N.W. 19
    
    Noel Perez
    
    786-229-7117
    
    
    
    M-M
    
    M-M
    
    $66,000
    
    $792,000
    
    NoSt Bay H, Miami Fl33126Security
    
    Allied Barton
    
    14750 NW 77th
    
    Darriel
    
    305-819-3881
    
    
    
    M-M
    
    M-M
    
    $57,000
    
    $684,000
    
    NoCourt, Suite
    
    Prestegard330, MiamiFl 33016Fire Sprinklers
    
    A-1 Fire d/b/a All
    
    504 NW 190
    
    Jan Folk
    
    305-653-1142
    
    
    
    M-M
    
    M-M
    
    
    
    $4,500
    
    NoFire
    
    Street Miami,
    
    
    
    305-653-4380
    
    
    
    
    
    
    
    
    
    
    
    NoFL 33179Liebert
    
    AirTech Air
    
    7805 NW 55
    
    Mike Jaffe
    
    305-592-5780
    
    
    
    M-M
    
    
    
    $285
    
    $3,420
    
    NoMaintenance-
    
    Condition
    
    Street Miami,Fortis
    
    
    
    FL 33166Monitoring
    
    King III
    
    751 Canyon Drive,
    
    
    
    800-354-6473
    
    1/24/2004
    
    1 Year
    
    30-day
    
    $593
    
    $7,116
    
    YesElevator Phones
    
    
    
    Suite 100
    
    
    
    
    
    
    
    
    
    Cancellation4,5,8,9,10,11
    
    
    
    Coppell, TX75019Trash Disposal
    
    BFI
    
    7650 NW 190
    
    
    
    305-638-3800
    
    
    
    M-M
    
    
    
    $4,500
    
    $54,000
    
    NoStreet Miami,FL 33179
 Exhibit E-1




---



##### 



Schedule of Service Contracts
    
    AIRPORT CORPORATE CENTER7200-7665 Corporate Center DriveMiami, Fl 33126
 Monthly
    
    Annual
    
    ContractValue Dollar
    
    Dollar Value
    
    Roll-Over orServices Covered
    
    
    
    Vendor
    
    
    
    
    
    Start Date of
    
    Term of
    
    
    
    of Contract
    
    of Contract
    
    ExtensionBy Contract
    
    Vendor Name
    
    Address
    
    Vendor Contact
    
    Phone #
    
    Contract
    
    Contract
    
    Expiration Date
    
    (Approx.)
    
    (Approx.)
    
    (Yes/No)HVAC
    
    Brophy Air
    
    2950 SW 28th
    
    
    
    305-444-6404
    
    
    
    
    
    30-day
    
    $510
    
    $6,120
    
    NoTodo 1 & AMR
    
    
    
    Lane Miami FL
    
    
    
    
    
    
    
    
    
    Cancellation33133Trash Disposal
    
    Waste Tech
    
    7003 Chadwick
    
    
    
    615-790-6808
    
    11/1/2002
    
    
    
    30-day
    
    $1,200
    
    $14,400
    
    YesConsultant
    
    
    
    Drive, Suite
    
    
    
    
    
    
    
    
    
    Cancellation280Brentwood, TN37027Paper Recycling
    
    Caribbean Fibers,
    
    P.O. Box
    
    Jorge Barreto
    
    305-525-4866
    
    4/9/2002
    
    1 year
    
    30-day
    
    $140
    
    $1,680
    
    YesInc.
    
    822643 Miami,
    
    
    
    
    
    
    
    
    
    CancellationFL 33082Uniform
    
    Cintas Uniform
    
    1111 NW 209
    
    Richard Chamberlain
    
    954-538-9220
    
    M-M
    
    M-M
    
    M-M
    
    $530
    
    $6,360Maintenance
    
    
    
    AvenuePembrokePines, FL33029Window Washing
    
    Cliffhangers
    
    5561 NW 74
    
    Roberto Calderin
    
    305 887-0700
    
    M-M
    
    M-M
    
    M-M
    
    
    
    $43,000
    
    YesAve. Miami, Fl33166Internet-T-1 Line
    
    Florida Digital
    
    P.O. Box
    
    
    
    305-468-1040
    
    
    
    M-M
    
    M-M
    
    $900
    
    $10,800862172 Miami,FL 32886-2172Copier & Fax
    
    GE Capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    $656
    
    $7,872UPS Maintenance
    
    Liebert Global
    
    PO Box 70474
    
    
    
    
    
    
    
    
    
    
    
    
    
    $28,877
    
    YesServices,
    
    Chicago, ILBuildings 9, 10 & 11
    
    60673-011
 Exhibit E-2




---



##### 



Schedule of Service Contracts
    
    AIRPORT CORPORATE CENTER7200-7665 Corporate Center DriveMiami, Fl 33126
 Monthly
    
    Annual
    
    ContractValue Dollar
    
    Dollar Value
    
    Roll-Over orServices Covered
    
    
    
    Vendor
    
    
    
    
    
    Start Date of
    
    Term of
    
    
    
    of Contract
    
    of Contract
    
    ExtensionBy Contract
    
    Vendor Name
    
    Address
    
    Vendor Contact
    
    Phone #
    
    Contract
    
    Contract
    
    Expiration Date
    
    (Approx.)
    
    (Approx.)
    
    (Yes/No)Elevator
Maintenance -
Bldg 9
    
    ThyssenKrupp
    
    7481 NW 66thStreet
    
    
    
    305-592-7722
    
    
    
    M-M
    
    
    
    $2,250
    
    $27,000Fire Extinguishers
    
    Alpha Fire
    
    
    
    
    
    
    
    
    
    M-M
    
    M-M
    
    
    
    $1,100EquipmentGolf Cart Lease
Agreement
    
    Nasrep Leasing
    
    
    
    
    
    
    
    
    
    
    
    
    
    $1,323
    
    $15,876Elevator Service
    
    Otis Elevator
    
    1151  NW
    
    
    
    305-626-3522
    
    1/1/2001
    
    M-M
    
    12/31/2005
    
    $11,800
    
    $141,600Bldgs 4,5,8,10,11
    
    
    
    159th DrivePostage Machine
    
    Pitney Bowes
    
    
    
    
    
    800-659-2555
    
    M-M
    
    M-M
    
    M-M
    
    $250
    
    $3,000Postage Machine
    
    Purchase Power
    
    
    
    
    
    800-659-2555
    
    M-M
    
    Quarterly
    
    M-M
    
    $583
    
    $2,332Printer Maintenance
    
    Saxon BusinessAvenue
    
    13925 NW 60th
    
    
    
    305-362-0100
    
    M-M
    
    M-M
    
    M-M
    
    $246
    
    $2,952Control Access
    
    Siemens
    
    10111 Business
    
    
    
    954-442-6200
    
    
    
    
    
    
    
    $4,452
    
    $53,424Monitoring 4, 5,
    
    
    
    Drive Miramar,8,9,10,11
    
    
    
    FL 33025Fire Panel Service
    
    Simplex
    
    3801
    
    
    
    954-862-5256
    
    
    
    Payment
    
    
    
    
    
    $30,413Commerce
    
    
    
    
    
    
    
    in Jan &Parkway
    
    
    
    
    
    
    
    JuneExterior Landscaping
    
    Southern Services
    
    8721 SW 126th
    
    Thomas Sirak
    
    786-586-5994
    
    M-M
    
    M-M
    
    M-M
    
    $23,000
    
    $276,000TerraceInterior Plant
    
    Southern Services
    
    8721 SW 126th
    
    Thomas Sirak
    
    786-586-5994
    
    M-M
    
    M-M
    
    M-M
    
    $1,045
    
    $12,540Maintenance
    
    
    
    Terrace
 Exhibit E-3




---



##### 



Schedule of Service Contracts
    
    AIRPORT CORPORATE CENTER7200-7665 Corporate Center DriveMiami, Fl 33126
 Monthly
    
    Annual
    
    ContractValue Dollar
    
    Dollar Value
    
    Roll-Over orServices Covered
    
    
    
    Vendor
    
    
    
    
    
    Start Date of
    
    Term of
    
    
    
    of Contract
    
    of Contract
    
    ExtensionBy Contract
    
    Vendor Name
    
    Address
    
    Vendor Contact
    
    Phone #
    
    Contract
    
    Contract
    
    Expiration Date
    
    (Approx.)
    
    (Approx.)
    
    (Yes/No)Granite Floor
Polishing
Buildings 4,5,8,9,10,11
    
    Stuart Dean Co.
    
    
    
    Mary Ann Degan
    
    305-652-9595
    
    
    
    
    
    
    
    $3,177
    
    $38,124Emergency Generator
    
    TAW Power
    
    440 South 78th
    
   Service Dept
    
    954-977-0202
    
    M-M
    
    M-M
    
    M-MMaintenance
    
    Systems
    
    Street Miami, FLChiller and Cooling
    
    Trane
    
    7415 Corporate
    
    
    
    305-592-0672
    
    M-M
    
    M-M
    
    M-M
    
    
    
    $120,000Tower Maintenance
    
    
    
    Center DriveWater Treatment
    
    Triton
    
    
    
    Richard Nelson
    
    
    
    
    
    
    
    30-day Cancellation
    
    $900
    
    $10,800
    
    YesPest Control
    
    Truly Nolen
    
    6135 NW 167th
    
    Jack
    
    305-823-2847
    
    M-M
    
    M-M
    
    M-M
    
    $1,235
    
    $14,820StreetTrash Disposal-
    
    Waste Management
    
    2125 NW 10th
    
    
    
    305-471-4444
    
    M-M
    
    M-M
    
    M-M
    
    $2,300
    
    $27,600Bldg 11
    
    
    
    Court Miami,FL 331127Letter of Credit
Parcel 12
    
    Wachovia Bank
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $225
    
    NoTrash Disposal
    
    Waste Tech
    
    7003 Chadwick
    
    
    
    615-790-6808
    
    11/1/2002
    
    
    
    30-day
    
    $1,200
    
    $14,400
    
    YesConsultant
    
    
    
    Drive, Suite 280
    
    
    
    
    
    
    
    
    
    CancellationBrentwood, TN37027
 Exhibit E-4




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##### 



EXHIBIT F
 ASSIGNMENT AND ASSUMPTION OF LEASES
 AGREEMENT    MIAMI RPFIV AIRPORT
CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY Assignor        Assignee
 STATEMENT OF FACTS
 Agreement of Sale Premises
   TERMS
 NOW THEREFORE
  Space Leases
  TO HAVE AND TO HOLD




---



##### 








---



##### 








---



##### 



IN WITNESS WHEREOF
 ASSIGNOR:MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES
LIMITED LIABILITY COMPANYBy:
    
    MIAACCIV, LLC,its managing memberBy:Name:Title:ASSIGNEE:By:Name:Title:




---



##### 



SCHEDULE A
 SPACE LEASES




---



##### 



SCHEDULE B
 SECURITY DEPOSITS




---



##### 



EXHIBIT F-1
 GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
 THIS GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT    MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY
 W I T N E S  S E T H:
 Exhibit A




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##### 



IN WITNESS WHEREOF
 ASSIGNOR:MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES
LIMITED LIABILITY COMPANYBy:
    
    MIAACCIV, LLC,its managing memberBy:Name:Title:ASSIGNEE:By:,aBy:Name:Title:




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##### 



EXHIBIT G
 LEASING COMMISSIONS AND TENANT IMPROVEMENTS COSTS
 AIRPORT CORPORATE CENTER
 OUTSTANDING COMMISSIONS AS OF OCTOBER 5, 2005
 OUTSTANDINGTOTAL
    
    PAID
    
    OUTSTANDING
    
    COMMISSIONTENANT
    
    COMMISSION
    
    COMMISSION
    
    COMMISSION
    
    DUE DATE
    
    COMMENTSPanAmerican Bank
    
    $
    112,297.50
    
    
    $
    0.00
    
    
    $
    112,297.50
    
    
    1st half - 10/15/052nd half - 2/1/06
    
    1st half commission due 10/15/05.  2nd half commission payment is due upon commencement of the lease term on 2/1/06.Cargo Brokers International
    
    $
    1,631.20
    
    
    $
    0.00
    
    
    $
    1,631.20
    
    
    10/15/2005
    
    Total commission due 10/15/05.Pacific Services & Trading
    
    $
    11,308.64
    
    
    $
    0.00
    
    
    $
    11,308.64
    
    
    10/1/2005
    
    Outstanding commission invoiced 10/3/05.  Payment being processed.Spectrum Investments
    
    $
    33,690.53
    
    
    $
    16,845.27
    
    
    $
    16,845.27
    
    
    10/1/2005
    
    Outstanding Commission invoiced 10/3/05.  Payment being processed.Worldwide Insurance
    
    $
    1,942.21
    
    
    $
    971.11
    
    
    $
    971.11
    
    
    11/1/2005
    
    Outstanding commission due upon commencement of the renewal term on 11/1/05.Lea + Elliott
    
    $
    9,975.33
    
    
    $
    4,987.67
    
    
    $
    4,987.67
    
    
    12/1/2005
    
    Outstanding commission due upon commencement of the renewal term on 12/1/05.Ross & Baruzzini
    
    $
    6,766.20
    
    
    $
    0.00
    
    
    $
    6,766.20
    
    
    1st half - 9/15/052nd half - 1/1/06
    
    1st half invoiced 9/19/05.  Payment being processed.  2nd half commission payment is due upon completion of the tenant improvements and occupancy by Tenant of the premises estimated to be 1/1/06.Tyco Healthcare Group
    
    $
    127,144.74
    
    
    $
    63,572.37
    
    
    $
    63,572.37
    
    
    12/1/2005
    
    Outstanding Commission reflects 2nd half commission payment which is due upon completion of the tenant improvements and occupancy by Tenant of the
premises estimated to be 12/1/05.Tyco Healthcare Group
    
    $
    42,488.43
    
    
    $
    21,244.22
    
    
    $
    21,244.22
    
    
    12/1/2005
    
    Outstanding Commission reflects 2nd half commission payment which is due upon completion of the tenant improvements and occupancy by Tenant of the
premises estimated to be 12/1/05.NCL
    
    $
    5,930.16
    
    
    $
    2,965.08
    
    
    $
    2,965.08
    
    
    4/1/2007
    
    NCL currently subleases the premises from BellSouth.  Outstanding Commission reflects 2nd half commission payment which is due upon
BellSouth's lease expiration and commencement of NCL's lease of the
premises.
 
 Note:The above list includes commission due relative to leases that have been executed as of 10/5/05. The list does not include commissions relative to pending leases nor does it
include commissions that would be due relative to options contained in existing leases. Exhibit G-1




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##### 



Schedule of Tenant Improvement Allowance
Outstanding Balances as of October 5, 2005
 Tenant
    
    Bldg/Suite
    
    TI Allowance
    
    Paid
    
    Balance DueSymetra Life Insurance
Co.
    
    7300/205
    
    $
    115,710.00
    
    
    $
    94,289.53
    
    
    $
    21,420.47Rockwell Colllins
    
    7235/FGH
    
    $
    608,888.00
    
    
    $
    0.00
    
    
    $
    608,888.00Tyco Healthcare Group
    
    7300/312
    
    $
    303,800.00
    
    
    $
    1,007.50
    
    
    $
    302,792.50Spectrum Investment
    
    7300/304
    
    $
    32,417.00
    
    
    
    
    
    
    $
    32,417.003rd Floor Bldg 8 Corridor
    
    3rd Floor
    
    $
    25,000.00
    
    
    $
    0.00
    
    
    $
    25,000.002nd Floor Bldg 8 Corridor
    
    2nd Floor
    
    $
    29,221.00
    
    
    $
    17,803.50
    
    
    $
    11,417.50NCL Ltd.
    
    7650/110,300,500
    
    $
    245,116.41
    
    
    $
    58,399.00
    
    
    $
    186,717.41Parson Brinckerhoff
    
    8/201
    
    $
    1,555.00
    
    
    
    
    
    
    $
    1,555.00Pacific Services
    
    7/D
    
    $
    12,880.00
    
    
    
    
    
    
    $
    12,880.00Ross & Baruzzini
    
    5/501
    
    $
    67,125.00
    
    
    
    
    
    
    $
    67,125.00PanAmerican Bank
    
    8/102
    
    $
    264,273.45
    
    
    
    
    
    
    $
    264,273.45TOTAL
    
    
    
    
    
    
    
    
    
    
    
    $
    863,652.88
 Exhibit G-2




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##### 



EXHIBIT H
 TENANT ESTOPPEL CERTIFICATE
 FORM OF TENANT ESTOPPEL LETTER
 ESTOPPEL LETTER
 [Buyer]
    
    [Lender]
 Re:
    
    Confirmation of Lease Agreement for premises at Corporate Center Drive,
Miami, Florida(the Premises) forming part of Airport Corporate Center(the
Property)
  Miami RPFIV Airport Corporate Center Associates Limited Liability Company
 2.
    
    The undersigned is the tenant under a Lease dated  for premises located at 
Corporate Center Drive, Miami, Florida,which lease has been amended by the following
amendments (the Lease):[insert]3.
    
    The Lease is in full force and effect and has not been amended, modified,
supplemented for superseded (except as specifically stated above), and together
herewith constitutes the entire agreement between the undersigned and Landlord with
respect to the Premises. There is no other agreement (except for the agreements
contained herein) between the undersigned and the Landlord with respect to the
Premises or any other space at the Property.4.
    
    Neither the undersigned nor the Landlord is in default under the Lease.
There is no defense, offset, claim or counterclaim by or in favor of the undersigned
against Landlord under the Lease or against the obligations of the undersigned under
the Lease.5.
    
    The undersigned has not received notice and is not aware of any prior
transfer, assignment, hypothecation or pledge by Landlord or of any of Landlords
interest in the Lease, except to you.6.
    
    The monthly base or minimum rent due under the lease is $. Tenant has fully
paid all base rent, additional rent and other sums due and
 Exhibit H-1




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##### 



payable under the Lease through , 2005. Tenant has not paid any rent more than one
month in advance.
 7.
    
    There are no actions, voluntary or otherwise, pending or, to the best
knowledge of the undersigned, threatened against the undersigned under the bankruptcy,
reorganization, moratorium or similar laws of the United States, any state thereof or
any other jurisdiction.8.
    
    The undersigned has accepted possession of, and commenced normal business
operations at the entire premises; the term of the Lease has commenced; the
undersigned has commenced the payment of rents for all space subject to the Lease; and
the expiration date of the Lease is .9.
    
    All work to be performed by Landlord under the Lease has been completed in
accordance with the Lease and has been accepted by the undersigned and all
reimbursements and allowances due to the undersigned under the Lease in connection
with any work performed by Landlord or the undersigned have been paid in full.10.
    
    Tenant has paid to Landlord a cash security deposit in the amount of $.
{Tenant has delivered to Landlord a security deposit in the form of a letter of credit
in the amount of $.] [Identify by instrument number, date, issuing bank, and named
beneficiary.] The security deposit delivered by Tenant to Landlord is non-interest
bearing. Of such deposit $ remains on deposit with Landlord [and the current amount
available to be drawn under such letter of credit is $.]11.
    
    Except as provided in Schedule 1, Tenant has not assigned or encumbered or
entered into a sublease for any portion of the Premises and no person or firm other
than Tenant, its subtenants or assignee and their respective employees is in
possession of the Premises or any portion thereof.12.
    
    Except as provided in the Lease, Tenant does not have any options or rights
to renew or expand the Lease nor lease any additional space in the Property.13.
    
    The undersigned has no right or option pursuant to the Lease or otherwise to
purchase all or any part of the Premises or the Property.14.
    
    Neither the undersigned Tenant nor the Landlord has commenced any action or
given or received any notice for the purpose of terminating the Lease.
 Exhibit H-2




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##### 



15.
    
    The correct name and mailing address of Tenant for notice purposes under the Lease
is as follows:
 Attn:Copy to:Attn:
 16.
    
    Tenant understands that this Certificate is required in connection with
Buyers acquisition of the Property, and Tenant agrees that Buyer and its lenders,
successors and/or assigns (including, without limitation, Buyers Lender, any other
parties providing financing of any type or equity in connection with Buyers
acquisition of the Property, and their respective successors and/or assigns) will, and
will be entitled to, rely on the truth of this Certificate.17.
    
    The party executing this Certificate on behalf of Tenant represents that
he/she has been duly authorized to do so on behalf of Tenant.
 Very truly yours,[NAME OF TENANT]By:Name:Title:
 Exhibit H-3




---



##### 



EXHIBIT I
 PENDING LITIGATION




---



##### 



EXHIBIT J  SPECIAL WARRANTY DEED
 DEED
  
 
 
  
 
 
 
 SPECIAL WARRANTY DEED
 
  Witnesseth: TEN DOLLARS ($10.00) Exhibit
A
 Together,
 Under and Subject Exhibit B
 To Have and to Hold,
 And




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##### 



In Witness Whereof,
 Signed, sealed and delivered in the presence of:
    
    MIAMI RPFIV AIRPORT CORPORATE
ASSOCIATES LIMITED LIABILITY
COMPANYWitness:Print Witness Name
    
    By:
    
    MIAACCIV, LLC,its managing memberWitness:
    
    
    
    By:Print Witness Name:
    
    
    
    
    , Vice PresidentAddress of Grantor:c/o GE Asset ManagementIncorporated3003 Summer StreetP.O. Box 7900Stamford, Connecticut 06905Address of Grantee:




---



##### 



STATE OF
    
    ::
    
    ss.COUNTY OF
    
    :
 
 Notary SignatureNotary Printed SignatureNotary Public Serial Number:My Commission Expires:




---



##### 



EXHIBIT A
 SCHEDULE A
TO EXHIBIT J




---



##### 



EXHIBIT K
 BILL OF SALE
 THIS BILL OF SALE   MIAMI RPFIV AIRPORT
CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY
 R E C I T A L S:
 WHEREAS Exhibit A
 WHEREAS
 NOW, THEREFORE Exhibit B
 TO HAVE AND TO HOLD
   Exhibit K-1




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##### 



IN WITNESS WHEREOF
 MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES
LIMITED LIABILITY COMPANYBy:
    
    MIAACCIV, LLC,its managing member
 By:Name:Title:
 Exhibit A
    
    
    
    Real Property DescriptionExhibit B
    
    
    
    Personal Property
 Exhibit K-2




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##### 



EXHIBIT L
 FIRPTA CERTIFICATION
 MIAMI
RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY
  
  
   MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANYBy:
    
    MIAACCIV, LLC, itsmanaging memberByName:Title:
  Exhibit L-1




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##### 



EXHIBIT M
  FORM OF NOTICE TO TENANTS
 
   
  
 Re:
    
    Sale of Property  Miami Airport Corporate Center, Miami, Florida
Lease Agreement dated

by and between

(Tenant) and
(Landlord)
 
 
 Make checks payable to:Mail payment to:
 
  Exhibit M-1




---



##### 



Management Company:Telephone Number:Telefax Number:Property Manager:
 
 
 Very truly yours,SELLER:MIAMI RPFIV
AIRPORT CORPORATE 
CENTER ASSOCIATES
LIMITED LIABILITY COMPANYByAuthorized RepresentativeBUYER:ByName:
Title:
 Exhibit M-2




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##### 



EXHIBIT N
 EXISITING LOAN TRANSFER CONDITIONS
 SALE/ENCUMBRANCE DEFINED
    1.
    
    Borrower shall pay Lender a transfer fee equal to $250,000;2.
    
    Borrower or the proposed transferee (the Transferee) shall pay any and all
out-of-pocket costs incurred in connection with the transfer of the Property
(including, without limitation, Lenders counsel fees and disbursements and all
recording fees, title insurance premiums and mortgage and intangible taxes and the
fees and expenses of the Rating Agencies pursuant to clause (x) below);3.
    
    The Transferee or Transferees Principals (hereinafter defined) must have
demonstrated expertise in owning and operating properties similar in location, size
and operation to the Property, which expertise shall be reasonably determined by
Lender. The term Transferees Principals shall include Transferees (A) managing
members, general partners or principal shareholders and (B) such other members,
partners or shareholders which directly or indirectly shall own a 15% or greater
interest in Transferee;4.
    
    Transferee and Transferees Principals shall, as of the date of such
transfer, have an aggregate net worth and liquidity reasonably acceptable to Lender;5.
    
    Transferee, Transferees Principals and all other entities which may be owned
or controlled directly or indirectly by Transferees Principals (Related Entities)
must not have been a party to any bankruptcy proceedings, voluntary or involuntary,
made an assignment for the benefit of creditors or taken advantage of any insolvency
act, or any act for the benefit of debtors within seven (7) years prior to the date of
the proposed transfer of the Property;6.
    
    Transferee shall assume all of the obligations of Borrower under the Loan
Documents in a manner satisfactory to Lender in all respects, including, without
limitation, by entering into an assumption agreement in form and substance
satisfactory to Lender and, if required by Lender, one or more Transferees Principals
having an aggregated net worth and liquidity reasonably acceptable to
 Exhibit N-1




---



##### 



Lender shall execute in favor of Lender a Guaranty of Recourse Obligations and
Environmental Indemnity Agreement in form acceptable to Lender;7.
    
    There shall be no material litigation or regulatory action pending or
threatened against Transferee, Transferees Principals or Related Entities which is
not reasonably acceptable to Lender;8.
    
    Transferee, Transferees Principals and Related Entities shall not have
defaulted under its or their obligations with respect to any other indebtedness in a
manner which is not reasonably acceptable to Lender;9.
    
    Transferee and Transferees Principals must be able to satisfy all the
covenants set forth in Sections 4.2 and 5.9 of this Security Instrument, no Event of
Default or event which, with the giving of notice, passage of time or both, shall
constitute an Event of Default, shall otherwise occur as a result of such transfer,
and Transferee and Transferees Principals shall deliver (A) all organization
documentation reasonably requested by Lender, which shall be reasonably satisfactory
to Lender, (B) all certificates, agreements and covenants reasonably required by
Lender and (C) such opinions of counsel as may be required by Lender or the Rating
Agencies, including but not limited to a substantive non-consolidation opinion in form
and substance, and issued by a law firm, acceptable to Lender and the Rating Agencies;10.
    
    The Rating Agencies selected by Lender shall confirm in a manner acceptable
to Lender that such transfer shall not result in the downgrade, qualification or
withdrawal of any ratings then assigned by such Rating Agencies to any class of
Securities; and11.
    
    Borrower or Transferee shall deliver, at its sole cost and expense, an
endorsement to the existing title policy insuring the Security Instrument, as modified
by the assumption agreement, as a valid first lien on the Proper and naming the
Transferee as owner of the Property, which endorsement shall insure that, as of the
date o the recording of the assumption agreement, the Property shall not be subject to
any additional exceptions or liens other than those contained in the title policy
issued on the date hereof or which have been approved by Lender in writing.
   Exhibit N-2




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##### 



EXHIBIT O
 RENT ROLL
 Exhibit O-1




---



##### 



EXHIBIT P
 LENDER ESTOPPEL CERTIFICATE STATEMENTS
   
  
 Exhibit P-1




---



##### 



EXHIBIT Q
 TAX CERTIORARI PROCEEDINGS
  Exhibit Q-1




---



##### 



FIRST AMENDMENT TO AGREEMENT OF SALE
 THIS FIRST AMENDMENT TO AGREEMENT OF SALE  MIAMI RPFIV AIRPORT CORPORATE CENTER LIMITED LIABILITY
COMPANY, Seller HINES REIT PROPERTIES, L.P., Buyer
 Preliminary Statement
 Purchase
Agreement
 NOW, THEREFORE,
 Inspection
Period
 Full Force and Effect
 Counterparts




---



##### 



IN WITNESS WHEREOF, as
 SELLER:MIAMI RPFIV AIRPORT CORPORATE
CENTER LIMITED LIABILITY COMPANY,a
Delaware limited liability companyBy:
    
    MIAACCIV, LLC,its managing memberBy:
    
    /s/ Robert J. HughesName:
    
    Robert J. HughesTitle:
    
    Vice PresidentDate:
    
    10/28/05
 BUYER:HINES REIT PROPERTIES, L.P., a Delaware
limited partnershipBy:
    
    Hines Real Estate
Investment Trust, Inc.,a
Maryland corporation, its general partnerBy:
    
    /s/ Charles N. HazenName:
    
    Charles N. HazenTitle:
    
    PresidentDate:
    
    October 28, 2005
 2




---



##### 



SECOND AMENDMENT TO AGREEMENT OF SALE
 THIS
SECOND AMENDMENT TO AGREEMENT OF SALE th MIAMI RPFIV AIRPORT CORPORATE CENTER LIMITED LIABILITY
COMPANY, Seller HINES REIT PROPERTIES, L.P., Buyer
 Preliminary Statement
 Purchase
Agreement
 NOW, THEREFORE,
 Inspection Period
 Full Force and Effect
 Counterparts




---



##### 



IN WITNESS WHEREOF,
 SELLER:MIAMI RPFIV AIRPORT CORPORATE
CENTER LIMITED LIABILITY COMPANY, a
Delaware limited liability companyBy:
    
    MIAACCIV, LLC,its managing memberBy:
    
    /s/ Leanne R. DunnName:
    
    Leanne R. DunnTitle:
    
    Vice PresidentDate:
    
    November 7, 2005BUYER:HINES REIT PROPERTIES, L.P.,a Delaware
limited partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partnerBy:
    
    /s/ Charles N. HazenName:
    
    Charles N. HazenTitle:
    
    PresidentDate:
    
    November 7, 2005
 2




---



##### 



THIRD AMENDMENT TO AGREEMENT OF SALE
 THIS
THIRD AMENDMENT TO AGREEMENT OF SALE   MIAMI RPFIV AIRPORT CORPORATE CENTER LIMITED LIABILITY
COMPANY, Seller HINES REIT PROPERTIES, L.P., Buyer
 Preliminary Statement
 Purchase
Agreement
 NOW, THEREFORE,
 Inspection Period
 Full Force and Effect
 Counterparts




---



##### 



IN WITNESS WHEREOF,
 SELLER:MIAMI RPFIV AIRPORT CORPORATE
CENTER LIMITED LIABILITY COMPANY, a
Delaware limited liability companyBy:
    
    MIAACCIV, LLC,its managing memberBy:
    
    /s/ Leanne R. DunnName:
    
    Leanne R. DunnTitle:
    
    Vice PresidentDate:
    
    November 11, 2005BUYER:HINES REIT PROPERTIES, L.P., a Delaware
limited partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partnerBy:
    
    /s/ Charles N. HazenName:
    
    Charles N. HazenTitle:
    
    PresidentDate:
    
    November 11, 2005