##### 



Exhibit 10.3
 WARNER CENTER
5820 CANOGA AVENUE, 21271 BURBANK BOULEVARD, 5700 CANOGA AVENUE,
21301 BURBANK BOULEVARD AND 21281 BURBANK BOULEVARD,
WOODLAND HILLS, CALIFORNIA 91367
 AGREEMENT OF PURCHASE AND SALE
 Agreement Effective Date Warner Warner III Seller Buyer
 ARTICLE I
 PURCHASE AND SALE OF PROPERTY
 Section 1.1 Sale
 Property
 (a) Real Property Exhibit A Land Improvements Real Property
 (b) Leases
 (c) Tangible Personal Property Tangible Personal
Property




---



##### 



(d) Intangible Personal Property Intangible Personal Property Tax Appeal
 Section 1.2 Purchase Price
 (a) Purchase Price
 (b)
 (1) Title Company Initial Deposit
 (2) Additional Deposit Deposit
 2




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##### 



IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO SELLERS DEFAULT HEREUNDER, THEN
BUYER MAY ELECT, AS BUYERS SOLE AND EXCLUSIVE REMEDY, EITHER TO: (1) TERMINATE THIS AGREEMENT AND
RECEIVE A REFUND OF THE DEPOSIT, IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR
OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN SECTIONS 6.1, 9.3 AND 9.9 BELOW (PROVIDED, HOWEVER,
THAT IN THE EVENT THAT SUCH SELLER DEFAULT IS AN INTENTIONAL, WILLFUL BREACH OF THIS AGREEMENT BY
SELLER, BUYER SHALL ALSO BE ENTITLED TO REIMBURSEMENT FOR ACTUAL THIRD-PARTY OUT-OF-POCKET COSTS
AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH ITS DUE DILIGENCE REVIEW OF THE PROPERTY IN AN
AMOUNT UP TO, BUT NOT TO EXCEED, TWO HUNDRED THOUSAND DOLLARS ($200,000)), OR (2) ENFORCE SPECIFIC
PERFORMANCE OF THIS AGREEMENT. BUYER SHALL NOT HAVE ANY OTHER RIGHTS OR REMEDIES HEREUNDER AS A
RESULT OF ANY DEFAULT BY SELLER PRIOR TO CLOSING, AND BUYER HEREBY WAIVES ANY OTHER SUCH REMEDY AS
A RESULT OF A DEFAULT HEREUNDER BY SELLER PRIOR TO CLOSING. IF THE SALE IS NOT CONSUMMATED DUE TO
ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL, AS SELLERS SOLE AND EXCLUSIVE REMEDY, RETAIN
THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLERS ACTUAL DAMAGES, IN THE
EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYERS DEFAULT PRIOR TO CLOSING, WOULD BE
EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED
THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE
DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING
THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE
AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT
WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO
LIMIT BUYERS OBLIGATIONS UNDER SECTIONS 6.1, 9.3 AND 9.9.
 INITIALS:           SELLER  BUYER
  3




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##### 



(3) Closing
 ARTICLE II
 CONDITIONS
 Section 2.1 Buyers Conditions Precedent
 Confidential
Information Delivery Period
 (a)
 (b) Leases Exhibit G Service
 4




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##### 



Contracts Schedule 2
 (c)
 (d)
 (e)
 (f)
 Section 2.2 Contingency Period
 Contingency Period Due Diligence
Materials
 ARTICLE III
 BUYERS EXAMINATION
 Section 3.1 Representations and Warranties of Seller
 Schedule 1 Disclosure Items
 5




---



##### 



(a)
 (b) Code
 (c)
 (d) Exhibit B Exhibit B
 (e) Exhibit G
 (f)
 (g)
 6




---



##### 



(h)
 (i) Order OFAC Orders
 (j) ERISA
 (k)
  Section 3.2 No Liability for Exception Matters
 Exception Matter
 7




---



##### 



Section 3.3 Survival of Sellers Representations and Warranties of Sale
  Section 3.4 Sellers Knowledge
 to
the best of Sellers knowledge knowledge
 Section 3.5 Representations and Warranties of Buyer
  (a)
 (b)
 8




---



##### 



(c)
 (d)
 (e) ERISA
 (f)
 (g)
  Section 3.6 Buyers Independent Investigation
 (a)
 (1)
 (2)
 9




---



##### 



Hazardous Materials et seq et seq et seq et seq et seq et seq. et seq et seq et seq Environmental
Laws
 (3)
 (4)
 (5)
 (6)
 (b)
 10




---



##### 



(c)
 Section 3.7 Release
 (a)
 11




---



##### 



Seller Related Parties
 (b)
  12




---



##### 



(c)
 
 Section 3.8 Survival
   13




---



##### 



ARTICLE IV
 TITLE
 Section 4.1 Conditions of Title
 (a) Title Report Survey
 (b) Objections Conditions of Title Title Report Update Title Update
Review Period Conditions of Title
 (c) Buyers Notice Sellers Response
Period Sellers
Response
 14




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##### 



Sellers Liens
 (d) Conditions of Title
 (e) Exhibit C Deed
 (1)
 (2)
 (3)
 (4)
 Conditions of Title
 15




---



##### 



Section 4.2 Evidence of Title
 Title Policy
 ARTICLE V
 RISK OF LOSS AND INSURANCE PROCEEDS
 Section 5.1 Minor Loss
  16




---



##### 



Section 5.2 Major Loss
  17




---



##### 



ARTICLE VI
 BROKERS AND EXPENSES
 Section 6.1 Brokers
 Sellers Broker Commission Indemnified Party
 Section 6.2 Expenses
  ARTICLE VII
 LEASES AND OTHER AGREEMENTS
 Section 7.1 Buyers Approval of New Leases and Agreements Affecting the Property
  18




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##### 



Section 7.2 Tenant Improvement Costs, Leasing Commissions and Concessions
  19




---



##### 



Section 7.3 Tenant Notices
  Section 7.4 Maintenance of Improvements and Operation of Property; Removal of Tangible
Personal Property
  Section 7.5 Service Contracts
  Section 7.6 Tax Appeal
  20




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##### 



Section 7.7 Property Management Office Build-Out
 Exhibit H
 (a)
 (b)
 (c)
 (d)
 (e)
 21




---



##### 



(f)
 (g)
 Section 7.8 Updates of Due Diligence Items
  Section 7.9 Reservation of Rights.
  ARTICLE VIII
 CLOSING AND ESCROW
 Section 8.1 Escrow Instructions
  22




---



##### 



Section 8.2 Closing
 Closing Date
 Section 8.3 Deposit of Documents
 (a)
 (1) Exhibit C
 (2) Exhibit D
 (3) Exhibit
E Assignment of Leases
 (4)
 (5)
 (6)
 (b)
 (1)
 23




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##### 



(2)
 (3)
 (c) Reporting Person
 (d)
 Section 8.4 Estoppel Certificates.
 (a) Exhibit F Exhibit F Exhibit F-1 Health Net Exhibit F Major Tenant Major Tenants Estoppel Threshold Exhibit F
 24




---



##### 



Exhibit F Exhibit F-2
 (b)
 Section 8.5 Prorations
 (a)
 25




---



##### 



(b) CAM Charges Operating Expense
Recoveries 2006 Partial Year
  26




---



##### 



2005 Health Net CAM Audit Audit Claims Audit Survival Period
  , s The Wall Street
Journal
 27




---



##### 



(c)
 (d)
 (e)
 ARTICLE IX
 MISCELLANEOUS
 Section 9.1 Notices
  To Buyer:
    
    Hines-Sumisei US Core Office Properties LP
c/o Hines Interests Limited Partnership
445 South Figueroa, Suite 2080
Los Angeles, CA 90071
Attention: Colin P. Shepherd
Telephone: 213-629-5200
Fax No.: 213-629-1423
 28




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##### 



with a copy to:
    
    Hines-Sumisei US Core Office Properties, LP
c/o Hines Interests Limited Partnership
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056-6118
Attention: Charles N. Hazen
Telephone: 713-966-7602
Fax No.: 713-966-7851with a copy to:
    
    Hines-Sumisei US Core Office Properties, LP
c/o Hines Interests Limited Partnership
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056-6118
Attention: Jason Maxwell
Telephone: 713-966-7638
Fax No.: 713-966-2075with a copy to:
    
    Baker Botts L.L.P.
2001 Ross Avenue
Dallas, TX 75201-2980
Attention: Joel M. Overton, Jr.
Telephone: 214-953-6938
Fax No.: 214-661-4938To Seller:
    
    c/o RREEF America L.L.C.
101 California Street, 26th Floor
San Francisco, CA 94111
Attention: Craig Davey
E-mail: craig.davey@rreef.com
Telephone: (415) 262-2080
Fax No.: (415) 986-6247with a copy to:
    
    RREEF America L.L.C.
101 California Street, 26th Floor
San Francisco, CA 94111
Attention: Louise Rowland
E-mail: louise.rowland@rreef.com
Telephone: (415) 262-2064
Fax No.: (415) 986-6247with a copy to:
    
    Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105-2669
Attention: Michael H. Liever
E-mail: mliever@orrick.com
Telephone: (415) 773-5808
Fax No.: (415) 773-5759
 29




---



##### 



Section 9.2 Entire Agreement
  Section 9.3 Entry and Indemnity
  30




---



##### 



Section 9.4 Time
  31




---



##### 



Section 9.5 Attorneys Fees
  Section 9.6 Assignment
  Section 9.7 Counterparts
  Section 9.8 Governing Law
  Section 9.9 Confidentiality and Return of Documents
  32




---



##### 



Access Agreement
 Section 9.10 Interpretation of Agreement
 person
 33




---



##### 



Section 9.11 Limited Liability
  Section 9.12 Amendments
  Section 9.13 No Recording
  Section 9.14 Drafts Not an Offer to Enter Into a Legally Binding Contract
  Section 9.15 ERISA
 Buyer Related Parties Buyer Related Party
 34




---



##### 



Section 9.16 No Partnership
  Section 9.17 No Third Party Beneficiary
  Section 9.18 SEC Compliance.
 SEC
 Section 9.19 Limitation on Liability
 Other Documents Floor Amount
 35




---



##### 



Section 9.20 Net Worth Covenant.
 Claim Survival Period
 Section 9.21 Survival of Audit Claims.
  Section 9.22 Environmental Notice
 Schedule 1
 Section 9.23 Survival
  36




---



##### 



Section 9.24 Survival of Article IX
  [signature page follows]
 37




---



##### 



Seller:
    
    MP WARNER CENTER, LLC,
a Delaware limited liability companyBy:
    
    RREEF AMERICA L.L.C.,
a Delaware limited liability companyIts:
    
    Investment ManagerBy:
    
    /s/Its:
    
    Authorized RepresentativeMP WARNER CENTER III, LLC,
a Delaware limited liability companyBy:
    
    RREEF AMERICA L.L.C.,
a Delaware limited liability companyIts:
    
    Investment ManagerBy:
    
    /s/Its:
    
    Authorized RepresentativeBuyer:
    
    HINES-SUMISEI US CORE OFFICE PROPERTIES LP,
a Delaware limited partnershipBy:
    
    Hines-Sumisei U.S. Core Office Trust,
its general partnerBy:
    
    /s/Name:Its:
    
    Authorized Representative
 38




---



##### 



LIST OF EXHIBITS AND SCHEDULES
 Exhibits
 Exhibit A
    
    Real Property DescriptionExhibit B
    
    List of Tenant LeasesExhibit C
    
    DeedExhibit D
    
    Bill of SaleExhibit E
    
    Assignment of Leases, Service Contracts, Warranties and Other Intangible PropertyExhibit F
    
    Estoppel CertificateExhibit F-1
    
    Health Net Estoppel CertificateExhibit F-2
    
    Seller Estoppel FormExhibit G
    
    List of Service ContractsExhibit H
    
    Management Office SpaceSchedulesSchedule 1
    
    Disclosure ItemsSchedule 2
    
    Additional Due Diligence Materials




---



##### 



FIRST AMENDMENT TO  AGREEMENT OF PURCHASE AND SALE
 THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE Amendment Warner Warner III Seller Buyer
 Recitals :
 Agreement Exhibit A
  Agreements :
  Definitions
 Extension of Contingency Period
 Contingency Period
  Additional
Deposit
 Ratification
 Multiple Counterparts




---



##### 



SELLER:MP WARNER CENTER, LLC,a Delaware limited liability companyBy:
    
    RREEF AMERICA L.L.C.,a Delaware limited liability companyIts:
    
    Investment ManagerBy:Name:Title:MP WARNER CENTER III, LLC,a Delaware limited liability companyBy:
    
    RREEF AMERICA L.L.C.,a Delaware limited liability companyIts:
    
    Investment ManagerBy:Name:Title:BUYER:HINES-SUMISEI US CORE OFFICEPROPERTIES LP,a Delaware limited partnershipBy:
    
    Hines-Sumisei U.S. Core Office Trust,its general partnerBy:Name:Title:
 2




---



##### 



SECOND AMENDMENT TO  AGREEMENT OF PURCHASE AND SALE
 THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE Amendment Warner Warner III Seller Buyer
 Recitals :
 Original Agreement Exhibit A
  Agreement
 Agreements :
  Definitions
 Reinstatement
 Purchase Price Reduction and Allocation
 Section 1.2 Purchase Price
 (a) Purchase Price Exhibit I
 * * * * *




---



##### 



(3) Closing
 Additional Deposit
 Additional
Deposit
 Adjustment to Brokers Commissions
 Commission
 Expiration of Contingency Period
 Changes to Estoppel Requirements
 Section 8.4 Estoppel Certificates.
 (a) Exhibit F Health Net ATK Exhibit F Exhibit F-1 Exhibit F-3 Exhibit F Major Tenant Major Tenants Estoppel Threshold
 2




---



##### 



Exhibit
F-1 Exhibit F-3 Exhibit F Exhibit F Exhibit F-2
 (b) Exhibit F-3
 Artwork Escrow and Artwork Exhibit J Art Work Escrow Exhibit G
 3




---



##### 



Property Tax Escrow
 Establishment of Escrow Property Tax Escrow
 Property Tax Escrow Agreement Property Tax Escrow Agreement
 Exhibit I
 (A)
    
    Greater than $314,250,000 (i.e., the Aggregate
Enrolled Tax Value exceeds $314,250,000, such excess defined as the
Aggregate Excess Reassessment Amount), then the Property Tax Escrow
will be disbursed as follows:
 (1)
    
    First, Buyer shall be paid an amount equal to the product of:
   Exhibit I
 (2)
    
    Second, the balance, if any, remaining
after the disbursement to Buyer under clause (1) above, shall
be disbursed to Seller, including any interest earned thereon.
 (B)
    
    Less than or equal to $314,250,000, then the
entire Property Tax Escrow shall be returned to Seller, including any interest earned thereon.
  4




---



##### 



Aggregate Enrolled Tax Value Exhibit I Exhibit I Association Enrolled Tax Value Exhibit I
 Master Declaration
  Sellers Right to Participate in Certain Tax Appeals and Protests
 Miscellaneous
 5




---



##### 



Amendments to Exhibits Exhibit G Exhibit G Exhibit F-3 Exhibit I Exhibit J
 Property Management Office Build-Out License Agreement
 Ratification
 Multiple Counterparts
  6




---



##### 



SELLER:MP WARNER CENTER, LLC,a Delaware limited liability companyBy:
    
    RREEF AMERICA L.L.C.,a Delaware limited liability companyIts:
    
    Investment ManagerBy:Name:Title:MP WARNER CENTER III, LLC,a Delaware limited liability companyBy:
    
    RREEF AMERICA L.L.C.,a Delaware limited liability companyIts:
    
    Investment ManagerBy:Name:Title:BUYER:HINES-SUMISEI US CORE OFFICEPROPERTIES LP,a Delaware limited partnershipBy:
    
    Hines-Sumisei U.S. Core Office Trust,its general partnerBy:Name:Title:
 7




---



##### 



Exhibit F-3
 Form of ATK Estoppel Certificate




---



##### 



Exhibit G
 List of Service Contracts




---



##### 



Exhibit I
 Allocation of Purchase Price to Various parcels/Components of Property




---



##### 



Exhibit J
 Art Work Escrow Holdback Agreement