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                                                                    EXHIBIT 10.5

                              MANAGEMENT AGREEMENT


         This Agreement made as of July 1, 1999 between Hallwood Real Estate
Investors Fund XV ("Owner") and Hallwood Commercial Real Estate, LLC
("Manager").

         In consideration of the mutual promises and covenants contained herein,
Owner and Manager agree as follows:

                                    ARTICLE I

                              APPOINTMENT OF AGENT

          1.1. THE PROPERTY. Owner is the owner of the following project (the
"Property"):

                  Name:    Corporate Square (Building 10-12)
                  Address: 10-12 Corporate Boulevard
                           Atlanta, Georgia 30329

               as more fully described in Exhibit A, attached hereto and
               incorporated herein.

          1.2. APPOINTMENT OF MANAGER. Owner hereby hires and designates Manager
as the sole and exclusive managing agent for the Property and Manager hereby
accepts such appointment, all subject to the terms and conditions as hereinafter
set forth.

                                   ARTICLE II

                            SERVICES TO BE PERFORMED

          2.1. SERVICES. Every act performed by Manager under the provisions of
this Agreement shall be done as agent of Owner, and all obligations or expenses
incurred hereunder shall be for the account, on behalf and at the expense of
Owner, except that Owner shall not be obligated to reimburse Manager for any
salaries or wages allocable to time spent on projects other than the Property,
or for any salaries, wages and expenses for any personnel other than the
personnel responsible for the Property. Owner shall provide adequate space at
the Property for a management office, unless Manager determines otherwise. At
Manager's option, the office may be at a location other than at the Property.

          Without limiting the foregoing, Manager agrees to perform the
following management services pertaining to the Property:

               A. EXCLUSIVE AGENCY. Manager shall be the sole rental agent for
the Property, and Owner may not employ any outside rental agent or broker. All
inquiries made to Owner and/or any entity directly or indirectly within Owner's
control, concerning any lease or renewals or agreements for the rental of any
tenant space in the Property, shall be conducted by or under



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the direction of Manager. Manager shall use its best efforts to lease units
and/or space in the Property. All leases shall be prepared by Manager on
standard forms of lease approved by Owner. Leases and other agreements with
tenants shall be executed and delivered by Manager as agent of Owner. Owner
agrees that in performing its leasing services hereunder, Manager may use the
services of any third party rental or leasing agency, including any locator
service in the city where the Property is located and the fee(s) payable for
such services shall be expenses of Owner and payable out of the Operating
Account for the Property.

               B. EMPLOYMENT OF PERSONNEL. At Owner's expense, Manager shall
cause to be investigated, hired, paid and supervised, as employees of Manager,
all persons necessary to maintain and operate the Property and cause to be
discharged all persons Manager deems unnecessary or undesirable to the
operations and maintenance of the Property. Such personnel shall in every
instance be employees of Manager and not of Owner, and Owner shall have no right
to supervise or direct such employees. All reasonable salaries, wages, bonuses
and other compensation of personnel employed by Manager hereunder, including
so-called fringe benefits, medical and health insurance, pension plans, profit
sharing, deferred compensation or similar plans, social security, and medicare
contributions, state and federal employment taxes, workmen's compensation,
travel and training costs and the like shall be deemed to be expenses of the
Property which are to be reimbursed by Owner hereunder.

               C. MAINTENANCE AND REPAIR OF PROPERTY. At Owner's expense,
Manager shall cause the Property to be maintained in good condition according to
local custom for comparable properties in the surrounding geographic area,
including, but not limited to, interior and exterior cleaning, repairs and
alterations, plumbing, carpentry and decorating, and such other normal
maintenance and repair work as may be deemed desirable or necessary by Manager
to be subject only to the limitations contained in this Agreement.

               D. COMPLIANCE WITH REGULATIONS. At Owner's expense, Manager shall
use its best efforts to cause all such acts and things to be done in or about
the Property as Owner and/or Manager shall deem necessary or desirable to comply
with any and all orders or regulations pertaining to the Property as placed
thereon by any federal, state, county or municipal authority having jurisdiction
thereover, and orders of any Board of Fire Underwriters, or other similar body.
Manager shall not take any such action, however, as long as Owner provides
Manager with written notice that it is contesting or intends to contest and
promptly institutes proceedings contesting any such order or requirements;
provided, that if failure to comply promptly with any such order or requirement
would or might expose Manager to criminal liability, Manager may without the
Owner's approval, cause the same to be complied with, and, in such event,
Manager shall notify Owner promptly, and in no event later than seventy-two (72)
hours from the time of receipt of all such orders and notices of requirements,
in writing. In addition, Manager will obtain, at Owner's sole cost and expense,
any business licenses and/or operating permits which may be required for the
operation and/or management of the Property.

               E. SERVICE CONTRACTS. On behalf of Owner, Manager shall enter
into or renew contracts for electricity, gas, steam, water, telephone, cleaning,
fuel oil, elevator maintenance, vermin extermination, trash removal, laundry,
security and other services deemed necessary or



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advisable by Manager for the operation of the Property. Manager shall also
purchase all supplies, equipment, tools, appliances and materials which Manager
shall deem necessary to maintain and operate the Property. Upon termination of
this Agreement, Owner shall remain bound by the obligations of all contracts for
services, supplies, repairs, alterations and the like which Manager has entered
into in connection with its performance of its obligation hereunder.

               F. TERMINATION OF THIRD-PARTY CONTRACTS. Manager will use its
best efforts in entering into any service and/or employment contracts herein
contemplated, to include as a condition of any such contract the right to
terminate such contract upon thirty (30) days' prior written notice. Owner must
approve the entering into of contracts with a term longer than one year.

               G. COLLECTION OF RENTS. Manager is hereby authorized to and shall
collect all rent and other charges due from tenants and lessees and otherwise
due Owner with respect to the Property in the ordinary course of business. Owner
authorizes Manager to request, demand, collect, receive and receipt all such
rent and other charges and to institute legal proceedings in the name of and as
an expense reimbursable by Owner for the collection thereof and for the
dispossession of tenants and other persons from the Property, and such expense
may include the engaging of legal counsel for any such matter. All monies
collected by Manager shall forthwith be deposited in the Operating Account
referred to in Section 2.3 hereof.

               H. SIGNS AT THE PROPERTY. Manager may place and remove or cause
to be placed and removed at Owner's expense such signs upon the Property as
Owner may reasonably authorize and direct in writing. Owner agrees to not
withhold its consent unreasonably to one or more small signs or flags on or
about the Property stating the same is under the management of Hallwood
Commercial Real Estate, LLC.

               I. PREPARATION OF BUDGET. Manager shall prepare a proposed
operating and capital budget for the promotion, operation, repair and
maintenance of the Property for the forthcoming fiscal year. Each proposed
budget shall be delivered to Owner no later than thirty (30) days before the end
of each year. Owner will consider the proposed budget and then will consult with
Manager in the ensuing period prior to the commencement of the forthcoming year
in order to agree on an "Approved Budget." Manager agrees to use diligence and
to employ all reasonable efforts to ensure that the actual costs of maintaining
and operating the Property shall not exceed the Approved Budget pertaining
thereto, either in total or in any one accounting category. All expenses must be
charged to the proper accounts as specified in the Manager's standard chart of
accounts and no expense may be classified or reclassified for the purpose of
avoiding an excess in the annual budgeted amount of an accounting category.

               J. PREPARATION OF GOVERNMENT FORMS. Manager shall cause to be
prepared and filed the necessary forms, other than income tax forms, as may be
required by any federal, state or municipal authority in connection with
performing the duties of Manager hereunder.


         2.2 PAYMENTS BY MANAGER. Manager shall, on behalf of Owner, make: (a)
all the payments specified in Section 2.1 hereof, (b) all debt service payments
on mortgage loans



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covering the Property (including therein amounts due under any note and mortgage
securing the same for interest, principal, and for allocation to reserves or
escrow funds), (c) the amount of all real estate taxes and other impositions
levied by appropriate authorities which, if not escrowed with any mortgagee,
shall be paid to the extent funds are available in the Operating Account
(hereinafter defined) before interest shall begin to accrue thereon, and (d)
amounts otherwise due and payable as operating expenses of the Property incurred
under the terms of this Agreement, including the Manager's compensation and
fees. Any payments made by Manager hereunder shall be made at Manager's
discretion as to order of priority out of such funds as Manager may from time to
time hold for the account of Owner as specified in Section 2.3 below, or as may
be provided by Owner. Manager shall not be obligated to make any advance to or
for the Operating Account pursuant to the terms hereof, nor shall Manager be
obligated to incur any liability or obligation for the account of the Owner.

          2.3 OPERATING ACCOUNT. All funds collected by Manager for the account
of Owner shall be held in trust and deposited in a federally insured bank,
savings and loan association or trust company mutually agreeable to Owner and
Manager, referred to herein as the "Operating Account." All funds in such
account shall be the property of Owner, subject to the express rights of Manager
provided herein. Funds may be withdrawn from such account established by Manager
in accordance with this Section 2.3 upon the sole signature of any individual
designated by Manager, and funds may not be withdrawn from such account by
Owner.

          2.4. TENANT SECURITY DEPOSITS. Owner will provide Manager a complete
and accurate accounting for all tenant security deposits, if any, which
accounting is attached hereto and incorporated herein as Exhibit C. The total
amount of such deposits, (none), will be delivered to Manager by Owner upon the
effective date hereof. Owner agrees to indemnify and hold Manager harmless for
any errors in said accounting and prior actions taken by Owner and Owner's
agents with respect to any tenant security deposits which may have been
collected by Owner prior to the term of this Agreement. All security deposits of
tenants shall be maintained in the Operating Account, and Manager may pay such
deposits to such tenants at the expiration of the terms of their leases or at
such other time as they become entitled thereto as shall be determined by
Manager and as provided by law; and further, Manager may deduct from such
deposits appropriate amounts as determined by Manager pursuant to the terms of
the lease agreement with each tenant and as provided by law.

          2.5 BONDING. If Owner so requests Manager in writing, Manager agrees
during the term of this Agreement, but at the sole cost and expense of Owner, to
maintain in force a fidelity bond covering employee dishonesty with sureties
satisfactory to Owner in the sum reasonably established by Owner, and to furnish
the original of such bond to Owner. Owner may from time to time require
adjustments in the amount of such bond to reflect increases or decreases in the
aggregate annual rent and other charges payable with respect to the Property,
provided that the cost of said bond shall at all times be borne by Owner.




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                                   ARTICLE III

                                OWNER'S COVENANTS

          3.1. OWNER'S REPRESENTATIVE. Owner shall designate in writing, one (1)
person to serve as the owner's representative in all dealings with Manager
hereunder. Whenever the approval, consent or other action of Owner is called for
hereunder, such approval, consent, or action shall be binding on Owner if such
is specified by its representative. Such representative may be changed at any
time at the sole discretion of Owner. The appointment of any subsequent
representative shall not be effective until Manager has received written notice
of the change.

          3.2. INSURANCE. Owner shall at its sole cost and expense cause to be
effected property damage insurance on the Property and liability insurance in
such amounts and to cover such risks as Owner and Manager shall mutually approve
containing no less than the terms set forth in Exhibit B, attached hereto and
incorporated herein. Owner agrees that Manager shall not be responsible for
obtaining such insurance. Owner agrees to pay all premiums therefore in a timely
manner and to deliver copies of said policies and/or endorsements thereto to
Manager, and the failure of Owner to obtain such insurance and deliver copies of
supporting documentation as provided herein shall permit but not obligate
Manager to procure said insurance and pay the requisite premiums from the
operation account.

          Manager agrees to make a timely written report to the insurance
carrier concerning all accidents and claims for damage relating to the
ownership, operation and maintenance of the Property that it is made aware of,
and shall prepare any reports reasonably required by an insurance carrier in
connecting therewith. A copy of any such reports above referenced shall also be
delivered to Owner. Manager is authorized to settle any and all claims with or
against insurance companies arising out of any policies, including the execution
of proofs of loss, the adjustment of losses, signing of receipts, and the
collection of money, without joinder of Owner if the amount involved is less
than Fifty Thousand Dollars ($50,000.00). If the amount involved exceeds the
above specified amount, then Owner must join in settlement of such claim. Owner
hereby waives all rights of recovery against Manager for any loss insured under
any insurance policy covering the Property, and Owner agrees to obtain
endorsements to such policies acknowledging the insurance carrier's waiver of
its rights of subrogation or right of recovery against the Manager and/or any
insurance carrier of Manager to the extent such endorsements are obtainable from
the insurance company. Nothing herein nor any insurance obtained or applied for
by Owner or Manager shall be construed as implying that Owner or Manager is
subject to any liability to which it would not otherwise be subject.

          3.3. HAZARDOUS MATERIAL. Owner shall defend, indemnify and hold
harmless Manager from and against any and all losses, liabilities, damages,
injuries, costs, expenses and claims of any and every kind whatsoever
(including, without limitation, court costs and attorneys' fees) which at any
time or from time to time may be paid, incurred or suffered by, or asserted
against, Manager for, with respect to, or as a direct or indirect result of, the
presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission or release from the Property into or upon any land, the atmosphere, or
any water source, body of water or woodland, or any Hazardous Material which
exists on, under or at the Property at any time during the term of this
Agreement,



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and from time to time, (including, without limitation, any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under the
Statutes, hereinafter defined); and the foregoing provisions of the undertakings
and indemnification set out shall survive the termination of this Agreement
forever. For purposes of this Agreement, "Hazardous Material" means and includes
any hazardous substance or any pollutant or contaminant defined as such in (or
for purposes of ) the Comprehensive Environmental Response, Compensation and
Liability Act, any so-called "Superfund" or "Superlien" law, the Toxic
Substances Control Act, or any other Federal, state or local statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to, or
imposing liability or standards of conduct concerning any hazardous, toxic or
dangerous waste, substance or material, as now or at any time hereafter in
effect (collectively, the "Statutes"), or any other hazardous, toxic or
dangerous waste, substance or material.


                                   ARTICLE IV

                             MANAGER'S COMPENSATION

          4.1. AMOUNT OF COMPENSATION. During the term hereof, Owner shall pay
Manager as compensation for the management services rendered hereunder as
follows:

               A. MONTHLY MANAGEMENT FEE. A monthly management fee (the
"Management Fee") equal to two and eighty-five hundreths percent (2.85%) of the
collected monthly Gross Receipts (hereinafter defined) of the Property.

               B. CONSTRUCTION SUPERVISORY FEE. Owner shall pay Manager as
compensation for any construction supervisory services rendered by Manager with
respect to the Property, a fee ("Supervisory Fee") equal to five percent (5%) of
all costs incurred in making capital improvements and tenant improvements
(excluding costs for normal repairs and replacements) on the Property that are
supervised by Manager on behalf of Owner. The Supervisory Fee shall be payable
monthly for costs incurred the previous month.

               C. LEASING FEES. Owner shall pay Manager as compensation for
negotiation and consummation of new leases, renewal of existing leases, and
expansion of existing tenants, a leasing fee as follows:

                  1. Manager's Fee Where No Third Party Brokers are Involved.
Where no Third Party broker or similar party is involved, Owner shall pay to
Manager leasing fees as follows:

                     a) As to new leases and expansion of existing leases
executed subsequent to the commencement of this Agreement, Owner shall pay to
Manager a leasing fee equal to [see Exhibit D for the rate information for each
property]. Unless otherwise agreed, one-half of such fee shall be paid at the
time the tenant executes the lease and the remaining one-half at the time the
tenant occupies the premises.



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                     b) In the event a lease is renewed subsequent to the
commencement of this Agreement, Owner shall pay to Manager a fee equal to three
percent (3%) of the Base Rental payable for the renewal term. Unless otherwise
agreed, such fee shall be paid at the time the tenant executes documents
evidencing the lease renewal.

                     c) If any leases for which Manager receives a fee as
provided for in paragraphs 1a and 1b above contains any renewal or expansion
options entitling the tenant thereunder to either renew the term of its lease or
to lease additional space, and if such tenant should exercise such renewal or
expansion options, then at the time that such tenant executes a definitive
document evidencing such exercise, Owner shall pay to Manager a fee as
determined above either as to the expanded premises as leased by the tenant, or
for the renewal term, as applicable.

                  2. Manager's Fee Where Third Party Brokers Are Involved. Where
a Third Party broker or similar party is involved, Owner shall pay Manager a
leasing fee with respect to such leases at fifty percent (50%) of the applicable
fee where no Third Party brokers are involved, as provided for above.

          4.2. BASE RENTAL DEFINED. The term "Base Rental" as used herein shall
mean the actual rental reserved under the lease in question, but excluding
therefrom, (i) all amounts paid by the tenant under the lease as reimbursement
for increases of operating expenses for the building or project (including
without limitation taxes, interest, insurance, maintenance, and other like
items) above the expense stop amounts specified in the lease; (ii) rentals
credited to tenant by reason of a lease assumption and/or rent abatement; (iii)
additional rentals or payments for special tenant services over and above
building or project standard; and (iv) late payment charges.

          4.2.1. INITIAL TERM DEFINED. The term "Initial Term" as used herein
shall mean the initial primary term specified in a lease, without regard to any
renewal rights. If a lease contains provisions allowing the tenant to cancel or
terminate the lease at a specified point in time, the portion of the lease term
subject to cancellation or termination shall not be considered a part of the
Initial Term; if the tenant does not cancel or terminate the lease, the same
shall be treated as the exercise of a renewal option.

          4.2.2. GROSS RECEIPTS DEFINED. The term "Gross Receipts" as used
herein shall mean and include all gross receipts derived from the operation of
the Property, including, without limitation, all rent and other sums and charges
received from all tenants and lessees and payments made in consideration of the
cancellation of any tenant leases or damages by reason of and default
thereunder, including, without limitation, application of the security deposits
upon such default, the proceeds from rental interruption insurance, and receipts
from vending machines, concessions and other commercial operations conducted on
the Property, but shall exclude all other receipts, including but not limited
to, income derived from interest on investments, proceeds of claims on account
of insurance policies other than rent interruptions or similar insurance, the
abatement of taxes, awards arising out of taking by eminent domain, discounts
and dividends on insurance policies.



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          4.3. REPORTS. Within fifteen (15) days following the last day of each
calendar month in each fiscal year for the term of this Agreement, the Manager
shall furnish to Owner a true, correct and complete unaudited statement of cash
flow for the preceding calendar month and a true, complete and correct unaudited
copy of the general ledger for the preceding month and detail of all receipts
and disbursements.

          4.4. BOOKS AND RECORDS. Manager agrees to keep and maintain a proper
and adequate system of books of accounts and records, all satisfactory to Owner
and in accordance with such method of accounting as Owner designates, so as to
show accurately and completely all income from and expenses incurred with
respect to the Property, and to preserve the same for a period of at least three
(3) years after the close of the fiscal year to which they relate. Manager
further agrees to permit Owner and/or its accountants and authorized
representatives to examine and copy during regular business hours all books and
records related to the operation of the Property. Manager agrees to keep all
financial information concerning the Property confidential at all times during
and after the term of this Agreement; and no such information shall be given to
any third party without the prior consent of Owner.

          4.5. ANNUAL REPORT. Within thirty (30) days after the end of each
fiscal year of Owner, Manager shall deliver to Owner's representative an
unaudited profit and loss statement showing the results of operations for that
fiscal year and an unaudited balance sheet of the Property as of the end of that
fiscal year, both to be prepared in accordance with accounting methods as
prescribed by Owner.

          4.6. REVIEW BY GOVERNMENTAL AUTHORITIES. Manager shall assist Owner,
if requested by Owner in writing, in rendering the Property for taxation to the
appropriate governmental authorities as required by the laws of the State in
which the Property is located, and any expenses incurred thereby shall be
reimbursed to Manager as expenses of Owner.

          4.7. USE OF PROPERTY. Manager agrees to not knowingly permit the use
of the Property for any purpose which voids any policy of insurance held by
Owner or which might render any loss thereunder uncollectible or which would be
in material violation of any government law, regulation or restriction. Manager
shall use its best efforts to secure full compliance by the tenants with the
terms and conditions of their respective leases, and to this end, Manager shall
use its best efforts to see that all tenants are informed with respect to such
rules, regulations and notices as may be promulgated by Owner. Manager agrees to
perform such other acts and deeds as are reasonable, necessary and proper in the
discharge of its duties under this Agreement.

                                    ARTICLE V

                        TERM AND MISCELLANEOUS PROVISIONS

          5.1. TERM. Owner grants to Manager the right to manage, lease,
operate, maintain and service the Property, to the exclusion of all other
persons whomsoever, excepting Owner, upon the terms herein set forth for a term
commencing July 1, 1999, and ending June 30, 2004. Nothing herein contained
shall be construed as limiting in any way the right of Owner to lease any



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space in the Property, or to exercise any other power or duty granted Manager,
but in such event, Manager shall be entitled to receive remuneration or fees
thereon to the same extent as if Manager had performed such services.

          5.2. TERMINATION. This Agreement shall terminate in accordance with
conditions as set forth below:

               A. NOTICE BY MANAGER. In addition to the rights set forth herein
concerning termination and notwithstanding any other provision of this
Agreement, Manager may terminate this Agreement without penalty upon sixty (60)
days written notice to the Owner.

               B. DEFAULT. Upon Manager's or Owner's default hereunder, provided
that the Manager or Owner, as appropriate, does not cure such default within
thirty (30) days of having received written notice from the other party of such
default; provided, however, if such breach cannot be reasonably cured within
said thirty (30) day period and efforts to cure continue to be pursued with due
diligence to conclusion, then there shall be no right to terminate this
Agreement, unless the default is not cured within a reasonable time.

               C. APPOINTMENT OF RECEIVER OR BANKRUPTCY. If (i) a receiver,
liquidator or trustee of Owner or Manager shall be appointed by court order, or
(ii) a bona fide petition to reorganize Owner or Manager shall be filed against
Owner or Manager under any bankruptcy, reorganization or insolvency law, or
(iii) Owner or Manager shall file a petition in voluntary bankruptcy or shall
request a reorganization under any provision of any bankruptcy, reorganization
or insolvency laws, or (iv) if Owner or Manager shall make any assignment for
the benefit of creditors, then termination of this Agreement shall occur upon
Owner or Manager, as is appropriate, delivering written notice to the other that
such party delivering such notice is terminating this Agreement.

               Termination of this Agreement under any of the foregoing
provisions shall not release either party from liability for failure to perform
any of the duties or obligations as expressed herein and required to be
performed by such party for the period prior to such termination.

         5.3.  ACTIONS AT TERMINATION.  Upon termination of this Agreement above
provided, Manager shall forthwith take the following actions:

               A. DELIVER THE PROPERTY. Surrender and deliver up to Owner the
Property and all rents and income of the Property on hand and in any bank
account which are monies of Owner (less payment to Manager of any amounts owed
it by Owner under this Agreement) except as provided in Section 5.5.

               B. MONIES RECEIVED AFTER TERMINATION. Deliver to Owner as
received (after payment of any amounts owed by Owner under this Agreement
including but not limited to the Management Fee and all payments to be made by
Manager pursuant to Section 2.2 hereof) any monies due Owner under this
Agreement but received after such termination.



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               C. SUPPLIES. Deliver to Owner all materials, supplies, keys,
contracts and documents, and such other accounting papers and records pertaining
to this Agreement as Owner shall reasonably request.

          Within fifteen (15) days after any such termination, Manager shall
deliver to Owner's representative the written cash flow report required by
Section 4.3 for any period not covered by such report at the time of
termination. Within thirty (30) days after any such termination, Manager shall
deliver to Owner's representative the profit and loss statement for the fiscal
year or portion thereof ending on the date of termination and the balance sheet
of the Property as of the date of termination. After the delivery of the final
cash flow reports and as a condition of the delivery of the final profit and
loss statement and balance sheet, Owner shall acknowledge to Manager in writing
that it has reviewed such final statements, and has been given the opportunity
to review the books and records of Manager to verify the accuracy of all reports
made by Manager during the term of this Agreement, and that, upon receipt of
such final report, shall have received from Manager a full and complete
accounting of the activities of Manager during the term of this Agreement.

          5.4. FEES ON TERMINATION OF AGREEMENT. Upon termination of this
Agreement, Manager will be entitled to continue to receive, in accordance with
the provisions of this Agreement, any leasing fees to which Manager became
entitled prior to the effective date of such termination and not received by
such date. However, if Owner at any time transfers the Property, all sums earned
by Manager hereunder, but then unpaid, shall immediately become due and payable.

          5.5. NOTIFICATION OF TENANTS UPON SALE OR TERMINATION. Immediately
after the termination of this Agreement or upon the transfer of the Property by
Owner as provided in Section 5.11, Owner and Manager shall notify each tenant in
the Property of such termination or sale. Such notice shall identify the name
and address of the new owner or manager, as the case may be, of the Property,
and shall direct each tenant with respect to the future payments of rent. Upon
termination of this Agreement, Manager shall transfer tenant deposits to Owner
or as directed by Owner, and the notice to tenants required by this Section 5.5
shall specify the person to whom inquiries regarding such deposits shall be
directed. Owner agrees that, anything else herein to the contrary
notwithstanding, Manager may, upon transfer of the Property or termination of
the Agreement, take such action as is reasonably necessary to comply with
applicable law to terminate Manager's liability as provided by law or hereunder.

          5.6. HOLD HARMLESS AND INDEMNITY. Except for the gross negligence or
willful and wanton acts of Manager and/or employees of Manager, Owner agrees:
(i) to hold and save Manager, its parent company or companies, affiliates,
agents, successors and assigns free and harmless from any and all claims for
damage for bodily injury and damage to or destruction of property arising from
any cause either in and about the Property or elsewhere when Manager is carrying
out the provisions of this Agreement or acting under the express or implied
directions of Owner, including the loss of use of the Property following and
resulting from such damage or destruction, (ii) to indemnify and reimburse
Manager upon demand for any monies which Manager is required to pay for any
reason whatsoever in connection with, or as an expense in defending against, any
claim, civil or criminal action, proceeding, charge or prosecution made,



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instituted or maintained against Manager, its parent company or companies,
affiliates, agents, successors and assigns, or against Owner and Manager jointly
or severally, by a private person or entity, federal, state or government or any
agency thereof, affecting or due to the conditions or use of the Property or
acts or omissions of Owner or Manager or their agents, or arising out of or
based upon any law, regulation, requirement, contract or award relating to
hiring practices, the hours of employment, working conditions, wages or
compensation of employees or former employees who worked or have worked
exclusively on the Property; (iii) to defend, if requested by Manager, promptly
and diligently, at its expense, any action or claim arising out of or in
connection with any of the foregoing and to hold Manager, its parent company or
companies, affiliates, agents, successors and assigns, harmless and fully
indemnify Manager, its parent company or companies, affiliates, agents,
successors and assigns, from any fine, judgment, loss or settlement on account
thereof. Except as provided in Section 2.1D, if Owner shall fail or refuse to
comply with or abide by any rule, order determination, judgment, ordinance or
law of any federal, state or local court or authority, then anything else herein
to the contrary notwithstanding, Manager may terminate this Agreement upon
twenty-four (24) hours written notice to Owner.

          In connection with any termination of this Agreement, upon request by
Owner of a statement from Manager that all of its claims hereunder (except for
indemnification due pursuant to this Section 5.6) have been satisfied and the
delivery to Owner of the items described in Section 5.3, Owner agrees to
indemnify and hold Manager harmless from:

               A. Any liability for or relating to the tenant deposits for the
Property, including specifically: (i) Manager's handling of such deposits and
any failure to segregate such deposits or to maintain cash reserves to cover
obligations for deposits, and (ii) any action taken by tenants against Manager
for the return of security deposits to them;

               B. Any liabilities to suppliers, maintenance companies or
contractors or other trade creditors for goods, services or benefits for the
Property, provided such liabilities were incurred as provided herein;

               C. Any other liabilities incurred within the scope of this
Agreement or other legitimate and appropriate benefits for the Property; and

               D. Any liabilities arising out of any transactions disclosed in
any reports submitted to Owner by Manager during the term of this Agreement and
to the date of Manager's delivery of the items required pursuant to Section 5.4
hereof.

         The indemnity and hold harmless provisions of this Section 5.6 shall
survive the termination of this Agreement and shall apply notwithstanding
Manager's failure to disclose its status as agent or Manager's identity to any
creditor or other person. The specific survival provision of this Section 5.6
shall not be construed to mean that Owner's liability with respect to other
provisions of this Agreement does not survive. The provision of this Section 5.6
shall not inure to the benefit of any tenant, creditor or other third party,
except the indemnity and hold harmless herein shall apply and inure to the
benefit of the officers, directors, agents and employees of Manager.




                                      ~11~
<PAGE>   12


          5.7. NOTICES. All notices, requests, demands, consents or other
communications given to any party hereunder or in connection herewith shall be
in writing and shall be sent by certified or registered mail, return receipt
requested, postage prepaid, addressed to such party at the following listed
addresses:

          A.   To Manager:
               Hallwood Commercial Real Estate, LLC
               3710 Rawlins, Suite 1500
               Dallas, Texas 75219


          B.   To Owner:
               Hallwood Real Estate Investors Fund XV
               c/o Hallwood Realty, LLC
               3710 Rawlins, Suite 1500
               Dallas, Texas 75219

         Any party may, by notice as aforesaid, change its mailing address for
any and all subsequent notices.

          5.8. AGREEMENT NOT INTENDED TO ESTABLISH A PARTNERSHIP. Nothing
contained in this Agreement or in the relationship of Owner and Manager shall be
deemed to constitute a partnership, joint venture or any other relationship
between them except that of principal and agent.

          5.9. GOVERNING LAW. This Agreement is made pursuant to and shall be
governed by and construed in accordance with the laws applicable to contracts
made and to be performed entirely within the State of Georgia.

          5.10. ASSIGNMENT BY MANAGER AND BINDING EFFECT. Manager may not assign
this Agreement without the prior written approval of Owner. Except as aforesaid,
this Agreement shall be binding upon and shall inure to the benefits of the
parties hereto and to their respective successors and assigns.

          5.11. ASSIGNMENT BY OWNER. Owner may not assign this Agreement without
the prior written approval of Manager. Except as aforesaid, this Agreement shall
be binding upon and shall inure to the benefits of the parties hereto and to
their respective successors and assigns. In the event Owner transfers and/or
assigns the Property to any other person and/or entity for any reason, Manager
shall have the option to cancel this Agreement by written notice to Owner within
thirty (30) days of receipt of notice of such transfer and/or assignment. Upon
assignment of the Property, Owner shall comply with the notice provision of
Section 5.5 and of all requirements of applicable law.

          5.12. ATTORNEYS' FEES. In the event of litigation arising out of a
breach of this Agreement or dispute regarding the terms and conditions hereof,
the prevailing party shall be permitted to recover all costs and expenses
thereof, including reasonable attorneys' fees.



                                      ~12~
<PAGE>   13
          5.13. FORCE MAJEURE. Any delays in the performance of any obligation
of Manager under this Agreement shall be excused to the extent that such delays
are caused by wars, national emergencies, natural disasters, strikes, labor
disputes, utility failures, governmental regulations, riots, adverse weather,
and other similar causes not within the control of Manager, and any time periods
required for performance shall be extended accordingly.

          5.14. ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement between the parties hereto and no modification hereof shall be
effective unless such is made by supplemental agreement in writing executed by
the parties hereto.

          5.15. REPRESENTATIONS. Owner represents and warrants: That Owner has
full power and authority to enter this Agreement; that there are no written or
oral agreements affecting the Property other than tenant leases, copies of which
have been furnished to Manager; that there are no recorded easements,
restrictions, reservations, or rights of way which adversely affect the use of
the Property for the purposes intended under this Agreement; that to the best of
Owner's knowledge, the Property is zoned for the intended use; that all leasing
and other permits for the operation of the Property have been secured and are
current; that the building and its construction and operation do not violate any
applicable statues, laws, ordinances, rules, regulations, orders or the like
(including, but not limited to, those pertaining to hazardous or toxic
substances); that the building does not contain any asbestos, urea,
formaldehyde, radon, or other toxic or hazardous substance; and that no unsafe
condition exists. Manager represents and warrants: That Manager has full power
and authority to enter this Agreement and discharge its duties hereunder.

         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.


OWNER:                                      MANAGER:


Hallwood Real Estate Investors Fund XV      Hallwood Commercial Real Estate, LLC

     By:  Hallwood Realty Partners,
          L.P., general partner
                                            By: /s/ John G. Tuthill
                                                --------------------------------
          By:   Hallwood Realty, LLC,
                general partner             Title: Executive Vice President
                                                  ------------------------------


By:  /s/ Jeffrey D. Gent
   ---------------------------

Title:   Vice President
      ------------------------



                                      ~13~
<PAGE>   14

                                    EXHIBIT A

                           PROPERTY LEGAL DESCRIPTION

                                CORPORATE SQUARE
                            BUILDINGS 10, 11, AND 12


ALL OF THAT CERTAIN LOT, TRACT, OR PARCEL SITUATED, LYING, AND BEING IN LAND LOT
156 OF THE 18TH LAND DISTRICT OF DEKALB COUNTY, STATE OF GEORGIA AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT:

COMMENCE AT A POINT WHICH MARKS THE INTERSECTION OF THE CENTERLINE OF AN I-85
ACCESS ROAD AND THE CENTERLINE OF CORPORATE BOULEVARD, SAID ACCESS ROAD RIGHT OF
WAY BEING OF VARIABLE WIDTH AND SAID CORPORATE BOULEVARD RIGHT OF WAY BEING 70
FEET IN WIDTH, AND RUN THENCE NORTH 30 DEGREES 19 MINUTES 28 SECONDS WEST FOR A
DISTANCE OF 634.84 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED;

THENCE FROM SAID POINT OF BEGINNING RUNNING NORTH 56 DEGREES 23 MINUTES 58
SECONDS WEST ALONG THE NORTHEAST RIGHT OF WAY LINE OF CORPORATE BOULEVARD FOR A
DISTANCE OF 212.83 FEET TO A POINT;

THENCE RUNNING NORTH 33 DEGREES 45 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
608.25 FEET TO A POINT;

THENCE RUNNING NORTH 33 DEGREES 45 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
93.96 FEET TO A POINT WHICH MARKS THE BEGINNING OF A CURVE TO THE RIGHT;

THENCE RUNNING ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 381.97
FEET, A CHORD BEARING OF NORTH 42 DEGREES 01 MINUTES 06 SECONDS EAST, AND A
CHORD LENGTH OF 90.15 FEET FOR A DISTANCE OF 90.36 FEET TO A POINT WHICH MARKS
THE ENDING OF THE AFORESAID CURVE AND THE BEGINNING OF A CURVE TO THE RIGHT;

THENCE RUNNING ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 381.97
FEET, A CHORD BEARING OF NORTH 55 DEGREES 49 MINUTES 27 SECONDS EAST, AND A
CHORD LENGTH OF 113.08 FEET FOR A DISTANCE OF 113.50 FEET TO A POINT;

THENCE RUNNING SOUTH 25 DEGREES 39 MINUTES 48 SECONDS EAST FOR A DISTANCE OF
43.67 FEET TO A POINT WHICH MARKS THE BEGINNING OF A CURVE TO THE RIGHT;

THENCE RUNNING ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 338.298
FEET, A CHORD BEARING OF NORTH 66 DEGREES 58 MINUTES 21 SECONDS EAST, AND A
CHORD LENGTH OF 31.12 FEET FOR A DISTANCE OF 31.13 FEET TO A POINT;


<PAGE>   15

THENCE RUNNING SOUTH 27 DEGREES 22 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
269.13 FEET TO A POINT;

THENCE RUNNING SOUTH 62 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
24.00 FEET TO A POINT;

THENCE RUNNING SOUTH 27 DEGREES 22 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
36.00 FEET TO A POINT;

THENCE RUNNING NORTH 62 DEGREES 37 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
68.96 FEET TO A POINT;

THENCE RUNNING SOUTH 27 DEGREES 22 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
190.00 FEET TO A POINT;

THENCE RUNNING SOUTH 62 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
198.00 FEET TO A POINT;

THENCE RUNNING SOUTH 62 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
198.97 FEET TO A POINT;

THENCE RUNNING SOUTH 27 DEGREES 22 MINUTES 30 SECONDS EAST FOR A DISTANCE OF
140.00 FEET TO A POINT;

THENCE RUNNING SOUTH 62 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
75.00 FEET TO A POINT;

THENCE RUNNING NORTH 27 DEGREES 22 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
6.50 FEET TO A POINT;

THENCE RUNNING SOUTH 62 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
72.00 FEET TO A POINT;

THENCE RUNNING NORTH 27 DEGREES 22 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
63.00 FEET TO A POINT;

THENCE RUNNING SOUTH 62 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
159.00 FEET TO A POINT;

THENCE RUNNING NORTH 54 DEGREES 37 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
71.00 FEET TO A POINT;

THENCE RUNNING SOUTH 35 DEGREES 22 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
53.83 FEET TO THE POINT OF BEGINNING.

THE AFOREDESCRIBED TRACT BEING 8.121 ACRES OF 353,734.3 SQUARE FEET IN AREA.


<PAGE>   16


                                    EXHIBIT B

                                    INSURANCE

1.   Owner shall maintain, at its expense, all-risk from property damage
     insurance ("All Risk"), including without limitation coverage against
     allied perils, vandalism, malicious mischief, sprinkler leakage and plate
     glass, in the amount of full Replacement Cost without coinsurance and
     containing such additional coverages, if any, as are customarily obtained
     in connection with the ownership and management of properties of similar
     quality, character and design in the same geographical area in which the
     Property is located, but in no event in an amount or containing coverages
     less than or lesser quality or extent than required by the terms of any
     mortgage or trust deed encumbering the Property.

2.   Owner shall also place and maintain, at Owner's expense, public liability
     insurance, including the broad form comprehensive general liability
     endorsement and contractual liability coverage on an occurrence form
     covering owner's obligations under this Agreement, in the amount of
     $2,000,000 combined single limit primary coverage, with an additional
     $10,000,000 umbrella coverage, naming Owner as insured and Manager and
     Manager's officers, directors, agents and employees as additional named
     insured, containing such additional coverages, if any, as are customarily
     obtained in connection with the ownership and management of properties of
     similar quality, character and design in the same geographical area in
     which the Property is located.

3.   Each policy of insurance covering the Premises or Owner or Manager in
     connection with the Premises shall be written with acceptable companies
     licensed to do business in the state where the property is located and with
     a minimum Best Key rating of no less than A VIII, containing an endorsement
     in which the insurer waives its rights of subrogation, if any, against
     Owner, Manager and Manager's officers, directors, agents and employees, and
     in which the insurer agrees that the policy will not be invalidated in the
     event that any insured waives, prior to the occurrence of the insured
     event, any rights it may have against Owner, Manager or Manager's officers,
     directors, agents or employees.

4.   All policies of insurance required to be maintained by Owner hereunder
     shall provide that they may not be cancelled or materially modified without
     at least 10 days prior written notice from the insurer to both Owner and
     Manager in the event of cancellation for non-payment, and at least 30 days
     prior written notice from the insurer to both owner and Manager in any
     other event. Upon the execution hereof, Owner shall provide Manager with
     certified copies of all policies of insurance required to be maintained by
     Owner hereunder, and thereafter at least 30 days prior to the expiration of
     any of such policies, Owner shall provide Manager with a certificate
     evidencing the continuation of such insurance.





<PAGE>   17



                                    EXHIBIT C

                                SECURITY DEPOSITS



                  None.

<PAGE>   18


                                    EXHIBIT D


                            LEASING FEE COMPENSATION
            SCHEDULE OF FEES BY PROPERTY WITHOUT A THIRD PARTY BROKER
                            ARTICLE IV - SECTION 4.1C





<TABLE>
<CAPTION>
Property                               FIRST 5 YEARS               NEXT 5 YEARS
--------                               -------------               ------------
<S>                                    <C>                         <C>
Airport Plaza                               5%                          3%
Allfirst Building                       see note (a)                    2%
Bellevue Corporate Plaza                    5%                         2.5%
Bradshaw Business Parks                     6%                          4%
Corporate Square                            4%         (b)              4%
Executive Park                              4%         (b)              4%
Fairlane Commerce Park                      6%                          3%
Fountain View Business Park                 5%                          3%
Gulley Road Industrial Park                 6%                          3%
Joy Road Distribution Center                6%                          3%
Montrose Office Center                      3%                          3%
Parklane Towers                             5%                          3%
Raintree Industrial Park                 6% or 4%      (c)           6% or 4%     (c)
Riverbank Plaza                             5%                          3%
Seattle Business Parks                      5%                         2.5%
</TABLE>



Notes:

------------

(a) 6% for year 1; 4% for years 2 and 3; and 3% for years 4 and 5.

(b) 100% for the first month, with a three year minimum.

(c) 6% of the first $1 million of base rent plus 4% thereafter.