Exhibit 10.4

THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

This Third Amendment ("Amendment") to Agreement for Purchase and Sale, dated as of August 30, 2004, by and
among CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company, CABOT INDUSTRIAL VENTURE B, LLC, a Delaware limited liability company, CW INDUSTRIAL VENTURE B, LLC, a Delaware limited
liability company, CW INDUSTRIAL VENTURE A TEXAS, L.P., a Delaware limited partnership and CW INDUSTRIAL VENTURE B TEXAS, L.P., a Delaware limited partnership (each a "Selling
Entity" and collectively, "Seller"), and DIVIDEND CAPITAL OPERATING PARTNERSHIP LP, a Delaware limited partnership
("Buyer").

RECITALS:

A.    Buyer
and Seller have previously entered into that certain Agreement for Purchase and Sale, dated as of August 11, 2004, as amended by that certain First Amendment
to Agreement for Purchase and Sale, dated as of August 16, 2004, as further amended by Second Amendment to Agreement for Purchase and Sale, dated as of August 25, 2004 (collectively, the
"Purchase Agreement"). All initially-capitalized terms used herein, but not defined herein, shall have the meanings set forth in the Purchase Agreement.

B.    Buyer
and Seller now wish to amend the Purchase Agreement as set forth herein.

NOW,
THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which the parties hereto acknowledge, Buyer and Seller hereby
agree as follows:

1.     The
"Cherry Street" Property (including, but not limited to Leases, Service Contracts and Personal Property related thereto) at 38503, 38505 & 38507 Cherry Street,
Newark, Alameda County, CA is hereby deleted from the description of the Property, including, but not limited to, Exhibit A-1 to the Purchase Agreement under the San Francisco
Properties, Exhibit A (Site No. 16) to the Purchase Agreement, the Leases for Cherry Street described on Exhibit B to the Purchase Agreement and the Master Lease Schedule at
Exhibit J to the Purchase Agreement. Pursuant to Section 7.6 of the Purchase Agreement, (a) the Master Lease Space is reduced by that portion of the Cherry Street square footage
shown on Exhibit J to the Purchase Agreement (251,234 sq. ft.), so that the Master Lease Space is now approximately 541,252 sq. ft. and (b) the Holdback is reduced by the Total Master
Lease Obligation attributable to the portion of the Cherry Street Property that was included in the Master Lease Space ($1,055,000.00), so that the revised Holdback will be $2,402,000.00, subject to
any adjustment as provided in the Purchase Agreement.

2.     The
Purchase Price, defined in Section 1.2(a) of the Purchase Agreement is reduced by (a) $30,556,000.00 attributable to the exclusion of the "Cherry
Street" Property from the Purchase Agreement, and (b) $1,750,000.00, for an amended Purchase Price of Two Hundred Thirty Four Million One Hundred Ninety Four Thousand and No/100 Dollars
($234,194,000.00).

3.     (a)
Seller shall use its good faith efforts to obtain, by Closing, either:



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In
the event that Seller cannot satisfy at least one of the conditions in Section 3(a)(i) and 3(a)(ii) above by the Closing Date, then the Closing for 5925 & 5945 Cabot
Parkway, Forsyth County, Georgia (described on Exhibit A-1 to the Agreement) shall be extended for up to forty five (45) days in order to allow Seller to satisfy one of the
above-conditions. In the event of such a delay, the Purchase Price allocated to 5925 & 5945 Cabot Parkway, Atlanta shall be $16,450,000.00 ($8,870,000 for 5925 Cabot Parkway; and $7,580,000 for
5945 Cabot Parkway), and a prorata portion of the Deposit shall be held and applied to the Closing of 5925 & 5945 Cabot Parkway, Forsyth County, Georgia, but in no event shall any of the
$1,750,000.00 credit to the Purchase Price in Section 2(b) above be allocated to 5925 & 5945 Cabot Parkway, Atlanta (i.e. no portion of the $1,750,000 shall be held back if the Closing
for 5925 & 5945 Cabot Parkway, Atlanta is delayed). If at the end of said 45-day extension period Seller is not able to satisfy at least one of said conditions, then the Agreement
shall terminate as to 5925 & 5945 Cabot Parkway, Atlanta, and the portion of the Deposit allocated to said properties shall be refunded to Buyer, and the parties shall have no further
obligations related thereto except for those obligations that expressly survive a termination of the Agreement.



4.     By
executing this Amendment, Buyer hereby notifies Seller that, pursuant to Section 2.2 of the Purchase Agreement, Buyer has determined to proceed with the
purchase of the Property, subject to all other provisions of the Purchase Agreement.

5.     The
form of the Master Lease is attached hereto asExhibit A. The form of Master Lease Escrow Holdback Agreement is
attached hereto asExhibit B.

6.     The
Purchase Agreement, as amended by this Amendment, continues in full force and effect and embodies the entire agreement between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof. The Purchase Agreement may be further amended or supplemented only by an instrument in writing executed by both parties. If there
is a contradiction between the terms of the Purchase Agreement and this Amendment, then the terms of this Amendment shall control.

7.     This
Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one
instrument. To facilitate execution of this Amendment, the parties may execute and exchange by telephone facsimile counterparts of the signature pages.

[SIGNATURES
FOLLOW]

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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below.

| |  | SELLER:
CABOT INDUSTRIAL VENTURE A, LLC,
a Delaware limited liability company
| |  | -----------------------------------------------------------------------------
| |  | By:                                                                          
| |  | CABOT INDUSTRIAL VENTURE B, LLC,
a Delaware limited liability company        
| |  | By:                                                                          
| |  | CW INDUSTRIAL VENTURE B, LLC,
a Delaware limited liability company           
| |  | By:                                                                          

[SIGNATURES
CONTINUED ON NEXT PAGE]

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| |  | CW INDUSTRIAL VENTURE A TEXAS, L.P.,
a Delaware limited partnership                            
| |  | -----------------------------------------------------------------------------------------------
| |  | By: CW Industrial A Texas, LLC, a Delaware
      limited liability company, its General Partner
| |  |                                                                                                
| |  | CW INDUSTRIAL VENTURE B TEXAS, L.P.,
a Delaware limited partnership                            
| |  | By:                                                                                            
| |  |                                                                                                

[SIGNATURES
CONTINUED ON NEXT PAGE]

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| |  | BUYER:                                                                           
| |  | ---------------------------------------------------------------------------------
| |  | DIVIDEND CAPITAL OPERATING
PARTNERSHIP LP, a Delaware limited partnership        
| |  | By: DIVIDEND CAPITAL TRUST INC.,
a Maryland corporation, its sole general partner
| |  | By:                                                                              

5

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EXHIBIT A        FORM OF MASTER LEASEMASTER LEASE AGREEMENT

THIS MASTER LEASE AGREEMENT (the "Lease") is made as of the "Lease Date" (as defined in Section 37 herein) by and between LANDLORD NAME, LANDLORD ENTITY
("Landlord"), and TENANT NAME, TENANT ENTITY ("Tenant") (the words "Landlord" and "Tenant" to include their respective legal representatives, successors and permitted assigns where the context
requires or permits).

W
I T N E S S E T H:

1.Basic Lease Provisions. The following constitute the basic provisions of this Lease:



Landlord:

LANDLORD NAME
LANDLORD NOTICEWith copy of any
default notice sent
simultaneously to:

LENDER NAME
LENDER NOTICETenant:

TENANT NAME
TENANT NOTICE




LANDLORD NAME
RENT ADDRESS




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2.Demised Premises. For and in consideration of the rent hereinafter reserved and the mutual covenants hereinafter
contained, Landlord does hereby lease and demise unto Tenant, and Tenant does hereby hire, lease and accept, from Landlord all upon the terms and conditions hereinafter set forth the following
premises, referred to as collectively, the "Demised Premises", as described onExhibit Aattached hereto and incorporated herein, located within
each building (each, a "Building") as described onExhibit A.Each separate leased space in each Building is referred to as "Space". Tenant
acknowledges that Landlord shall lease the Demised Premises to Tenant "as is, where is" without any representations or warranties, including any express or implied warranties of marketability, fitness
and without recourse to Landlord, except to the extent specifically set forth herein.

3.Term. To have and to hold the Demised Premises for a primary term (the "Term") commencing on the Lease Commencement Date
and terminating on the Expiration Date as set forth in Section 1(h).

4.Gross Rent. Tenant shall pay to Landlord at the address set forth in Section 1(n), as gross rent for each Space,
for the period commencing on the Rent Commencement Date and continuing throughout the Term in lawful money of the United States, the amount set forth on Exhibit Ain the next to last column labeled
"Total ML Obligations" (the "Rent"), which shall be payable in equal monthly installments as set
forth in Section 1(e), payable by the fifteenth (15th) of each month in which Rent is due and, except as expressly set forth herein, without demand and without abatement,
reduction, set-off or deduction. The Rent due for each month of the Term shall be requested from Escrow Agent in accordance with Section 36 no earlier than the first day of each
calendar month during the Term. If the Rent Commencement Date shall fall on a day other than the first day of a calendar month, the Rent shall be apportioned pro rata on a per diem basis
(i) for the period between the Rent Commencement Date and the first day of the following calendar month (which pro rata payment shall be due and payable on the Rent Commencement Date), and
(ii) for the last partial month of the Term, if applicable. The Rent to be paid by Tenant is gross rent, and Tenant shall have no other payment obligation for rent, additional rent, taxes,
operating expenses, utilities or other amounts.

5.Non-Termination. Except as expressly provided herein, Tenant shall have no right, and hereby waives any right
that it may otherwise have at law or in equity, to terminate this Lease or seek an abatement of any Rent or seek a reduction of any of its obligations hereunder for any reason, any prohibition or
restriction on Tenant's use or enjoyment of all or any part of the Demised Premises, any bankruptcy or insolvency of Landlord or Tenant, or any other matter.

6.     Reserved.

7.Use of Demised Premises.



8.     Reserved.

9.     Reserved

10.Maintenance and Repairs. Tenant shall have no maintenance or repair obligations under this Lease. Landlord shall be
responsible for maintaining and repairing the Demised Premises.

11.Alterations. Tenant shall not make or install any improvements or alterations in or additions, changes or installations
to the Demised Premises.

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12.Interruption of Services. No interruption of services caused by repairs, replacements or alterations to the service
system, or by any other cause, shall be deemed an eviction of any part of the Demised Premises or render Landlord liable to Tenant for damages, or otherwise affect the rights and obligations of
Landlord or Tenant under this Lease.

13.Signs. No sign, advertisement or notice shall be inscribed, painted, affixed, or displayed on the windows or exterior
walls of the Demised Premises or on any public area of the Building, except in such places, numbers, sizes, colors and styles as are approved in advance in writing by Landlord, and which conform to
all applicable laws, ordinances, or covenants affecting the Demised Premises. Any and all signs installed or constructed by or on behalf Tenant pursuant hereto shall be installed, maintained and
removed by Tenant at Tenant's sole cost and expense.

14.   Reserved

15.   Reserved

16.   Reserved.

17.   Reserved

18.   Reserved

19.   Reserved.

20.Fire and Other Casualty. In the event any of the Demised Premises are damaged by fire or other casualty insured by
Landlord, Landlord agrees to promptly restore and repair the Demised Premises at Landlord's expense. The Rent shall proportionately abate for any Space that is unusable by reason of any such damage
thereto from the date of such casualty and until Landlord has completed the repair thereof.

21.Condemnation.



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22.Tenant's Default.

A.Tenant's Default and Landlord's Remedies.



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B.Landlord's Default and Tenant's Remedies. It shall be a "Landlord Event of Default" under this Lease if the parties
prepare Holdback payment instructions to be sent to Escrow Agent in accordance with Section 36 hereunder and Landlord fails to execute said instructions within five (5) business days
after joint preparation thereof and such failure shall continue for more than five (5) days after receipt of written notice from Tenant of such failure. Upon the occurrence of a Landlord Event
of Default, Tenant may terminate this Lease for the specific Space(s) affected by the Landlord Event of Default and receive payment for all remaining Holdback attributable to the applicable Space.
Nothing contained in this subsection 22.B shall create or imply the existence of any obligation by Tenant to cure any Landlord Event of Default, nor shall it limit Tenant's other remedies at law or
equity. Further, if Landlord takes any action that would prevent or delay the leasing of the Demised Premises to a tenant, and thereby deny Tenant the ability to recover the Holdback or delay Tenant's
ability to recover the Holdback, then Tenant shall be entitled to the portion of the Holdback that would have been payable to Tenant but for Landlord's actions.

23.Landlord's Rights. The following rights, exercisable without notice and without affecting any of Tenant's obligations
under this Lease, are all reserved by Landlord: (1) to retain at all times, and to use in appropriate instances, pass keys to the Premises; (2) to exhibit the Premises at reasonable
hours to prospective tenants, purchasers, mortgagees, and ground lessors of any portion of the Demised Premises; and (3) to enter the Demised Premises at reasonable hours for reasonable
purposes, including inspection, the provision of services and the performance of the obligations of Landlord hereunder.

24.Lender's Rights.



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25.Estoppel Certificate. Landlord and Tenant agree, at any time, and from time to time, within fifteen (15) days
after written request of the other, to execute, acknowledge and deliver a statement in writing in recordable form to the requesting party and/or its designee certifying that: (i) this Lease is
unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect, as modified), (ii) the dates to which Rent, and other charges have been
paid, (iii) whether or not, to the best of its knowledge, there exists any failure by the requesting party to perform any term, covenant or condition contained in this Lease, and, if so,
specifying each such failure, (iv) (if such be the case) Tenant has unconditionally accepted the Demised Premises and is conducting its business therein, and (v) and as to such
additional matters as may be requested, it being intended that any such statement delivered pursuant hereto may be relied upon by the requesting party and by any purchaser of title to the Demised
Premises or by any mortgagee or any assignee thereof or any party to any sale-leaseback of the Demised Premises, or the landlord under a ground lease affecting the Demised Premises.

26.   Omitted.

27.Notices. Any notice required or permitted to be given or served by either party to this Lease shall be deemed given when
made in writing, and either (i) personally delivered, (ii) deposited with the United States Postal Service, postage prepaid, by registered or certified mail, return receipt requested, or
(iii) delivered by licensed overnight delivery service providing proof of delivery, properly addressed to the address set forth in Section 1(m) (as the same may be changed by giving
written notice of the aforesaid in accordance with this Section 27). If any notice mailed is properly addressed with appropriate postage but returned for any reason, such notice shall be deemed
to be effective notice and to be given on the date of mailing.

28.Brokers. Neither Landlord nor Tenant has engaged or had any conversations or negotiations with any broker, finder or
other third party concerning the leasing of the Demised Premises to Tenant who would be entitled to any commission or fee based on the execution of this Lease. Landlord and Tenant hereby indemnify
each other against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and
expenses, for any breach of the foregoing. The foregoing indemnification shall survive the expiration or earlier termination of this Lease for any reason.

29.Assignment and Subleasing. Tenant may not assign, mortgage, pledge, encumber or otherwise transfer this Lease, or any
interest hereunder, or sublet the Demised Premises, in whole or in part.

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30.Termination or Expiration. No termination of this Lease prior to the normal ending thereof, by lapse of time or
otherwise, shall affect Landlord's right to collect rent for the period prior to termination thereof.

31.   Reserved

32.   Reserved

33.   Reserved

34.   Reserved

35.Miscellaneous.



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36.Master Lease.



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37.Lease Date. For purposes of this Lease, the term "Lease Date" shall mean the later date upon which this Lease is signed
by Landlord and Tenant.

[SIGNATURES
FOLLOW]

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IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands under seals, the day and year first above written.

|      |  |  | LANDLORD:         
|----- |  |  | ------------------
|Date: |  |  | LANDLORD SIGNATURE
|      |  |  | TENANT:           
|Date: |  |  | TENANT SIGNATURE  

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EXHIBIT A

|Market  |  | Building             |  | Space |  | Sq. Ft. |  | Mkt.
Rent |      | Term
(months) |    | Base Rent
Obligation |   | Operating
Exp.
Obligation |  | Total ML
Obligation |         | Monthly
Gross
Rent
|------- |  | -------------------- |  | ----- |  | ------- |  | --------- | ---- | ------------- | -- | -------------------- | - | ------------------------- |  | ------------------- | ------- | ------------------
|Atlanta |  | 5000 Westpark Dr. SW |  | 100   |  | 130,722 |  | $         | 2.50 |               | 12 |                      | $ | 326,805                   |  | $                   | 95,976  |                   
|Atlanta |  | 5945 Cabot Pkwy      |  |       |  | 36,560  |  | $         | 5.00 |               | 9  |                      | $ | 137,100                   |  | $                   | 30,601  |                   
|Boston  |  | 14 Progress          |  | 100   |  | 18,000  |  | $         | 5.50 |               | 9  |                      | $ | 74,250                    |  | $                   | 46,284  |                   
|Boston  |  | 82 S. Street         |  | 200   |  | 5,300   |  | $         | 3.00 |               | 12 |                      | $ | 15,900                    |  | $                   | 9,646   |                   
|Boston  |  | 82 S. Street         |  | 300   |  | 35,300  |  | $         | 5.25 |               | 12 |                      | $ | 185,325                   |  | $                   | 64,115  |                   
|Boston  |  | 82 S. Street         |  | 100   |  | 30,000  |  | $         | 5.25 |               | 12 |                      | $ | 157,500                   |  | $                   | 54,488  |                   
|Houston |  | 4000 Greenbriar      |  | 150   |  | 26,400  |  | $         | 3.00 |               | 12 |                      | $ | 79,200                    |  | $                   | 33,792  |                   
|Houston |  | 4000 Greenbriar      |  | 200   |  | 31,600  |  | $         | 3.50 |               | 12 |                      | $ | 110,600                   |  | $                   | 40,330  |                   
|Phoenix |  | N. 103rd Ave         |  | 300B  |  | 75,790  |  | $         | 2.88 |               | 12 |                      | $ | 218,275                   |  | $                   | 94,868  |                   
|Phoenix |  | N. 103rd Ave         |  | 400B  |  | 75,790  |  | $         | 2.88 |               | 12 |                      | $ | 218,275                   |  | $                   | 94,868  |                   
|Phoenix |  | N. 103rd Ave         |  | 500B  |  | 75,790  |  | $         | 2.88 |               | 12 |                      | $ | 218,275                   |  | $                   | 94,868  |                   
|        |  | Total                |  |       |  | 541,252 |  |           |      |               |    |                      | $ | 1,741,506                 |  | $                   | 660,494 |                   

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EXHIBIT BAPPROVAL CRITERIA        RREEF NATIONAL PORTFOLIO

I.     Lease
Parameters

A.    Provided
that the lease parameters outlined on the Master Lease Schedule attached hereto as Exhibit C are satisfied, a prospective lease will be deemed approved
subject to Use and Credit Criteria outlined below.

1.     In
order for the lease to be deemed an approved lease, the Tenant Improvement and Commission amounts to be paid by Landlord (i.e. Tenant may elect to pay excess amounts
pursuant to Section 36(b) of this Lease) must be equal to or less than the amounts outlined onExhibit C.

II.    Use

A.    Tenant
operations consistent with existing uses in the park or uses commonly found in comparable industrial facilities shall be approved subject to the following:

1.     Uses
that pose significant environmental risk may be disapproved;

2.     Uses
that require more than pro rata share of automobile or truck parking may be disapproved; and

3.     Uses
that require outside storage or exterior trade fixtures may be disapproved.

III.  Credit
Criteria

A.    An
effort will be made to approve leases with tenants with positive prior landlord references.

B.    If
a tenant occupies greater than 50% of a property, such tenant must have

1.     Net
worth of at least aggregate base rent times four; and

2.     Positive
EBIDTA for prior 12 months or latest annual reporting period; and

3.     The
tenant, tenant's parent or wholly owned subsidiary of tenant must have been in business for a minimum of two years.

C.    If
a tenant occupies less than 50% of a property, but more than 25%, such tenant must have

1.     Net
worth of at least aggregate base rent times three; and

2.     Positive
Net Income for prior 12 months or latest annual reporting period

D.    If
the tenant occupies less than 25% of a property

1.     Tenant
will use best efforts to secure a bank letter of credit or a cash security deposit for the equivalent of one month's base rent from such tenant.

IV.   Landlord
Approval Rights

A.    Landlord
may, but is under no obligation to, approve leases that do not satisfy the above criteria.

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EXHIBIT C    MASTER LEASE SCHEDULE

|Market  |  | Building             |  | Space |  | Sq. Ft. |  | Mkt.
Rent |      | Rent |     | Lease
Term
(years) |   | Tenant
Improvements |   | Lease
Escalations |  | Commissions | 
|------- |  | -------------------- |  | ----- |  | ------- |  | --------- | ---- | ---- | --- | ------------------ | - | ------------------- | - | ----------------- |  | ----------- | 
|Atlanta |  | 5000 Westpark Dr. SW |  | 100   |  | 130,722 |  | $         | 2.50 |      | NNN |                    | 5 |                     | $ | 0.50              |  | 3% Annual   | 
|Atlanta |  | 5945 Cabot Pkwy      |  |       |  | 36,560  |  | $         | 5.00 |      | NNN |                    | 5 |                     | $ | 2.00              |  | 3% Annual   | 
|Boston  |  | 14 Progress          |  | 100   |  | 18,000  |  | $         | 5.50 |      | NNN |                    | 5 |                     | $ | 3.00              |  | 3% Annual   | 
|Boston  |  | 82 S. Street         |  | 200   |  | 5,300   |  | $         | 3.00 |      | NNN |                    | 5 |                     | $ | 3.00              |  | 3% Annual   | 
|Boston  |  | 82 S. Street         |  | 300   |  | 35,300  |  | $         | 5.25 |      | NNN |                    | 5 |                     | $ | 2.00              |  | 3% Annual   | 
|Boston  |  | 82 S. Street         |  | 100   |  | 30,000  |  | $         | 5.25 |      | NNN |                    | 5 |                     | $ | 2.00              |  | 3% Annual   | 
|Houston |  | 4000 Greenbriar      |  | 150   |  | 26,400  |  | $         | 3.00 |      | NNN |                    | 5 |                     | $ | 3.00              |  | 5%Mo. 31   | 
|Houston |  | 4000 Greenbriar      |  | 200   |  | 31,600  |  | $         | 3.50 |      | NNN |                    | 5 |                     | $ | 1.00              |  | 5%Mo. 31   | 
|Phoenix |  | N. 103rd Ave         |  | 300B  |  | 75,790  |  | $         | 2.88 |      | NNN |                    | 5 |                     | $ | 3.50              |  | 3% Annual   | 
|Phoenix |  | N. 103rd Ave         |  | 400B  |  | 75,790  |  | $         | 2.88 |      | NNN |                    | 5 |                     | $ | 3.50              |  | 3% Annual   | 
|Phoenix |  | N. 103rd Ave         |  | 500B  |  | 75,790  |  | $         | 2.88 |      | NNN |                    | 5 |                     | $ | 3.50              |  | 3% Annual   | 

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EXHIBIT B        FORM OF MASTER LEASE ESCROW HOLDBACK AGREEMENT

MASTER LEASE ESCROW HOLDBACK AGREEMENT

THIS MASTER LEASE ESCROW HOLDBACK AGREEMENT(this "Agreement") is made and entered into as
of                        
2004, by and between                        ("Seller"), DIVIDEND CAPITAL OPERATING PARTNERSHIP LP ("Buyer"), and CHICAGO TITLE
INSURANCE COMPANY ("Escrow Agent").

WITNESSETH:

WHEREAS, Seller, and Buyer, as buyer have entered into that certain Agreement of Purchase and Sale dated
                        (as amended, the "Contract"), wherein Seller has agreed to sell to Buyer and Buyer has agreed to purchase
from Seller certain parcels of improved real property more particularly
described in the Contract (collectively, the "Property"); and

WHEREAS, pursuant to the Contract, Seller and Buyer have entered into a Master Lease Agreement of even date herewith regarding the lease
by Seller from Buyer of certain vacant space at the Property (the "Master Lease Space"); and

WHEREAS, pursuant to the Contract, Seller and Buyer have agreed that Buyer initially shall withhold from the portion of the Purchase Price
(as defined in the Contract) payable to Seller and deposit with Escrow Agent the sum of                        and No/100 Dollars
($                        ) (such amount, together with all interest earned thereon,
is referred to herein as the "Deposit"), representing the maximum rent to be paid by Seller to Buyer for the term of the Master Lease, to be released and paid to Buyer or Seller, as applicable, by
Escrow Agent pursuant to the terms hereof; and

WHEREAS,the parties hereto desire to enter into this Agreement evidencing their agreement with respect to the holding, investment and
disbursement of the Deposit.

NOW, THEREFORE,in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Seller, and in order to induce Buyer to acquire the Property, the parties hereby agree as follows:

1.Deposit. Buyer hereby delivers to Escrow Agent the Deposit, receipt of which is hereby acknowledged by Escrow Agent, to be
held by Escrow Agent and distributed in accordance with this Agreement.

2.Tax Identification Number. Seller represents that the federal tax identification number of Seller
is                        .
[we may need to list all tax i.d. numbers of Sellers]

3.Interest Bearing Account. Escrow Agent shall hold the Deposit in a separate interest-bearing account at a federally
insured banking institution with which Escrow Agent has an established banking relationship.

4.Disbursement of Deposit. From time to time, upon receipt of a written authorization ("Authorization") signed by Seller and
Buyer, Escrow Agent shall, within ten (10) days after receipt of such Authorization, disburse from the Deposit the amount specified in the Authorization to the party(ies) specified in the
Authorization.

5.Escrow Agent. The Escrow Agent is acting as a stakeholder only with respect to the Deposit and if there is any dispute as
to whether Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, Escrow Agent may refuse to make delivery and may continue to hold the Deposit until receipt by
Escrow Agent of an authorization in writing, signed by Seller and

a-2

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Buyer,
directing the disposition of the Deposit. In the absence of any such authorization, Escrow Agent may hold the Deposit until a final determination of the rights of the parties in an appropriate
proceeding or may bring an appropriate action or proceeding for leave to deposit the Deposit in a court of competent jurisdiction pending such determination. Seller and Buyer recognize that Escrow
Agent's duties hereunder are only as specifically provided herein and are purely ministerial in nature; and Seller and Buyer therefore agree that Escrow Agent shall, so long as it acts in good faith,
have no liability to either except for its willful misconduct or gross negligence. Seller and Buyer do hereby further indemnify the Escrow Agent against, and agree to hold, save, and defend Escrow
Agent harmless from any costs, liabilities, and expenses incurred by Escrow Agent in discharging its duties hereunder.

6.Notice Address. Wherever any notice or other communication is required or permitted hereunder, such notice or other
communication shall be in writing and shall be delivered by hand, by nationally-recognized overnight express delivery service, by U. S. registered or certified mail, return receipt requested, postage
prepaid, or by electronic transfer with prompt telephone confirmation to the addresses set out below or at such other addresses as are specified by written notice delivered in accordance herewith:

To Buyer:

Dividend Capital Operating Partnership LP
518 17th Street, Suite 1700
Denver, Colorado 80202
Attention: Teresa L. Corral
Phone No.: (303) 226-1470
Fax No.: (303) 228-2201with a copy to:

Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, Illinois 60603
Attention: George Ruhlen and Milos Markovic
Phone No.: (312) 701-7202
Fax No.: (312) 701-7711To Seller:

c/o RREEF
280 Park Avenue, 40th Floor
New York, New York 10017
Attention: Peter F. Feinberg
Phone No.: (212) 454-3900
Fax No.: (212) 454-6616with a copy to:

Alston & Bird LLP
1201 W. Peachtree Street
Atlanta, Georgia 30309
Attention: James G. Farris, Jr.
Phone No.: (404) 881-7896
Fax No.: (404) 881-7777If to Escrow Agent:

Chicago Title Insurance Company
171 N. Clark Street
Chicago, IL 60601
Attention: Linda M. Tyrrell
Phone No.: (312) 223-3361
Fax No.: (312) 223-4857


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Any
notice or other communication mailed as hereinabove provided shall be deemed effectively given upon receipt or refusal of receipt if delivered by hand; by overnight express delivery or by
electronic transfer device with a follow-up by overnight express delivery.

7.Time is of the Essence. Time is of the essence of this Agreement.

8.Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York, without reference to the conflicts of laws or choice of law provisions thereof.

9.No Waiver. Neither the failure of either party to exercise any power given such party hereunder or to insist upon strict
compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand
exact compliance with the terms hereof.

10.Date For Performance. If the time period by which any right, option or election provided under this Agreement must be
exercised, or by which any act required hereunder must be performed, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of
business on the next regularly scheduled business day.

11.Attorneys' Fees and Court Costs. In the event that a dispute arises between Buyer and Seller related to this Agreement
which results in litigation or arbitration, the prevailing party shall be entitled to reimbursement from the losing party for all of such prevailing party's reasonable attorneys' fees actually
incurred and all court costs and costs of arbitration.

12.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which, when taken together, shall constitute but one and the same instrument.

13.Definitions.Each capitalized term which is used and not otherwise defined in this Agreement shall have the meaning which
the Contract assigns to that term.

14.Consent to Jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of any state or
federal court sitting in                        , New York over any suit, action or proceeding permitted by, and arising out of or
relating to, this Agreement The parties hereby irrevocably and
unconditionally waive any objection to the location of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.

15.Service of Process. The parties hereby agree that service of any process, summons, notice or document by U.S. certified
mail, return receipt requested or commercial overnight courier to each party at the addresses set forth in Section 6 of this Agreement shall be effective service of process for any action, suit
or proceeding brought against either party in any court referenced above.

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IN WITNESS WHEREOF, each of the parties hereto has duly signed and sealed this Agreement or caused such to be done, effective as of the
date of this Agreement.

| |  | SELLER:                                                                  
| |  | -------------------------------------------------------------------------
| |  | BUYER:                                                                   
| |  | DIVIDEND CAPITAL OPERATING PARTNERSHIP LP,
a Delaware limited partnership
| |  | By:                                                                      
| |  |                                                                          
| |  |                                                                          

[SIGNATURES
CONTINUED ON NEXT PAGE]

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| |  | ESCROW AGENT:                  
| |  | -------------------------------
| |  | CHICAGO TITLE INSURANCE COMPANY
| |  | By:                            
| |  |                                
| |  |                                
| |  |                                
| |  |                                

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